UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


(Mark One)
☒	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Fiscal Year Ended March 31, ~~2025~~2026


☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number: 001-36436

DECKERS OUTDOOR CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	95-3015862
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	DECK	New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities ~~Act. Yes ☒ No ☐~~

~~Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the~~ Act. Yes ☐ ☒ No ☒☐

Indicate by check mark ~~whether~~if the registrant: ~~(1)~~is ~~has~~not ~~filed all reports~~ required to befile ~~filed~~reports bypursuant to Section 13 or Section 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~~Act.~~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(1) ahas ~~large~~filed ~~accelerated~~all ~~filer,~~reports anrequired ~~accelerated~~to ~~filer,~~be afiled ~~non-accelerated~~by ~~filer,~~Section a13 ~~smaller reporting company,~~ or an15(d) ~~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.~~

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.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

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~~transition byperiod ~~check~~for ~~mark~~complying ~~whether~~with ~~the~~any ~~registrant~~new ~~has~~or ~~filed~~revised afinancial ~~report~~accounting onstandards ~~and~~provided ~~attestation~~pursuant to ~~its management’s assessment of the effectiveness of its internal control over financial reporting under~~ Section ~~404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒~~

~~If securities are registered pursuant to Section 12~~13(ba) of the ~~Act,~~Exchange ~~indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements~~Act. ☐

Indicate by check mark whether ~~any~~the ofregistrant ~~those~~has ~~error~~filed ~~corrections are restatements that required~~ a ~~recovery~~report ~~analysis~~on ofand ~~incentive-based~~attestation ~~compensation~~to ~~received~~its ~~by any of the registrant~~management’s ~~executive~~assessment ~~officers during the relevant recovery period pursuant to §240.10D-1(b). ☐~~

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

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

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

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

statements. ☐

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

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

period pursuant to §240.10D-1(b). ☐

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

Yes ☐ No ☒

At September 30, ~~2024~~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 $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. This calculation does not reflect a determination that persons are affiliates for any other purposes.

Asaggregate market value of the ~~close~~voting ofand ~~business~~non-voting onstock ~~May 9,~~held ~~2025,~~by the ~~number~~non-affiliates of ~~outstanding shares of~~ the registrant’s ~~common stock, par value $0.01 per share,~~ was ~~149,435,875.~~

approximately $14,764,483,936, based on the number of shares held by non-affiliates of the registrant as of that

date, and the last reported sale price of the registrant’s common stock, par value $0.01 per share, on the New York

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

affiliates for any other purposes.

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

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

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement on Schedule 14A relating to the registrant’s ~~2025~~2026 annual meeting of stockholders, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference in Part III within this Annual Report on Form 10-K. 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.

meeting of stockholders, to be filed with the Securities and Exchange Commission within 120 days after the end of

the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference in Part III within this

Annual Report on Form 10-K.

Table of Contents 1

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

		Page		~~Page~~
	Cautionary Note Regarding Forward-Looking Statements	2	~~Cautionary Note Regarding Forward-Looking Statements~~	2
	PART I		~~PART I~~
Item 1.	Business	3	~~Business~~	3
Item 1A.	Risk Factors	12	~~Risk Factors~~	12
Item 1B.	Unresolved Staff Comments	26	~~Unresolved Staff Comments~~	26
Item 1C.	Cybersecurity	27	~~Cybersecurity~~	27
Item 2.	Properties	28	~~Properties~~	28
Item 3.	Legal Proceedings	29	~~Legal Proceedings~~	29
Item 4.	Mine Safety Disclosures	*	~~Mine Safety Disclosures~~	*
	PART II		~~PART II~~
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	30	~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~	29
Item 6.	[Reserved]	*	~~[Reserved]~~	*
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	31
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	44	~~Quantitative and Qualitative Disclosures about Market Risk~~	49
Item 8.	Financial Statements and Supplementary Data	46	~~Financial Statements and Supplementary Data~~	50
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	*	~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure~~	*
Item 9A.	Controls and Procedures	46	~~Controls and Procedures~~	50
Item 9B.	Other Information	48	~~Other Information~~	51
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	*	~~Disclosure Regarding Foreign Jurisdictions that Prevent Inspections~~	*
	PART III		~~PART III~~
Item 10.	Directors, Executive Officers, and Corporate Governance	49	~~Directors, Executive Officers, and Corporate Governance~~	52
Item 11.	Executive Compensation	49	~~Executive Compensation~~	52
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	49	~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~	52
Item 13.	Certain Relationships and Related Transactions, and Director Independence	49	~~Certain Relationships and Related Transactions, and Director Independence~~	52
Item 14.	Principal Accountant Fees and Services	49	~~Principal Accountant Fees and Services~~	52
	PART IV		~~PART IV~~
Item 15.	Exhibits and Financial Statement Schedules	50	~~Exhibits and Financial Statement Schedules~~	52
	Signatures	53	~~Signatures~~	55
	Index to Consolidated Financial Statements and Financial Statement Schedules	F-1	~~Index to Consolidated Financial Statements and Financial Statement Schedules~~	~~F-1~~
Item 16.	Form 10-K Summary	*	~~Form 10-K Summary~~	*
*Not applicable.

1Table of Contents 2

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K for our fiscal year ended March 31, ~~2025~~2026 (Annual Report), and the information and documents incorporated by reference within this Annual Report, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act), 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 Annual Report. We have attempted to identify forward-looking statements by using words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “will,” or “would,” and similar expressions or the negative of these expressions. Specifically, this Annual Report, and the information and documents incorporated by reference within this Annual Report, contain forward-looking statements relating to, among other things:

~~•global~~incorporated ~~geopolitical~~by ~~tensions~~reference ~~and~~within ~~conflicts,~~this ~~including~~Annual ~~the impact of economic sanctions on our supply chain costs~~Report, ~~such~~contain as“forward-looking ~~those~~statements” ~~related~~within ~~to United States (US) and foreign trade policies and~~ the ~~enactment~~meaning of ~~tariffs~~Section ~~and~~27A ~~retaliatory~~of ~~tariffs;~~

~~•changes~~the inSecurities ~~consumer~~Act ~~preferences~~of ~~and~~1933, ~~the~~as ~~purchasing~~amended ~~behavior~~(Securities ofAct), ~~wholesale partners~~ and ~~consumers~~Section ~~impacting~~21E ~~our~~of ~~brands~~the ~~and~~Securities ~~products,~~Exchange ~~and~~Act ~~the~~of ~~footwear~~1934, ~~and~~as ~~fashion~~amended ~~industries;~~

~~•global~~(Exchange ~~economic~~Act). ~~trends,~~These ~~including~~forward-looking ~~foreign~~statements ~~currency~~are ~~exchange~~intended ~~rate~~to ~~fluctuations,~~qualify ~~changes~~for inthe ~~interest~~safe ~~rates,~~harbor ~~inflationary~~from ~~pressures,~~liability ~~changes~~established inby ~~commodity~~the ~~pricing, and recessionary concerns;~~

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

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

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

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

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

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

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

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

our results of operations;

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

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

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

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

recessionary concerns;

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

•the operational challenges faced by our warehouses and distribution centers (DCs), wholesale partners, global ~~third-party logistics providers (3PLs), and third-party carriers, including as a result of global supply chain disruptions and labor shortages;~~

~~•availability~~third-party oflogistics ~~materials~~providers (3PLs), and ~~manufacturing~~third-party ~~capacity~~carriers, ~~and~~including ~~reliability~~those ofarising ~~overseas~~from ~~production~~global ~~and~~supply ~~storage;~~chain

~~•expansion of our brands~~disruptions, ~~product~~labor ~~offerings~~shortages, and ~~investments~~logistics ~~in our distribution facilities, e-commerce websites, and our retail store footprint~~constraints;

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

geographic concentration of manufacturing operations;

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

and retail store footprint;

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

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

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

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

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

~~•the~~our ~~effects~~ability ofto ~~climate~~meet ~~change, natural disasters, and~~ the ~~impacts~~expectations of ~~public~~our ~~health~~investors ~~issues,~~ and ~~the~~other ~~related~~stakeholders ~~changes~~with inrespect ~~the regulatory environment and consumer demand~~ to ~~mitigate these effects, and the resulting impact on~~ our ~~business and the businesses of our customers~~environmental, ~~consumers, suppliers, and business partners;~~

~~•security~~social, ~~breach~~and orgovernance ~~other disruption to our information technology~~ (ITESG) ~~systems, or those of our vendors, and our effective utilization of technological advancements, including artificial intelligence~~practices;

•the ~~outcomes~~effects of ~~legal~~climate ~~proceedings~~change, ~~including~~natural ~~the~~disasters, ~~impact~~and ~~they~~public ~~may~~health ~~have~~issues, onand ~~our~~the ~~business~~resulting ~~and~~impact ~~intellectual~~on ~~property~~our ~~rights;~~

~~•our~~business ~~interpretation of applicable global tax regulations~~ and ~~changes~~our incustomers, ~~tax~~consumers, ~~laws~~suppliers, and ~~audits~~business ~~that may impact our tax liability and effective tax rates~~partners;

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

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

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

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

property rights;

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

impact our tax liability and effective tax rates;

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

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

Forward-looking statements represent management’s current expectations and predictions about trends affecting our business and industry and are based on information available at the time such statements are made. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy or completeness. Forward-looking statements involve numerous known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements predicted, assumed, or implied by the forward-looking statements. Some of the risks and uncertainties that may cause our actual results to materially differ from those expressed or implied by these forward-looking statements are described in Part I, Item 1A, “Risk Factors,” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” within this Annual Report, as well as in our other filings with the Securities and Exchange Commission (SEC), which are available free of charge on the SEC’s website at www.sec.gov and our website at ir.deckers.com. You should read this Annual Report, including the information and documents incorporated by reference herein, in its entirety and with the understanding that our actual future results may be materially different from the results expressed or implied by these forward-looking statements. Moreover, new risks and uncertainties emerge occasionally, and it is not possible for management to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual future results to be materially different from any results expressed or implied by any forward-looking statements. Except as required by applicable law or the listing rules of the New York Stock Exchange, we expressly disclaim any intent or obligation to update any forward-looking statements. We qualify all our forward-looking statements with these cautionary statements.

2and industry and are based on information available at the time such statements are made. Although we do not make forward-

~~Table~~looking ofstatements ~~Contents~~unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy or

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

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

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

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

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

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

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

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

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

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

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

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

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

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

statements with these cautionary statements.

Table of Contents 3

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~~Deckers ~~otherwise~~Outdoor ~~indicated~~Corporation, ~~all~~together ~~figures~~with ~~herein~~its ~~are~~consolidated ~~expressed in thousands, except for per share and share data~~subsidiaries. ~~The~~HOKA® ~~defined periods for the fiscal years ended March 31~~(HOKA), ~~2025,~~UGG® ~~2024~~(UGG), ~~and~~Teva® ~~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~~Teva) ~~evaluates performance~~, ~~makes~~Koolaburra ~~operating~~by 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~~(Koolaburra), ~~HOKA~~AHNU® ~~brand~~(AHNU), ~~and~~UGGpure® ~~Other~~(UGGpure) ~~brands. Refer to the section titled “Reportable Operating Segment Overview,” in Part II, Item 7, “Management’s Discussion~~ and ~~Analysis~~UGGplushTM of(UGGplush) 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.

Onare ~~September~~some ~~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~~trademarks.01 ~~per~~Other ~~share.~~trademarks ~~The~~or ~~common~~trade ~~stock~~names ~~commenced~~appearing ~~trading~~elsewhere 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~~are ~~further information regarding the stock split.~~

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”.

ITEM 1. BUSINESS

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

~~Koolaburra~~under ~~Brand.~~three ~~During~~proprietary ~~the~~brands: ~~third quarter of fiscal year 2025~~HOKA, ~~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~~UGG, ~~2025,~~ and ~~plan to wind down the Koolaburra brand in the wholesale channel by the end of calendar year 2025~~Teva. ~~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.~~

3Our brands compete across the fashion and casual lifestyle, performance, running, and outdoor markets. We

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

~~Sanuk~~quality ~~Brand~~domestic ~~Asset~~and ~~Sale.~~international Weretailers ~~completed~~and ~~the~~international ~~sale~~distributors ofin our ~~Sanuk~~wholesale ~~brand~~channel, and ~~certain~~directly ~~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~~global ~~Stock~~consumers ~~Split~~through ~~and~~our ~~Authorized~~Direct-to-Consumer ~~Share~~(DTC) ~~Increase. On September 13~~channel, ~~2024,~~which weis ~~effected~~comprised aof ~~stock split and~~ an ~~authorized~~e‑commerce ~~share increase. Our financial results included within this Annual Report have been retroactively adjusted to reflect the effectiveness of the stock split~~ and ~~the~~retail 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~~store presence. We seek to differentiate our brands and products by offering diverse lines that emphasize fashion,

~~UGG.~~performance, ~~The~~authenticity, ~~UGG~~functionality, ~~brand~~quality, ~~is one of the most iconic~~ and ~~recognized footwear brands in our industry~~comfort, ~~which highlights our successful track record of building niche brands into lifestyle~~ and ~~fashion~~products ~~market~~tailored ~~leaders. With loyal consumers around the world, the UGG brand has proven~~ to be a ~~highly~~variety ~~resilient consumer-focused line~~ of ~~premium footwear~~activities, ~~apparel~~seasons, ~~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~~demographic ~~stability with minimal weight~~groups. ~~Originally~~Independent ~~designed for ultra~~third-~~runners,~~party ~~the~~contractors ~~brand~~manufacture ~~now~~all ~~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~~our ~~HOKA~~products ~~brand,~~(independent 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~~manufacturers). 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.

AsTable ~~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. Contents 4

~~CHANNEL DISTRIBUTION~~Brands

~~Wholesale~~The HOKA brand is an authentic premium line of year-round performance footwear, which offers enhanced cushioning and inherent stability with minimal weight. ~~Our~~Originally ~~wholesale~~designed ~~channel~~for ~~sells~~ultra-runners, ~~products~~the brand now appeals to aworld ~~network~~champions, tastemakers, and everyday athletes. Expansion into additional product categories, elevated marketing campaigns, and investments in brand experiences, coupled with strategic marketplace presence have fueled both domestic and international sales growth of ~~third-party~~the ~~retailers~~HOKA brand, ~~including~~which ~~partner~~has ~~retailers~~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 ~~distributors~~lifestyle footwear offerings, as well as apparel and accessories. ~~This~~The ~~approach~~UGG ~~enables~~brand usis toone ~~expand~~of the most iconic and recognized brands in our industry, which highlights our successful track record of building niche brands into consumer-focused fashion lifestyle market ~~reach~~leaders. Born on the California coast to warm surfers after they caught and ~~leverage~~rode the ~~scale~~waves, we create iconic products and ~~operational~~experiences ~~capabilities~~that are made for people to feel comfort, softness, warmth, and confidence. With loyal consumers around the world, innovative products, and elevated storytelling, the UGG brand has proven to be a highly resilient consumer-focused line of ~~its~~premium ~~wholesale~~footwear, ~~partners~~apparel, and accessories that has driven both domestic and international sales growth with year-round product offerings that appeal to ~~serve~~a growing global audience and a broad ~~base~~demographic. Other brands consist primarily of ~~end~~the ~~consumers~~Teva brand. The Teva brand’s products are built for a range of outdoor pursuits and include a variety of footwear options, from classic sandals and shoes to boots.

WeTable ~~sell~~of 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. Contents 5

WeThe ~~sell~~Other ~~our~~brands ~~HOKA~~reportable ~~brand~~operating ~~products~~segment ~~primarily~~includes ~~through~~financial ~~full-service~~results ~~specialty~~of ~~retailers,~~the ~~outdoor~~Koolaburra ~~and~~brand ~~sporting goods retailers, select online retailers, fashion lifestyle retailers, sports style partners,~~ and ~~higher-end~~AHNU ~~department stores. We continue to expand our HOKA~~ brand ~~wholesale distribution globally~~, ~~including through additional mono-branded locations operated by partner retailers.~~

4for which the phase out of standalone operations were completed during the third and fourth quarters of fiscal year

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

~~We sell our Teva brand products primarily through outdoor and sporting goods retailers~~15, ~~fashion~~2024 ~~lifestyle~~(Sanuk ~~retailers,~~Brand ~~large~~Sale ~~national retail chains, higher-end department stores, and online retailers~~Date). ~~We sell our AHNU brand footwear through domestic streetwear and lifestyle boutiques and retailers.~~

~~Direct-~~Refer to~~-Consumer.~~ ~~Our~~the ~~DTC~~section ~~channel~~titled is“Reportable ~~comprised~~Operating ofSegments” ~~our~~below ~~Company-owned~~for ~~e-commerce~~further ~~websites~~details ~~and~~about retail stores where products are sold at retail prices. Our e-commerce websites and retail stores are intertwined and interdependent in an omni-channel marketplace, providing a fluid purchasing experience, which engenders brand loyalty while increasing product sales and improving our ~~inventory~~reportable ~~productivity.~~operating In addition, we believe many of our consumers interact with both before making purchasing decisions in store and online. For example, consumers may feel or try on products in our retail stores and then place an order online later. Conversely, they may initially research products online and then view inventory availability by store location and make a purchase in store.

~~E-Commerce Websites~~segments. Our global e-commerce websites provide us with an opportunity to directly engage and connect with our consumers and communicate a consistent message that promotes awareness of our brands’ promises and key initiatives, offers targeted information to specific consumer demographics, and drives consumers to our retail stores. As of March 31, 2025, we operate Company-owned e-commerce websites in 56 different countries.

~~Retail~~Channel Stores. Retail stores enable us to expose consumers to a curated selection of products and directly influence our consumers’ experience with our brands. Our Company-owned mono-branded retail stores are predominantly UGG brand concept and outlet stores, as well as HOKA brand concept stores, which we continue to open in key markets to further grow our brand presence and appeal to a broader consumer base. As of March 31, 2025, we have a total of 179 global Company-owned retail stores (including 137 UGG brand retail stores and 42 HOKA brand retail stores), which include 92 concept stores and 87 outlet stores.Distribution

~~Retail~~We ~~store~~operate ~~definitions~~omnichannel ~~are~~global asmarketplaces ~~follows:~~for our brands where consumers can shop and experience our

~~•Concept~~brands ~~Stores.~~seamlessly ~~Concept~~across ~~stores~~both ~~are~~channels ~~Company-owned~~outlined ~~mono-branded stores launched in strategic locations, designed to offer a curated, themed experience and a unique selection of products, aiming to evoke a specific lifestyle for our brands~~below. ~~Concept stores include the following:~~

~~◦Flagship Stores~~Wholesale. ~~Premium~~Our ~~mono-branded~~wholesale ~~stores~~channel insells ~~key~~products ~~global~~to ~~markets,~~a ~~such~~network asof ~~major~~third-party ~~tourist~~retailers, ~~locations~~including ~~typically~~partner ~~with above average square footage~~retailers, ~~designed to provide broader product offerings and generate greater traffic that enhances the consumer experience and increases brand loyalty.~~

~~◦Shop-in-shop~~and ~~(SIS) Stores~~distributors. ~~SIS~~This ~~stores~~approach ~~are~~enables ~~operated by~~ us orto ~~non-employees~~expand ~~within~~market areach ~~department~~and ~~store,~~leverage ~~which we lease from~~ the ~~store~~scale ~~owner by paying a percentage of store sales~~ and ~~for~~operational ~~which we own the inventory.~~

~~•Outlet~~capabilities ~~Stores.~~of ~~Outlet~~our ~~stores~~wholesale ~~are~~partners ~~Company-owned stores designed~~ to ~~sell~~serve ~~certain~~a ~~discontinued~~broad ~~styles~~base ~~from~~of ~~prior~~end ~~seasons, full price in-line products, and products made specifically for the outlet stores~~consumers.

~~GEOGRAPHIC~~We ~~DISTRIBUTION~~sell our HOKA brand products primarily through full-service specialty retailers, outdoor and sporting goods

~~US Distribution. In our wholesale channel~~retailers, weselect ~~sell~~online ~~our products in the US through sales representatives~~retailers, ~~organized~~fashion bylifestyle ~~brand and either geography or account type~~retailers, assports ~~each~~style ~~brand generally has certain specialty customers that expect a dedicated sales team with specialized knowledge of the brand’s product offerings. In addition to our wholesale channel~~partners, ~~we sell products directly to consumers through our DTC channel~~ and ~~fulfill~~higher-end ~~online~~department ~~orders through our warehouses, DCs, and retail~~ stores.

We ~~currently~~continue ~~distribute~~to ~~products~~expand ~~sold in the US through~~ our ~~DCs~~HOKA inbrand ~~Moreno~~wholesale ~~Valley,~~distribution ~~California~~globally, ~~and~~including ~~Mooresville, Indiana. We also distribute products to our wholesale channel customers~~ through aadditional DCmono-branded ~~bypass program. Our warehouses and DCs feature a warehouse management system that enables us to efficiently pick and pack products for direct shipment to customers and consumers.~~

5locations operated by partner retailers.

~~Table~~We ofsell ~~Contents~~our UGG brand products primarily through fashion lifestyle retailers, higher-end department stores,

~~International~~streetwear ~~Distribution.~~and ~~Collectively,~~sports ~~our~~style ~~brands are sold internationally in Canada~~partners, ~~Europe,~~online ~~Asia,~~retailers and ~~Latin~~partner ~~America~~retailers. WeAs ~~sell~~the ~~our products internationally in our wholesale channel through wholly owned subsidiaries and independent distributors, some of which operate partner~~ retail ~~stores.~~marketplace Incontinues ~~addition,~~to in certain countries we sell products through our DTC channel. For our wholesale and DTC channels, we distribute our products through a number of warehouses and DCs managed by 3PLs in certain international locations.

~~Refer~~evolve to ~~Part~~reflect I,changing ~~Item~~consumer 2preferences, ~~“Properties,”~~we ~~and~~continually ~~Note~~review ~~7, “Commitments~~ and ~~Contingencies,”~~evaluate of our ~~consolidated~~UGG ~~financial~~wholesale statements in Part IV within this Annual Report for further information on our properties and related minimum lease and other commitments. Refer to Note 13, “Concentration of Business,” of our consolidated financial statements in Part IV within this Annual Report for additional information regarding geographic areas and concentration of related business risks.

~~REPORTABLE~~distribution ~~OPERATING~~and ~~SEGMENTS~~product segmentation approach.

~~During~~We ~~the~~sell ~~fourth quarter of fiscal year 2025, we updated~~ our ~~reportable~~Teva ~~operating~~brand ~~segments~~products toprimarily ~~better~~through ~~reflect~~outdoor ~~changes in the way our CODM makes resource allocation decisions~~ and ~~assesses~~sporting ~~performance.~~goods ~~In connection with executive leadership alignment~~retailers, ~~and~~fashion ~~the~~lifestyle ~~recent divestiture and phase out of certain brands~~retailers, the CODM shifted resource allocation decisions and performance assessment to a brand focus, rather than a distribution channel focus. As of March 31, 2025, our three reportable operating segments include the worldwide operations of the UGG brand, HOKA brand, and Other brands (collectively, our reportable operating segments).

~~Refer~~large tonational ~~Part~~retail IIchains, ~~Item~~higher-end 7,department ~~“Management’s Discussion and Analysis of Financial Condition and Results of Operations~~stores,” ~~the section titled “Basis of Presentation,” in Note 1, “General,”~~ and toonline Note 12, “Reportable Operating Segments,” of our consolidated financial statements in Part IV within this Annual Report for additional information regarding the recent change in our reportable operating segments and our results of operationsretailers.

~~PRODUCT~~Direct-to-Consumer. ~~DESIGN~~Our ~~AND~~DTC ~~DEVELOPMENT~~channel is comprised of our Company-owned e-commerce websites and retail

~~Our~~stores ~~design~~where ~~and~~products ~~development~~are ~~teams~~sold ~~work~~at ~~closely~~retail ~~with each brand’s product management teams to create seasonal product lines designed to meet and exceed consumer expectations~~prices. ~~Each~~Our ~~brand follows a similar product creation path starting with consumer insights, including engagement with key consumer segments, color, trend, material research, and in~~e-~~depth~~commerce ~~market~~websites ~~analysis. Throughout the creation process there are multiple concept~~ and ~~design~~retail ~~reviews~~stores ~~to develop prototypes which~~ are ~~assembled~~intertwined ~~through our independent manufacturers. Depending on the brand~~ and product application, there may be multiple rounds of samples for fit, dynamic or athlete testing, and on occasion, we may contract with external laboratories for additional research needs. Our diverse product offering enables us to leverage learnings across each of our brands, enabling innovation and economies of scale. Throughout the entire design and development process we evaluate the availability and costs of raw materials, the capabilities and capacities of our independent manufacturers, and the target pricing of our products.

~~MANUFACTURING~~interdependent ~~AND~~in ~~SUPPLY~~an ~~CHAIN~~omnichannel marketplace, which engenders brand loyalty while increasing product sales and

~~The~~improving ~~production of~~ our ~~finished~~inventory ~~goods~~productivity. isIn ~~outsourced~~addition, towe ~~independent~~believe ~~manufacturers,~~some ~~which~~of ~~are~~our ~~primarily~~consumers ~~located~~interact inwith ~~Southeast~~both ~~Asia,~~before ~~predominately~~making ~~in Vietnam.~~

~~Production~~purchasing bydecisions ~~our independent manufacturers is performed~~ in ~~accordance~~store ~~with our detailed product specifications~~ and ~~rigorous quality control and operating compliance standards~~online. WeFor ~~maintain~~example, aconsumers ~~buying~~may ~~office~~feel inor ~~Hong~~try ~~Kong, as well as~~ on~~-site~~ ~~supervisory~~products ~~offices~~ in ~~Vietnam, China, and Indonesia, which collectively serve as a strong link to~~ our ~~independent~~retail ~~manufacturers.~~stores We believe our substantial regional presence enhances our manufacturing processes by providing predictability of material availability and ensuring adherence to quality control standards and final design specifications.

Weand ~~generally~~then ~~purchase~~place ~~products~~an ~~from~~order ~~independent~~online ~~manufacturers on the basis of individual purchase orders~~later, ~~rather~~or ~~than~~they ~~maintaining~~may ~~long-term~~initially ~~purchase~~research ~~commitments,~~products ~~which~~online ~~provides us greater flexibility to adapt to changing consumer preferences, changes in international trade relations,~~ and ~~evolving~~then ~~inventory~~make ~~management requirements. From~~ a ~~sourcing~~purchase ~~perspective,~~in ~~less than 5% of our finished goods for footwear comes from China while the remainder comes from Southeast Asia, predominately from Vietnam.~~

6store.

~~Table~~E-Commerce ofWebsites. ~~Contents~~Our global e-commerce websites provide us with an opportunity to directly engage and

~~The~~connect ~~majority~~with ofour ~~the~~consumers ~~raw~~and ~~materials~~communicate ~~and~~a ~~components~~consistent ~~used~~message inthat ~~the~~promotes ~~production~~awareness of our ~~products~~brands’ ~~by our independent manufacturers are purchased from independent suppliers that we designate (designated suppliers), who work with subcontractors that extract, process, or convert these raw materials.~~

~~Sheepskin~~promises ~~used to manufacture a significant portion of our UGG brand products~~ and iskey ~~sourced primarily from designated suppliers in Australia and processed by two tanneries in China. We enter into fixed purchasing contracts with designated suppliers of sheepskin and~~initiatives, atoffers ~~times,~~targeted ~~sugarcane-derived~~information ~~ethylene-vinyl acetate (sugarcane-derived EVA)~~ to ~~manage~~specific ~~price~~consumer ~~volatility and ensure availability. Excluding sheepskin~~demographics, ~~UGGplush,~~ and ~~sugarcane-derived~~drives ~~EVA,~~consumers we believe that substantially all raw materials and components used to manufacture our products are generally available from multiple sources at competitive prices. We believe current supplies are sufficient to meet our anticipated demand for the next 12 months.

~~Refer~~ to ~~the~~our ~~subsection~~retail ~~titled~~stores. ~~“Contractual~~Our ~~Obligations”~~e‑commerce ~~under~~websites ~~the~~provide ~~section~~consumers ~~“Liquidity”~~with ~~within~~access ~~Part~~to ~~II,~~the ~~Item~~broadest 7,selection ~~“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 commitments.

Weassortment ~~require~~of our ~~independent~~products. ~~manufacturers~~As ~~and designated suppliers to adopt our Ethical Supply Chain Supplier Code~~ of ~~Conduct~~March ~~(Supplier Code of Conduct)~~31, ~~which requires them to comply with all local laws and regulations governing human rights~~2026, ~~working~~we ~~conditions,~~operate ~~anti~~Company-~~corruption,~~owned ~~restricted~~e-commerce ~~substances,~~websites ~~and~~in ~~environmental~~54 compliance, including animal welfare and conflict minerals, before we are willing to conduct business with them. Refer to the section titled “Environmental, Social, and Governance” below for further information.

~~INVENTORY~~different ~~MANAGEMENT AND PRODUCT RETURNS~~countries.

WeRetail have an extended design and manufacturing process, which involves the initial design of our products, the purchase of raw and other materials, the accumulation of inventories, the subsequent sale of the inventories, and the collection of the resulting accounts receivableStores. ~~This~~Retail ~~production~~stores ~~cycle~~enable ~~results in significant liquidity requirements and working capital fluctuations throughout our fiscal year. Because our production cycle typically involves long lead times, which requires~~ us to ~~make~~expose ~~manufacturing~~consumers ~~decisions~~to ~~several~~a ~~months~~curated inselection ~~advance~~ of anproducts ~~anticipated purchasing decision by the customer, it is challenging for us to estimate~~ and ~~manage~~directly ~~our~~influence ~~inventory and working capital requirements.~~

~~We seek to manage~~ our ~~inventory~~consumers’ ~~levels~~experience bywith ~~considering existing orders, as well as forecasted sales and budgets by brand for both the wholesale and DTC channels, including consideration of the delivery requirements of~~ our ~~customers~~brands. ~~Our~~We ~~systems~~continue ~~and processes are designed~~ to ~~improve~~open ~~our product planning and forecasting, inventory control and supply chain management capabilities, including our Company~~mono-~~owned~~branded ~~e-commerce~~retail ~~websites.~~stores Inin ~~addition, added discipline around SKU productivity, product purchasing decisions, the reduction of production lead times, and the sale of excess inventory through our liquidation channels, are~~ key ~~areas~~markets ofto ~~focus that have enhanced inventory performance, including higher inventory turnover, and partially mitigated product cost increases.~~

~~Our~~further ~~general~~grow ~~practice, and~~ the ~~general~~UGG ~~practice~~brand inand ~~our~~HOKA ~~industry,~~brand ispresence toand ~~offer~~appeal ~~customers in our wholesale channel the right~~ to ~~return~~a ~~defective~~broader orconsumer ~~improperly shipped merchandise~~base, ~~and~~while toalso ~~accept returns from our consumers in the DTC channel between 30 to 90 days from the point of sale for cash or credit.~~

Weprioritizing ~~encourage our customers to place a significant portion of orders as pre-season orders, which are typically placed up to 12 months prior to~~ the ~~anticipated~~revitalization ~~shipment date,~~ and ~~also~~recalibration ~~provide~~of ~~customers the ability to place in-season fill-in orders that can be shipped immediately. We work with~~ our ~~customers~~existing ~~through~~retail ~~pre-season~~store ~~programs~~fleet to ~~enable~~enhance usoverall tobrand ~~better~~impact ~~plan our production schedule, inventory,~~ and ~~shipping requirements.~~

~~Refer~~consumer toexperience. ~~the~~As ~~sections~~of ~~titled~~March ~~“Trends and Uncertainties Impacting Our Business and Industry” and “Liquidity” within Part II~~31, ~~Item 7~~2026, ~~“Management’s~~we ~~Discussion~~have ~~and~~a ~~Analysis~~total of ~~Financial~~203 ~~Condition~~global ~~and~~Company-owned ~~Results~~retail ofstores ~~Operations,”~~(including ~~within this Annual Report for further information on our supply chain infrastructure capabilities, working capital and operating requirements, and purchase obligations for product.~~

7141 UGG brand retail stores and 62 HOKA brand retail stores), which include 105 concept stores and 98 outlet

~~Table of Contents~~stores.

~~ENVIRONMENTAL,~~Geographic ~~SOCIAL, AND GOVERNANCE~~Distribution

AsUS aDistribution. ~~global~~In ~~leader~~our inwholesale ~~designing~~channel, ~~marketing,~~we ~~and~~sell ~~distributing innovative footwear, apparel, and accessories,~~ our ~~worldwide reach and impact is significant. We believe consumers are increasingly buying brands that deliver quality~~ products ~~while~~in ~~striving~~the ~~for~~US ~~minimal~~through ~~environmental~~sales ~~impact by employing sustainable business practices. Our sustainability policies and strategies are informed by our ongoing efforts with multi-stakeholder initiatives~~representatives, ~~which~~organized ~~involve our stockholders, employees, suppliers, and customers, as well as other brands and non-governmental organizations.~~

Through our holistic ESG program, which has been in existence since 2010, we are committed to advancing our sustainable business initiatives. As a result of our efforts, during fiscal year 2025, we have been recognized as one of Barron’s 100 Most Sustainable Companies, by ~~TIME~~brand asand ~~one~~either ofgeography ~~the~~or ~~Most~~account ~~Sustainable Companies~~type, ~~by Forbes~~ as ~~one~~each ofbrand ~~America’s~~generally ~~Best~~has ~~Companies,~~certain bystrategic ~~Newsweek~~customers asthat ~~one~~expect ~~of America’s Most Responsible Companies and as one of America’s Greenest Companies.~~

~~ESG~~a ~~Oversight.~~dedicated ~~Our~~sales ~~Corporate~~team ~~Responsibility,~~with ~~Sustainability~~specialized &knowledge ~~Governance Committee (Corporate Governance Committee) is comprised~~ of four independent members of our Board of Directors (Board) who oversee our ESG strategy and have ultimate oversight over all sustainability initiatives, strategies, and programs, including economic, social, and environmental risks. The Corporate Governance Committee and Board regularly receive updates on the ~~status~~brand’s ofproduct ~~our ESG program~~offerings. In addition, ~~the Audit & Risk Management Committee (Audit Committee) of the Board periodically assesses risk management, including climate-related risks and policies,~~ to ensure a consistent corporate strategy. The Board considers whether the ESG program adequately identifies material risks in a timely fashion, implements appropriate responsive risk management strategies, and transmits necessary information with respect to material risks within the organization. Our Chief Administrative Officer (CAO) is responsible for the day-to-day management of our ~~ESG~~wholesale program. The program’s execution is driven by our leadership team and various cross-functional teams including our ethical sourcing, facilities, warehouses and DCs, brands, innovation, materials, and supply chain teams.

~~Our~~Table ESG program aligns our internal teams with our Sustainable Development Goals (SDGs), and establishes policies to encourage our partners and suppliers to employ sustainable business practices. We annually assess risks related to ESG issues as part of ~~our overall enterprise risk management approach. In addition, our internal audit team provides periodic targeted reviews of our ESG-related policies and procedures to the Audit Committee.~~Contents 6

~~Stakeholder Engagement. We highly value stakeholder input and have consistently demonstrated our commitment to maintaining open and interactive dialogue on ESG matters with our stakeholders~~channel, ~~including~~we ~~non-governmental~~sell ~~organizations,~~products ~~employees,~~directly ~~stockholders, suppliers, industry groups, communities, and governments,~~ to ~~ensure~~consumers ~~their~~through ~~views are actively considered in executing~~ our ~~ESG~~DTC ~~program.~~channel ~~Our stakeholder outreach program is led by a cross-functional team that includes members of our investor relations, compliance, sustainability,~~ and ~~legal~~fulfill ~~teams.~~online ~~Additionally,~~orders wethrough ~~actively engage with~~ our ~~employees to obtain valuable feedback and track progress, including through regular employee engagement surveys.~~

~~Sustainable~~warehouses ~~Development~~and ~~Goals. We work to establish SDGs that we believe are the most relevant to our business~~DCs, ~~our operations, our stockholders,~~ and ~~the~~retail ~~communities in which we operate~~stores. We ~~are~~currently adistribute ~~member~~products ofsold ~~the United Nations Global Compact (UNGC), the world’s largest voluntary corporate sustainability initiative. This membership requires an annual statement of progress, which is reflected~~ in ~~our Corporate Responsibility and Sustainability Report (Creating Change Report). Our CAO identifies specific SDGs established by~~ the ~~UNGC,~~US ~~which~~through ~~we adopt to guide~~ our ~~ESG~~DCs ~~strategy.~~in Moreno

~~Our annual Creating Change Report for the year ended March 31~~Valley, ~~2025~~California, ~~which~~and ~~will be published in calendar year 2025 under the “Responsibility” tab of our website located at ir.deckers.com~~Mooresville, ~~will provide more information regarding our fiscal year 2025 ESG achievements with a focus on the SDGs discussed below~~Indiana. ~~The~~We ~~content~~also ofdistribute ~~our~~products ~~website,~~to ~~including~~ our ~~Creating~~wholesale ~~Change~~channel ~~Report, is not~~customers ~~incorporated~~through ~~by reference into this Annual Report or in any other report or document we file with the SEC.~~

8a DC bypass program.

~~Table~~International ofDistribution. ~~Contents~~Collectively, our brands are sold internationally, including in Canada, Europe, Asia, and

WeLatin ~~believe the~~America. ~~progress~~We ofsell our ~~corporate~~products ~~responsibility~~internationally ~~efforts is evidenced by disclosing goals and relevant metrics and, to that end, we have aligned the reporting standards included~~ in our ~~Creating~~wholesale ~~Change~~channel ~~Report~~through ~~with~~wholly ~~the~~owned ~~Financial~~subsidiaries ~~Stability Board’s Task Force on Climate-Related Financial Disclosures (commonly referred to as TCFD), Global Reporting Initiative’s (commonly referred to as GRI) Core Standards,~~ and Sustainability Accounting Standards Board’s (commonly referred to as SASB), and now part of the International Finance Reporting Standard (or IFRS) Foundation Consumer Goods Sector Apparel, Accessories and Footwear Index.

~~HUMAN~~independent ~~CAPITAL~~distributors, -some ~~OUR~~of ~~PEOPLE~~which ~~AND~~operate ~~OUR~~partner ~~CULTURE~~retail stores. In addition, in certain countries we sell

~~Employees.~~products Asthrough ofour ~~March~~DTC ~~31, 2025, we employed approximately 5,500 employees, reflecting an increase of 14~~channel.~~6%,~~ ~~compared~~For toour ~~March 31,~~wholesale ~~2024, in North America, Europe,~~ and ~~Asia.~~DTC ~~This includes approximately 2~~channels,~~000~~ ~~employees~~we indistribute our ~~retail~~products ~~stores~~through ~~but~~a ~~excludes temporary and seasonal employees.~~

~~Culture.~~number ~~Our~~of ~~key~~warehouses ~~values, which guide our journey onward together to improve our business~~ and ~~create~~DCs amanaged ~~better~~by ~~world~~3PLs ~~around~~in ~~us,~~certain ~~and~~international ~~help~~locations. ~~hold~~We ~~us accountable to deliver on this purpose,~~ are ascurrently ~~follows:~~transitioning

~~•Come~~one asof ~~you~~our ~~are.~~international ~~Authentic~~3PLs ~~employees~~to ~~create~~a annew ~~authentic company~~partner.

~~•Better~~Refer ~~together.~~to ~~The~~Part ~~power~~I, ofItem ~~independent~~2, ~~spirit~~“Properties,” ~~united~~and ~~for~~Note a7, ~~common~~“Leases,” ~~goal.~~of our consolidated financial statements in Part IV within

~~•Commit~~this toAnnual ~~create.~~Report ~~Curiosity~~for ~~fuels~~further ~~creativity,~~information ~~which~~on inour ~~turn~~properties ~~fuels~~and ~~innovation~~leases. Refer to Note 2, “Revenue Recognition and

~~•Own~~Business ~~it.~~Concentrations,” Weof ~~set~~our ~~high~~consolidated ~~targets~~financial ~~and~~statements ~~hit~~in ~~them~~Part ~~and~~IV ~~take~~within ~~accountability~~this ~~when~~Annual weReport ~~don’t.~~for further

~~•Do~~information ~~good~~regarding ~~and~~geographic doareas ~~great. We act with integrity~~ and ~~humility~~concentration ~~and~~of ~~respect~~related ~~each other and our communities to drive a sustainable~~ business risks.

~~Our~~Reportable ~~values~~Operating define our Company and serve as the driving force behind how we work together and with our customers, consumers, partners, suppliers, and communities. We also have detailed policies that support our commitment to ethical behavior and legal compliance across our Company. Through our open-door policy and culture, employees are encouraged to approach their managers if they believe violations of standards or policies have occurred and are able to make confidential and anonymous reports using a 24/7 online or telephone hotline hosted by an independent third-party provider.Segments

AtAs ~~Deckers,~~of weMarch ~~believe~~31, ~~our~~2026, ~~culture makes us unique. We regularly conduct employee surveys to understand~~ our ~~employees’~~three ~~experiences~~reportable onoperating asegments ~~variety~~include ofthe ~~topics~~worldwide ~~focused~~operations ~~on employee engagement. Our latest survey completed in February 2025 had a participation rate~~ of ~~91.5%. Of those employees who completed~~ the ~~survey,~~HOKA ~~89% noted they were proud to work for Deckers.~~

Webrand, ~~believe~~UGG ~~an inclusive workplace that promotes belonging for everyone brings together those with a unique set of experiences~~brand, ~~opinions,~~ and ~~thoughts~~Other onbrands ~~critical issues. In turn~~(collectively, ~~these varied perspectives enhance~~ our ~~business~~reportable ~~and~~operating ~~drive better outcomes~~segments). ~~Our~~Other ~~people are at the center of everything we do. Their perspectives and passion for innovation enable us to build~~ brands ~~and~~consist ~~create products that people around the world love. We strive to create an environment where employees can come as they are and are free to bring their authentic selves to work every day.~~

Weprimarily ~~publish~~of ~~workforce~~the ~~metrics~~Teva ~~in our annual Equal Employment Opportunity filing (EEO-1) which is publicly available at deckers~~brand.~~com/responsibility/policies.~~ The ~~content~~Other ofbrands ~~our~~reportable ~~website,~~operating ~~including~~segment ~~our~~includes ~~annual~~current ~~EEO-1~~and ~~filing,~~historical isresults ~~not~~of ~~incorporated by reference into this Annual Report or in any other report or document we file with the SEC.~~

~~Charitable~~brands ~~Giving~~previously ~~and~~sold ~~Volunteering. Our charitable contributions, product donations,~~ and ~~employee~~brands ~~volunteer~~for ~~efforts~~which ~~are~~standalone anoperations ~~essential~~have ~~part~~been ofphased ~~our culture. We annually contribute to our local communities through monetary donations~~out, ~~volunteer~~as ~~efforts,~~discussed ~~and in-kind donations~~below. During fiscal year 2025, we donated over $6,000 to various non-profit organizations around the globe, primarily to organizations focused on uplifting youth, community, belonging, education, and the environment. We also continued our Art of Kindness events, where employees volunteer during a week-long event in our local communities multiple times during the fiscal year. Our employees volunteered approximately 24,000 hours during fiscal year 2025. Our strategic giving and community-engagement efforts continued to be aligned with our SDGs.

9Consistent with our continuous focus on pursuing the most profitable long-term opportunities, we have taken the

~~Table~~following ofstrategic ~~Contents~~actions to streamline our brand portfolio within the Other brands reportable operating segment:

~~Talent~~•During ~~Development~~the ~~and~~second ~~Retention.~~quarter ~~The~~of ~~ability~~fiscal toyear ~~attract~~2026, develop, and retain employees is critical to our long-term success. We focus on our employees’ growth, creating experiences that align with our strategic priorities and promote inclusion, performance, connection, and opportunities for development. For example, we ~~offer~~began aphasing ~~week~~out ~~fully~~standalone ~~dedicated~~operations ~~to employee learning, connection, and development across the globe (Explore Week), and three global leadership development programs~~ for ~~leaders at varying levels (Trailblazers, Navigator, and Ascent). Our leadership team also mentors rising talent on a formal and informal basis, which we believe accelerates~~ the development and engagement of our top performers, increases organizational learning, and improves employee performance and retention. Further, our executive leadership team and Board commit substantial time to succession planning, evaluating the bench strength of our leadership and supporting their career development while improving organizational performance. We are proud to offer a wide range of programs intended to support global employee development and retention.

WeAHNU have demonstrated a history of investing in our workforce by offering competitive salaries and wages, and annual increases based on merit, as well as annual cash bonus compensation, which is based on Company and individual performancebrand. We ~~provide~~closed ~~tuition reimbursement for eligible US employees up to $5 thousand per calendar year~~Ahnu.com ~~Further,~~as ~~to foster a stronger sense~~ of ~~ownership~~October ~~and align the interests of management with stockholders~~1, time-based restricted stock units and long-term incentive plan performance stock units are granted to a substantial proportion of our leadership team under our stock-based compensation programs. In addition2025, employees across the US business have the opportunity to purchase stock at a discounted price through our Employee Stock Purchase Plan. Further, we engage an independent compensation consultant, FW Cook, which provides us with information to evaluate the effectiveness of our executive compensation program, including competitive pay practices and ~~trends~~completed ~~in our industry,~~ the ~~design~~phase ~~and~~out ~~structure~~ of ~~our executive compensation program, and~~ the ~~formulation of and benchmarking against our peers within our industry.~~

~~Employee~~AHNU ~~Wellness.~~brand Wein ~~strive to be one of~~ the ~~best~~wholesale ~~places~~channel toduring ~~work~~third and ~~recognize~~fourth ~~our~~quarters ~~employees are at different stages~~ of ~~life~~fiscal ~~and~~year ~~have individual needs~~2026. We ~~offer~~did affordable, innovative, comprehensive, and competitive benefits package that range from health insurance, retirement plan, life insurance, disability, accident coverage, paid time off, paid and unpaid leave including parental leave, mental health benefits, and other voluntary benefits such as health savings accounts and our recently adopted solar and electric car reimbursement program.

~~Employee~~not ~~Health~~incur ~~and~~material ~~Safety.~~exit ~~The~~costs ~~health~~or ~~and~~obligations ~~safety~~associated ~~of our employees is our highest priority. We have comprehensive safety training programs to help ensure our employees know how to do their jobs safely and in compliance~~ with ~~laws~~this ~~and regulations~~plan. ~~We prioritize the safety of our facilities and work to ensure they are modern and efficient.~~

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

AKoolaburra ~~significant part of the UGG~~ brand’s. ~~business~~We ~~has~~closed ~~historically~~Koolaburra.com ~~been~~as ~~seasonal, with the highest percentage~~ of ~~net sales occurring in~~ the ~~third~~end ~~fiscal quarter, which has contributed to variation in results~~ of operations from quarter to quarter. However, we have mitigated the impacts of seasonality by diversifying and expanding product offerings with additional year-round styles. In addition, as the HOKA brand’s net sales, which generally occur more evenly throughout the fiscal year, ~~continue~~2025 toand ~~increase~~completed ~~as a percentage of our aggregate net sales, we expect to reduce~~ the ~~impacts of seasonality in future periods.~~

~~Refer~~phase toout ~~Part I, Item 1A, “Risk Factors,” and Part II, Item 7, “Management’s Discussion and Analysis~~ of ~~Financial~~the ~~Condition~~Koolaburra ~~and~~brand ~~Results~~in ofthe ~~Operations,”~~wholesale ~~within~~channel ~~this~~during ~~Annual Report for further discussion of~~ the ~~impacts~~third ~~of seasonality~~ and ~~other~~fourth ~~factors~~quarters ~~that~~of ~~may cause our actual results to differ materially from our expectations.~~

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

•The ~~industry~~sale and markets in which we operate are highly competitive. Our competitors include athletic footwear companies, branded apparel companies, and retailers with their own private labels. Although the industry is fragmented, many of ~~our competitors are larger and have substantially greater resources, several of which compete directly with some of our products. In addition, access to offshore manufacturing and~~ the ~~growth~~Sanuk ofbrand ~~e-commerce~~was ~~has~~completed ~~made~~during ~~it easier for new companies to enter~~ the ~~markets~~second inquarter ~~which~~of wefiscal ~~compete,~~year ~~further increasing competition in the footwear, apparel, and accessories industry~~2025. InThe ~~particular, and in part due to the popularity of our UGG brand and HOKA brand products, we face increasing competition from a significant number of domestic and international~~

10financial results for the reportable operating segments present the former Sanuk brand through the

~~Table~~Sanuk ofBrand ~~Contents~~Sale Date.

~~competitors~~Refer ~~selling products designed~~ to ~~compete~~Part ~~directly or indirectly with our products. We believe our ability to successfully compete depends on numerous factors~~II, ~~including~~Item ~~our ability to predict~~7, ~~assess,~~“Management’s ~~and~~Discussion ~~respond quickly to changing consumer tastes~~ and ~~preferences,~~Analysis ~~produce appealing products that meet expectations for product quality and technical performance, maintain and enhance the image and strength~~ of ~~our~~Financial ~~brands,~~Condition ~~price our products competitively,~~ and ~~weather~~Results ~~the impacts~~ of ~~supply chain disruptions~~Operations,” among others. In addition, we believe our key customers face intense competition from other department stores, sporting goods stores, retail specialty stores, and online retailers, among others, which could negatively impact the financial stability of their businesses and their ability to conduct business with us.

~~Refer~~the tosection ~~Part~~titled I“Basis of Presentation,” ~~Item~~in 1ANote 1, “~~Risk Factors~~General,” ~~within~~and ~~this~~to ~~Annual~~Note ~~Report~~13, ~~for~~“Reportable ~~further~~Operating ~~discussion~~Segments,” of ~~the potential impact of competition on our business and results of operations.~~

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

Weoperating utilize trademarks for virtually all our products, and we believe having distinctive marks that are readily identifiable is an important factor in creating a market for our products, promoting our brands, and distinguishing our products from the products of otherssegments. We currently hold trademark registrations for “UGG,” “HOKA,” “Teva,” “AHNU,” “Koolaburra by UGG,” and other marks in the US, and for certain of the marks in many other countries, including Canada, China, the United Kingdom (UK), various countries in the European Union (EU), Japan, and Korea. As of March 31, 2025, we hold 232 designs and inventions with corresponding design or utility patent registrations, plus 64 designs and inventions which are currently pending registration. These patents expire at various times. We regard our proprietary rights as valuable assets and vigorously protect such rights against infringement by third parties.

~~GOVERNMENT~~Product ~~REGULATION~~Design and Development

We are ~~subject~~committed to adesigning ~~wide range of laws and regulations~~innovative, ~~including US federal~~functional, ~~state,~~ and ~~local~~distinctive ~~laws; the laws of jurisdictions where we operate or plan to operate; and the laws of jurisdictions from which we source our~~ products. ~~Based~~that onenable ~~the~~consumers ~~information and circumstances known~~ to usmove ~~at this time, compliance with such applicable laws and regulations is not expected to have any material effect on our business, results of operations, financial condition, or competitive position.~~

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

~~Our~~collaborate ~~annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and information statements (and any amendments or supplements~~ to ~~the~~create ~~foregoing)~~seasonal ~~filed~~product ~~with~~lines orthat ~~furnished~~meet toconsumers ~~the~~where ~~SEC pursuant to the Exchange Act are available free of charge on our website at ir.deckers.com. Such documents and information are available as soon as reasonably practicable after~~ they are ~~filed with or furnished to the SEC. We also make certain corporate governance~~ and ~~responsibility~~exceed ~~documents~~their ~~available through our website at ir~~expectations.~~deckers.com/governance~~ and ir.deckers.com/responsibility/policies, respectively, including Ethical Supply Chain Supplier Code of Conduct, Audit & Risk Management Committee Charter, Talent & Compensation Committee Charter, Corporate Responsibility, Sustainability, & Governance Committee Charter, Code of Ethics, Creating Change Report, Accounting and Finance Code of Ethics, EEO-1 Report, and Corporate Governance Guidelines. The information contained on or accessed through our website does not constitute part of this Annual Report, and references to our website address within this Annual Report are inactive textual references only.

11Each brand follows a disciplined product creation path that begins with engaging key consumer segments to gather

~~Table~~insights, ofconducting ~~Contents~~in-depth market and trend analysis, and incorporating color and material research. While this

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

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

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

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

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

Table of Contents 7

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

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

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

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

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

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

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

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

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

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

and operational performance.

Marketing and Advertising

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

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

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

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

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

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

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

relevance and desirability of our brands.

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

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

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

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

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

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

outdoor versatility, responsible materials, and elevated design.

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

evolving consumer behaviors and marketplace trends.

Manufacturing and Supply Chain

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

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

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

our independent manufacturers and the regions in which they operate.

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

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

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

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

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

design specifications.

We generally purchase products from independent manufacturers on the basis of individual purchase orders, rather

than maintaining long-term purchase commitments, which provides us greater flexibility to adapt to changing

consumer preferences, shifts in economic conditions, changes in international trade relations, and evolving

inventory management requirements.

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

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

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

Table of Contents 8

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

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

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

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

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

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

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

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

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

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

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

further information on our purchase obligations.

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

Code of Conduct (Supplier Code of Conduct), which requires them to comply with all local laws and regulations

governing human rights, working conditions, anti-corruption, restricted substances, and environmental compliance,

including animal welfare and conflict minerals, before we are willing to conduct business with them. Refer to the

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

Inventory Management and Product Returns

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

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

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

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

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

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

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

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

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

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

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

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

inventory turnover, and partially mitigated product cost increases.

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

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

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

requirements.

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

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

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

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

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

Environmental, Social, and Governance

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

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

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

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

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

organizations.

Table of Contents 9

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

supply chain teams.

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

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

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

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

policies and procedures to the Audit Committee.

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

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

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

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

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

which we adopt to guide our ESG strategy.

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

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

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

environmental stewardship.

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

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

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

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

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

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

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

and Footwear Index.

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

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

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

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

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

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

through regular employee engagement surveys.

Table of Contents 10

Human Capital - Our People and Our Culture

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

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

temporary and seasonal employees.

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

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

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

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

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

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

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

hosted by an independent third-party provider.

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

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

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

were proud to work for Deckers.

We believe an inclusive workplace that promotes belonging for everyone brings together those with a unique set of

experiences, opinions, and thoughts on critical issues. In turn, these varied perspectives enhance our business and

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

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

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

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

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

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

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

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

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

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

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

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

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

aligned with our SDGs.

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

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

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

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

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

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

Table of Contents 11

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

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

and retention.

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

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

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

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

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

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

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

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

within our industry.

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

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

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

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

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

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

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

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

and efficient.

Seasonality

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

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

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

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

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

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

expanding our year-round product offerings across our brands.

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

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

Competition

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

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

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

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

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

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

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

competition in the footwear, apparel, and accessories industry.

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

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

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

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

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

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

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

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

Table of Contents 12

Trademarks and Patents

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

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

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

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

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

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

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

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

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

parties.

Government Regulation

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

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

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

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

competitive position.

Available Information

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

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

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

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

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

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

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

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

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

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

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

inactive textual references only.

ITEM 1A. RISK FACTORS

Our short and long-term success is subject to numerous risks and uncertainties, many of which involve factors that are difficult to predict or beyond our control. As a result, investing in our common stock involves substantial risk. Before deciding to purchase, hold or sell our common stock, stockholders and potential stockholders should carefully consider the risks and uncertainties described below, in addition to the other information contained in or incorporated by reference into this Annual Report, as well as the other information we file with the SEC. If any of these risks are realized, our business, financial condition, results of operations, and prospects could be materially and adversely affected. In that case, the value of our common stock could decline, and stockholders may lose all or part of their investment. Furthermore, additional risks and uncertainties of which we are currently unaware, or which we currently consider to be immaterial, could have a material adverse effect on our business.

~~Certain statements made in this section constitute “forward-looking statements,” which~~ are ~~subject~~difficult to ~~numerous~~predict ~~risks~~or ~~and~~beyond ~~uncertainties~~our ~~including those described in this section~~control. ~~Refer~~As toa ~~the~~result, ~~section~~investing ~~entitled~~in ~~“Cautionary~~our ~~Note~~common ~~Regarding~~stock ~~Forward-Looking~~involves ~~Statements”~~substantial ~~within this Annual Report for additional information~~risk.

~~RISKS~~Before ~~RELATED~~deciding TOto ~~OUR~~purchase, ~~BUSINESS~~hold ~~AND~~or ~~INDUSTRY~~sell our common stock, stockholders and potential stockholders should

~~The~~carefully ~~footwear,~~consider ~~apparel,~~the risks and ~~accessories~~uncertainties ~~industry~~described isbelow, ~~subject to rapid changes~~ in ~~consumer~~addition ~~preferences, and if we do not accurately anticipate and promptly respond~~ to ~~consumer~~the ~~demand~~other ~~and~~information ~~spending~~contained ~~patterns,~~in ~~including~~or ~~by successfully introducing new products, we could lose sales, our relationships with customers could be harmed, and our brand loyalty could be diminished.~~

~~The~~incorporated footwear, apparel, and accessories industry is subject to rapid changes in consumer preferences and fashion tastes, which make it difficult to anticipate demand for our products and forecast our financial results. Our success is driven to some extent by ~~brand~~reference ~~loyalty,~~into ~~and~~this ~~there~~Annual ~~can be no assurance consumers will continue to prefer our brands. Consumer demand for our products depends in part on the continued strength of our brands~~Report, ~~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~~the ~~spending~~other ~~patterns,~~information with appealing merchandise. As our brands and product offerings evolve, it is necessary for our products to appeal to an even broader range of consumers whose preferences cannot be predicted with certainty. New footwear models that we ~~introduce~~file ~~may not be successful~~ with ~~consumers~~the ~~or our brands may fall out of favor with consumers~~SEC. If weany 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,~~these ~~the~~risks ~~value~~are ~~of our brands is based on evolving consumer perceptions~~realized, 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~~business, ~~brands,~~financial ~~marketing campaigns~~condition, ~~partners,~~results ~~or endorsers, which could adversely affect our reputation and sales regardless~~ of ~~the accuracy of such claims. Social media and digital marketing campaigns~~operations, 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~~prospects ~~products would become less desirable, which~~ could ~~have~~be amaterially ~~material adverse effect on our business.~~

~~Failure~~and toadversely ~~gain~~affected. ~~market~~In ~~acceptance~~that ~~for new products could impede our ability to maintain or grow current revenue levels~~case, ~~reduce profits, adversely affect~~ the ~~image~~value of our ~~brands,~~common ~~erode~~stock ~~our~~could ~~competitive position~~decline, and ~~result~~stockholders inmay ~~long-term~~lose ~~harm~~all toor ~~our business and financial results.~~

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

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

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

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

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

Table of Contents 13

Risks Related to Our Business and Industry

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

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

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

diminished.

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

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

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

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

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

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

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

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

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

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

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

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

promotional activity.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Volatile economic conditions and changes in the market have affected, and may continue to affect, consumer spending generally and the buying habits and preferences of consumers. 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

12confidence and discretionary spending. A significant portion of our HOKA brand and UGG brand products are

~~Table~~premium, ofdiscretionary ~~Contents~~purchases, and demand for these products is sensitive to macroeconomic factors, including

~~products~~inflation, iswages ~~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~~employment, ~~including worsening economic conditions,~~ consumer ~~confidence in future economic conditions~~debt, ~~including recessionary concerns, changes to fuel, energy, labor, and healthcare costs,~~ declines in ~~income~~net orworth ~~asset~~driven ~~values,~~by ~~and~~market ~~increases in consumer debt levels~~conditions, ~~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. In either case, these changes could reduce our sales and profitability, which could have a material adverse effect on our financial condition and results of operations.

Wetariffs, ~~sell a significant portion of our products through higher-end specialty~~ and ~~department~~public ~~store~~health ~~retailers,~~issues assuch ~~well~~ as ~~through~~a ~~online marketplaces~~pandemic. ~~The~~During ~~businesses~~periods of ~~these customers may be affected by factors such as changes in~~ economic ~~conditions~~uncertainty, ~~ongoing~~consumers ~~geopolitical~~may 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.

Wereduce ~~face~~discretionary ~~intense competition from both established companies and newer entrants into the market~~purchases, ~~and~~trade ~~our~~down ~~failure~~ to ~~compete~~lower-priced ~~effectively~~alternatives, ~~could~~or ~~cause~~delay ~~our~~buying ~~market share to decline~~decisions, which could ~~harm our reputation and have a material adverse effect on our financial condition and results of operations.~~

~~The~~require ~~footwear,~~us ~~apparel, and accessories industry is highly competitive and subject~~ to changing consumer preferences and tastes. Our inability 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. Our competitors include both established companies and newer entrants into the market. 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~~promotional ~~market~~activity ~~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~~adversely ~~may~~affecting ~~pressure us to reduce the pricing of~~ our ~~products~~sales 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~~profitability.

IfWe wesell ~~are~~a ~~unsuccessful~~significant atportion ~~managing product manufacturing decisions to offset the inherent seasonality~~ of our ~~business,~~products wethrough ~~may~~higher-end bespecialty ~~unable to accurately forecast our inventory~~ and ~~working~~department ~~capital~~store ~~requirements,~~retailers ~~which may have a material adverse effect on our financial condition~~ and ~~results~~online ~~of operations.~~

Like other companies in our industry, we have an extended design and manufacturing process, which involves product design, material purchases, inventory accumulation and the subsequent sale of the inventories, and accounts receivable collectionmarketplaces. ~~This~~These ~~cycle~~customers ~~requires~~may usbe toadversely ~~incur~~affected 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~~economic ~~consumer~~conditions, itgeopolitical ~~is challenging to manage our inventory and working capital requirements. Further~~instability, ~~supply~~foreign ~~chain disruptions may drive higher inventory procurement positions that could negatively affect our~~

13currency fluctuations, reduced demand for premium products, limited access to credit, and increased competition.

~~Table~~Financial ofdifficulties ~~Contents~~among our customers could negatively affect our credit exposure, reserves, and relationships

~~gross~~with ~~profit~~key ~~as a percentage of net sales (gross margin) as a result of selling excess quantities though close out channels. Further~~customers, ~~once manufacturing decisions are made, it is difficult to predict~~ and ~~timely~~could ~~adjust~~reduce ~~expenses,~~orders ~~accurately~~or ~~forecast~~increase ~~our financial results, and meet~~ the ~~expectations~~risk of ~~analysts~~delayed ~~and~~payments ~~investors,~~or ~~including as a result of:~~ defaults.

~~•the~~We ~~effects~~face ofintense ~~unfavorable~~competition orfrom ~~unexpected~~both ~~weather~~established ~~patterns~~companies ~~on consumer spending~~ and ~~demand~~newer ~~for~~entrants ~~our~~into ~~products, as~~ the ~~sales~~market, ofand ~~a majority of~~ our ~~UGG brand products are inherently seasonal and the effects of climate change may pronounce these conditions;~~

~~•changes~~failure into ~~consumer~~compete ~~preferences,~~effectively ~~tastes,~~could ~~discretionary~~cause ~~spending~~our market share to decline, ~~and~~which ~~prevailing~~could ~~fashion~~harm ~~trends;~~our reputation and

~~•market~~have ~~acceptance~~a ofmaterial ~~our~~adverse ~~current~~effect ~~products~~on ~~and~~our ~~new~~financial ~~products,~~condition and results of ~~competitive products;~~operations.

~~•the~~The ~~competitive~~footwear, ~~environment~~apparel, ~~including~~and ~~pricing~~accessories ~~pressure~~industry ~~from~~is ~~reduced~~highly ~~pricing of~~ competitive ~~products,~~and ~~which~~subject ~~may cause consumers~~ to ~~shift~~rapidly ~~their~~changing ~~purchasing~~consumer ~~decisions away from our products;~~

~~•delays~~preferences. inIf ~~resource~~we orare ~~product~~unable ~~availability~~to ~~from~~compete ~~supply~~effectively, ~~chain~~we ~~disruptions;~~could ~~and~~experience a decline in market share, reduced

~~•uncertain~~demand ~~macroeconomic~~for ~~and~~our ~~political~~products, ~~conditions.~~pricing pressure, or damage to our reputation, which could have a material adverse effect

~~The~~on ~~evolution and expansion of~~ our ~~brands~~financial ~~and~~condition product offerings have made our inventory management activities more challenging. 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~~results ~~gross margin, and we may not be able to recover our investment in the development~~ of ~~new styles and product lines~~operations. OnCompetition ~~the other hand, if we underestimate demand, or if our independent manufacturing facilities are unable to supply 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. If that occurred, we could lose sales,~~ our ~~relationships~~markets ~~with~~is ~~customers~~influenced ~~could~~by ~~be harmed, and our brand loyalty could be diminished. In either event, these~~ factors ~~could~~such ~~have~~as ~~a material adverse effect on our financial condition and results of operations.~~

WeTable ~~rely upon a number~~ of warehouse and distribution facilities to operate our business, and any damage 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.Contents 14

Webrand ~~rely upon a broad network of warehouses and distribution facilities to store~~recognition, ~~sort,~~product ~~package~~innovation and ~~distribute our products. In the US~~performance, ~~we distribute products primarily through self-managed warehouses and DCs in Moreno Valley~~pricing, ~~California, and in Mooresville, Indiana, which feature a complex warehouse management system that enables us~~ speed‑to efficiently pack products for direct shipment to our customers and consumers. We expect our recent domestic warehouse and DC expansion to create long-term capacity for the domestic growth of the UGG and HOKA brands. We could face a significant disruption in our domestic warehouse and DC operations if our warehouse management system does not perform as anticipated or ceases to function for an extended period of time‑market, ~~which~~marketing ~~could occur due to damage to the facility~~effectiveness, ~~failure~~use of software or equipment, cyber-security incidents, power outages or similar problems. 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.

~~Internationally,~~data weanalytics ~~distribute our products through warehouses~~ and ~~DCs managed by 3PLs in certain international locations. For example~~AI, weaccess ~~are currently in the process of transitioning one of our international 3PLs~~ to amanufacturing ~~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~~capacity, ~~performance standards,~~ and ~~expectations,~~control ~~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. While we believe we conduct appropriate diligence before entering into service agreements with 3PLs, if our 3PLs fail to manage these responsibilities, or if their operations are disrupted as a result of factors outside of their control, such as sanctions that could in the future be imposed on other countries by the US government, our distribution ~~operations could face significant disruption~~channels. The loss of or disruption to the operations of any one or more of these facilities could materially adversely affect our sales, business performance, and results of operations. 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 losses and may not continue to be available to us on acceptable terms, or at all.

14Our competitors include both established global brands and newer market entrants, including competitors whose

~~Table~~broader ofproduct ~~Contents~~assortments and higher sales volumes may be more important to certain customers. We believe

Wethat ~~rely~~the ~~upon~~growth ~~independent~~and ~~manufacturers~~visibility ~~for most~~ of our ~~production~~HOKA ~~needs,~~brand and ~~the~~UGG ~~failure~~brand ofhave ~~these~~attracted ~~manufacturers~~competitors tospecifically ~~manage~~targeting ~~these responsibilities would prevent us from filling customer orders, which would result in loss of sales and harm our relationships with customers.~~

~~We rely upon independent manufacturers and their respective material suppliers for most of our production needs,~~ the ~~majority~~categories ofin which ~~are located in Southeast Asia, predominately in Vietnam, and~~ we ~~do not have direct control over these manufacturers or their suppliers~~operate. WeBarriers ~~expect our independent manufacturers~~ to ~~finance~~entry ~~the~~have ~~production~~been ofreduced ~~goods~~by ~~ordered,~~access maintain manufacturing capacity, comply with our policies, and store finished goods in a safe location pending shipment. Further, because most of our independent manufacturers are in Southeast Asia, we are subject to ~~risks~~offshore ~~associated~~manufacturing ~~with natural disasters, epidemics, geopolitical tensions, or other events outside of our control affecting the region. If any of these were to occur, we may not be able to timely source raw~~ and ~~other materials, manufacture products, or fill customer orders, or products delivered may not meet our quality standards, which would result in lost sales and harm to our relationships with customers.~~

~~There~~evolving ~~can be no assurance of a long-term~~technologies, ~~uninterrupted~~allowing ~~supply~~competitors ~~of products from our independent manufacturers. While we have long-standing relationships with most of these manufacturers, they could terminate our engagement, seek~~ to ~~increase~~develop ~~their prices, or extract other concessions from us,~~ and wescale ~~may~~products ~~not~~more bequickly ~~able to timely engage a suitable alternative. If we are required to find alternative manufacturers, we could experience manufacturing delays, increased manufacturing costs,~~ and ~~substantial~~at ~~disruption~~lower ~~to our business, any of which could negatively affect our results of operations~~cost.

~~Interruptions~~Some ~~in the supply~~ of our ~~products~~competitors ~~can~~ also result from adverse events that impair our manufacturers’ operations. For example, we keep proprietary materials necessary to produce our products, such as shoe molds and other materials, in the custody of our independent manufacturers. If these independent manufacturers were to lose or damage these proprietary materials, we cannot be assured that the manufacturers would have ~~adequate~~substantially ~~insurance~~greater ~~to cover such loss or damage~~financial, ~~and~~technological, ~~in any event~~manufacturing, ~~the replacement of such materials would likely result in significant delays in the production of our products~~marketing, ~~which could result in a loss of sales~~ and ~~earnings.~~

~~Our~~distribution ~~financial~~resources ~~success~~than iswe ~~influenced~~do, byas ~~the~~well ~~success~~as ofbroader ~~our~~brand ~~customers~~awareness, ~~and~~which ~~the~~may ~~loss~~enable ofthem ato ~~key~~compete ~~customer~~more ~~could have a material adverse effect on our financial condition and results of operations.~~

~~Much~~effectively ofon ~~our financial success is related to the ability of our customers~~price, ~~which~~accelerate ~~include~~product ~~our retailer and distributor partners~~development, toleverage ~~successfully~~advanced ~~market~~data ~~and~~analytics ~~sell our brands to consumers. If a customer fails to satisfy contractual obligations~~ or ~~meet our expectations~~AI, oradapt ~~experiences operational issues, it may be difficult~~ to ~~locate~~technological an acceptable alternative. Any disruption to these relationships may result in increased costs or loss of customers. In addition, there is no guarantee a new customer will generate results that are more favorable than the terminated party.

We face a risk that key customers may not increase their business with us as we expect or may significantly decrease their business with us or terminate our relationship. Although no single customer accounted for 10.0% or more of our total net sales during fiscal year 2025, our top ten customers made up 23.7% of total net sales. The failure to increase sales with our key customers would have a negative effect on our growth prospects, and any decrease or loss of these customers’ business could result in a material decrease in our net sales and net income if we are unable to capture these sales through our DTC channel. Further, as of March 31, 2025, we have one customer that represents 13.6% of trade accounts receivable, net. Trade accounts receivable, net are typically unsecured and thus subject us to a risk that we will be unable to timely collect on amounts owed, which could affect our revenue and liquidity. Sales to our customers are on an order-by-order basis and may be cancelled or rescheduled by our customers. We rely on purchase order delivery dates as a key factor in forecasting our sales and earnings, and if our customers postpone, reduce, or discontinue purchases from us, we could fail to meet our forecasted results. These risks have been exacerbated as our key customers are impacted by significant structural changes ~~to the retail industry fueled by changing technology~~, ~~consumer~~ and ~~wholesale~~withstand ~~partner~~periods purchasing behavior, and economic conditions, as well as a shrinking retail footprint. These trends have been, and may in the future be, intensified by a pandemic or other public health emergency. We may lose key customers if they fail to manage the effect of this rapidly changing retail environment. Any loss of one of these key customers, or a significant reduction in purchases from one of these customers, could result in a significant decline in sales, write-downs of excess inventory, or ~~pressure~~reduced toconsumer ~~discount our products, any of which could have a material adverse effect on our financial condition or results of operations~~demand. ~~Further,~~As a ~~key customer may dispose of their excess inventories to consumers or unauthorized sellers at significantly reduced prices~~result, ~~which~~we ~~may~~face ~~put~~ongoing ~~pressure on us to reduce our prices to compete, or cause consumers to shift their purchasing decisions away from our authorized sellers entirely.~~

15competition for customer relationships and distribution channels, including competition for preferred access to key

~~Table~~retail ofaccounts, ~~Contents~~shelf space, and digital visibility.

WeConsistent ~~depend~~with onthese ~~qualified talent and~~dynamics, if we ~~are~~have ~~unable to retain or hire executive officers~~experienced, ~~key employees,~~ and ~~skilled~~expect ~~talent,~~to wecontinue ~~may not be able~~ to ~~achieve our strategic objectives~~experience, pricing and ~~our results of operations may be adversely impacted.~~

Topromotional execute our growth plan, we must continue to attract and retain highly qualified talent, including executive officers and key employees. Further, to continue to develop new products and successfully operate and grow our key business processes, it is important for us to continue hiring and retaining talent in highly skilled footwear, apparel and accessories design, marketing, merchandising, sourcing, technology, operations, and support functions. Competition for executive officers, key employees, and skilled talent is intense within our industry and there continues to be upward pressure on the compensation paid to these professionals. Changes to our office environment or work models may not meet our employees’ expectations. Many of the companies with which we compete for experienced talent have greater name recognition and financial resources than we have. Further, continued strength of our results may result in other companies and competitors perceiving our employees as more desirable. If our employment proposition is not perceived as favorable compared to other companies’, it could negatively affect our ability to attract, hire, and retain our employees. We are committed to offering competitive compensation and benefits to employees across our ~~business~~brands ~~to positively affect attrition, which impacts our selling, general,~~ and ~~administrative (SG&A) expenses. Our domestic headquarters are located in Goleta~~channels, ~~California,~~particularly ~~which~~during isperiods not generally recognized as a prominent commercial center, and it is difficult to attract qualified professionals due to our location. If we hire employees from competitors, their former employers may assert that we or these employees have breached legal obligations, resulting in a diversion of ~~our~~elevated ~~time~~industry ~~and~~inventory resources. In addition, prospective and existing employees often consider the value of the stock-based compensation when deciding whether to take a job. If our stock price is volatile, it may adversely affect our ability to recruit and retain qualified talent and we may be unable to achieve our long-term strategic objectives, our results of operations may suffer, and it may damage our reputation as a preferred employer, which would challenge our ability to effectively compete across the global labor market.

Welevels ~~believe~~or ~~our~~inflationary ~~culture has been and will continue to be a key contributor to our success~~pressure. IfIncreased wediscounting door ~~not~~promotional ~~maintain~~activity ~~our~~by ~~culture~~competitors ~~and core values, the growth and success of our business~~ may berequire ~~harmed.~~us ~~Any failure~~ to ~~preserve our culture could negatively affect our ability to recruit and retain talent and to achieve our strategic objectives.~~

~~The~~reduce ~~continued~~prices ~~service of our executive officers and key employees is particularly important, and the departure of such talent may disrupt our business~~ or ~~result~~increase inpromotions ~~the~~to ~~depletion~~remain ~~of significant institutional knowledge. Our executive officers and key employees are employed on an at-will basis~~competitive, ~~which~~negatively ~~means~~affecting ~~that they can terminate their employment with us at any time. The loss of one or more of~~ our ~~executive~~gross ~~officers~~margin ~~or other key employees or significant turnover in our senior management,~~ and ~~the~~results ~~often-extensive process~~ of ~~identifying and hiring other talent to fill those key positions, could have a material adverse effect on our business.~~

~~We use sheepskin to manufacture a significant portion of our products~~operations, and ifcould wecause ~~are~~consumers ~~unable~~ to ~~obtain~~shift ~~sufficient~~purchases ~~sheepskin at acceptable prices that meets our quality expectations, or if there are legal or social impediments~~ to ~~our~~competing ~~ability~~products. toIn ~~use sheepskin~~addition, itmany ~~could~~of ~~have a material adverse effect on~~ our ~~business.~~key

Wewholesale ~~purchase~~customers ~~certain~~face ~~raw~~intense ~~materials~~competitive ~~that are affected by commodity prices~~pressures, ~~the most significant of which is sheepskin. The supply of sheepskin, which is used to manufacture a significant portion of our UGG brand products, is in high demand~~ and ~~there~~deterioration are limited suppliers that are able to provide the quantity and quality of sheepskin that we require. In addition, our unique product design and animal welfare standards require sheepskin that may be found only in certain geographies. Sheepskin used in our UGG brand products is sourced primarily from designated suppliers in Australia and processed by two tanneries in China. If this sheepskin and the resulting products we produce do not conform to our quality or sustainability specifications or fail to meet consumer expectations, we could experience reduced demand for our products, a higher rate of customer returns, and negative effects on the image of our brands, any of which could have a material adverse effect on our business. Similarly, if these tanneries are not able to deliver sheepskin in the quantities required, or were to cease operations, we may not be able to timely obtain suitable substitute materials, which would limit our ability to meet demand for our products, lead to inventory shortages, result in a loss of sales, strain our customer relationships, and harm our reputation. In addition, any factors that negatively affect the business of these tanneries, or the businesses of the suppliers that warehouse their ~~inventories, such as loss of customers,~~ financial ~~instability,~~condition ~~loss or destruction of property, work stoppages, political instability, or acts of terrorism or catastrophic events,~~ could ~~result in shortages in our supply of sheepskin.~~

~~While~~adversely weaffect ~~have~~their ~~experienced~~ability ~~stable~~to ~~pricing~~do inbusiness ~~recent~~with ~~years, fluctuations in the price of sheepskin could occur as a result of any factors that increase the demand for, or decrease the supply of, sheepskin, including weather~~ us.

16If we are unsuccessful at managing inventory planning, forecasting, and global supply chain execution, we

~~Table~~may ofbe ~~Contents~~unable to accurately forecast our inventory and working capital requirements, which may have a

~~patterns,~~material ~~supply~~adverse conditions, energy prices, work stoppages, increased logistics costs, government regulation, sanctions and policy, market speculation, compliance with our standards, harvesting decisions, incidence of disease, the price of other commodities, such as wool and leather, the demand for our products and the products of our competitors, and global economic conditions, any of which would increase our manufacturing costs and reduce our gross margin. The impacts of any of these factors may be exacerbated by global climate change. While we use purchasing contracts and other pricing arrangements to reduce the effect ~~of sheepskin price fluctuations~~ on our ~~results~~financial ofcondition ~~operations,~~and ~~we may be unable to offset the negative effect of a prolonged increase in such prices on our~~ results of operations. ~~In that event, it is unlikely we will be able to adjust our product prices sufficiently to eliminate the effect on our gross margin and our financial results may suffer.~~

InLike addition, our industry is characterized by rapidly changing fashion trends and consumer preferences, and we believe there is a growing trend to eliminate the use of certain animal products, most notably fur, in footwear, apparel, and accessories. For example, the sale of fur is banned in certain US cities, and similar legislation is being considered in other ~~geographies.~~companies ~~While the use of leather and sheepskin has typically not been subject to these restrictions, it is possible that future legislation could restrict our ability to use sheepskin~~ in the products we sell in certain geographies. In addition, notwithstanding whether specific legislation is passed, it is possible that consumer preferences may change based on evolving ethical or social standards, such that our ~~products may potentially become less desirable to certain consumers. Because sheepskin is used to manufacture a significant portion of our UGG brand products~~industry, ~~any~~we ~~legal or social impediments to the sale of sheepskin products, especially within our large target markets, could~~ have aan ~~material~~extended ~~adverse~~design ~~effect~~and onmanufacturing ~~our business~~process, ~~financial~~which ~~condition,~~involves ~~and results of operations.~~

Weproduct ~~rely~~design, onmaterial ~~technical~~purchases, ~~innovation~~inventory toaccumulation ~~compete~~and in the ~~market~~subsequent ~~for~~sale ~~our~~of ~~products.~~the inventories, and

~~Our~~accounts ~~success~~receivable ~~relies in part on our continued innovation in both the materials we use and the design of our footwear~~collection. InThis ~~particular,~~cycle ~~our~~requires ~~HOKA~~us brand maintains its competitiveness through continuous product innovation and timely introduction of new features and technologies that align with current and emerging consumer expectations. Also, we continue to ~~invest~~incur insignificant ~~research~~expenses ~~and~~relating ~~development~~ to increasingly incorporate preferred materials in our products as part of our sustainability efforts. We also increasingly use preferred synthetics, preferred regenerated or synthetic cellulosic fibers, and preferred plant fibers. Although we continue to refine our materials and develop new properties for specific applications, if we fail to introduce technical innovation in our products or experience issues with the ~~quality of our products or materials~~design, consumer demand for our products could decline and we may experience reputational damage. Further, as our brands transition to suppliers with recycled, renewable, regenerated, and certified/natural materials (preferred materials), we may be subject to increased costs or supply constraints, which could reduce our sales and profitability and have a material adverse effect on our financial condition and results of operations.

Wemanufacturing, ~~may~~and ~~not~~marketing ~~succeed~~of ~~in implementing~~ our ~~growth~~products ~~strategies,~~ in ~~which~~advance ~~case~~of wethe ~~may~~realization ~~not be able to take advantage~~ of ~~certain~~sales, ~~market opportunities~~ and ~~may~~results ~~become~~in ~~less~~significant ~~competitive.~~

Asliquidity ~~part~~requirements of our overall growth strategy, we are continually seeking out opportunities to enhance the positioning of our brands, diversify our product offerings, extend our brands into complementary product categories and ~~markets,~~working ~~expand~~capital ~~geographically,~~fluctuations ~~optimize~~throughout our ~~retail~~fiscal ~~presence both in stores and online~~year, ~~and~~which improve our financial performance and operational efficiency. Our future growth depends in part on our expansion efforts outside of North America (international growth strategy). For example, we have opened UGG and HOKA brand retail locations in international markets through Company-owned stores and through third-party retailers. Flagship stores play a crucial role in brand market positioning, are operated to have neutral operating profitability, are typically greater in size, and involve more extensive leasehold improvements and furniture and fixtures compared to our other concept retail stores. If we are unable to identify new retail locations with consumer traffic sufficient to support a profitable sales level or elevate our brand market positioning, our retail growth may be ~~limited,~~amplified ~~and~~by wesupplier may be unable to avoid losses or negative cash flows. Furthermore, our future growth depends in part on our ability to effectively manage the profitability of our existing retail locations. For example, our failure to successfully identify and close underperforming stores in a timely manner could have a number of material adverse effects, such as impairments and a negative impact on our financial condition and results of operations.

Weperformance ~~also~~issues license the right to operate our brand retail stores to third parties through our partner retail program. All of the partner retail stores are operated in international markets. We provide training to support these stores and ~~set~~broader ~~and~~supply ~~monitor~~chain ~~operational standards~~constraints. ~~However,~~As ~~the quality of these store operations may decline due to the failure of these third parties to operate the stores in~~ a ~~manner~~result, ~~consistent with our standards or our failure to adequately monitor~~ these ~~third~~liquidity ~~parties, which could result in reduced sales~~ and ~~cause~~working ~~our~~capital ~~brand~~demands ~~image to suffer.~~

17may limit our ability to adjust inventory levels and respond efficiently to changes in consumer demand, particularly

~~Table~~during periods of ~~Contents~~macroeconomic uncertainty. Our forecasting processes rely on assumptions, data, and systems

Asthat ~~part of our international growth strategy, we~~ may ~~transition~~not ~~certain~~accurately ~~brands~~reflect infuture ~~certain~~consumer ~~geographies from a third-party distribution model to a direct distribution model~~ or ~~vice~~customer ~~versa. Failure to effectively implement our growth strategies and develop our business in new international markets~~demand, or ~~disappointing~~supply ~~growth~~chain ~~within existing markets~~conditions, could negatively affect our revenues and rate of growth and result in our business becoming less competitive. In addition, taking steps to implement our growth strategies could have a number of negative effects, including ~~increasing our working capital needs, causing us to incur costs without any corresponding benefits, and diverting management time and resources away from our existing business.~~

~~Increasing~~manufacturing ~~expectations~~capacity, ~~from~~raw ~~investors,~~material ~~regulators~~availability, and ~~other~~logistics ~~key~~constraints. ~~stakeholders~~Further, ~~with~~variability ~~respect~~and toconstraints ~~our~~within ~~ESG practices may impose additional costs on us or expose us to new or additional risks.~~

Investor advocacy groups, certain institutional investors, investment funds, stockholders, customers, consumers, employees, non-governmental organizations, the media, including social media, and regulators, such as the SEC, are increasingly scrutinizing corporate responsibility, specifically related to ESG practices and disclosures of companies and the implications of the social and environmental costs of their investments. From time to time, we communicate certain ESG initiatives to market participants and our ~~customers~~global and business partners, including through our annual Creating Change Report. Any ESG disclosure we make may include our policies, practices, initiatives, and goals on a variety of human rights, corporate governance, environmental compliance, sustainability, employee health and safety practices, human capital management, product quality, supply chain ~~management, and workforce inclusion and diversity. Although we have undertaken expansive efforts to improve and implement our ESG initiatives, it is possible stakeholders~~ may ~~not~~drive behigher ~~satisfied~~inventory ~~with~~procurement ~~such~~positions ~~disclosures,~~that or our ESG practices or the speed of their adoption. In addition, negative perception of diversity, equity, and inclusion initiatives, whether due to perceived over or under pursuit of such initiatives, could result in reduced customer demand, stockholder activism, regulatory inquiries, and litigation or other adverse impacts. The establishment of ESG criteria and key metrics, as well as the collection of relevant data subject to evolving internal controls and processes, can be costly, complex, and time consuming, and is subject to evolving reporting standards and regulations. If our ESG practices do not meet investor or other stakeholder expectations and standards, which continue to evolve, or if we are perceived to have not appropriately responded to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, it may negatively affect our ~~employee~~working retention and recruitment, or we may suffer from reputational damage and our business and financial condition could be materially and adversely affected. We may also incur additional costs or require additional resources to monitor such stakeholder expectations and standards and to meet our targets and commitments. Further, we could fail, or be perceived to fail, to achieve our ESG initiatives or goals, or we could fail to report our progress fully and accurately on such initiatives and goals, which could negatively affect our reputation, employee retention and recruitment, and the willingness of our customers and suppliers to do business with us.

~~Increasing~~capital ~~focus on ESG matters has resulted in,~~ and isgross ~~expected~~margin toas ~~continue~~a to result ~~in, the adoption~~ of ~~legal~~selling ~~and~~excess ~~regulatory~~quantities ~~requirements~~through ~~designed~~close toout ~~mitigate the effects of climate change on the environment and requiring climate-related disclosures~~channels. IfAs ~~new~~a ~~laws or regulations are more stringent than current legal or regulatory requirements~~result, ~~we may experience increased compliance burdens and costs to meet such obligations. Our processes and controls for reporting ESG matters and related data across~~ our operations and supply chain are evolving along with multiple disparate standards for identifying, measuring, and reporting ESG metrics, including ESG-related disclosures required by the SEC, European, and other regulators, such as those in California, and such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future.

~~Climate~~inventory ~~change~~levels, ~~natural~~working ~~disasters,~~capital ~~public health issues~~requirements, orand ~~other~~results ~~events~~of ~~beyond~~operations ~~our~~may ~~control,~~be ~~as well as related regulations, have~~ adversely affected, ~~and~~by ~~could~~a innumber ~~the~~of ~~future adversely affect, our business.~~

~~Natural disasters or other catastrophic events~~factors, including: the effects of climate change or a pandemic, may damage or disrupt our operations, international markets, and the global economy. Our operations are subject to interruption from extreme weather events, power shortages, pandemics, terrorism, political instability, telecommunications failures, cyber-attacks, war, and other events beyond our control. Although we maintain disaster recovery plans, such events could disrupt our operations, including through the inability of talent to work, loss of life, and adverse effects on supply chains, power, infrastructure and the integrity of IT systems, any of which could materially increase our costs and expenses, decrease sales, and disrupt our business continuity. We could incur significant capital expenditures and other costs to improve the climate-related resiliency of our infrastructure and otherwise prepare for, respond to, and mitigate the effects of climate change, including compliance with evolving, and at times inconsistent, laws and regulations. We could also experience increased costs for energy,

18•constraints or inefficiencies in transportation capacity, delivery timing, inventory flow, or production

~~Table~~scheduling, ofwhich ~~Contents~~may contribute to uneven inventory receipts, elevated inventory levels, or delays

production, transportation, raw and other materials, as well as higher insurance premiums and deductibles, which could adversely affect our operations. Our insurance may not be sufficient to cover losses that we may sustain. Any event that disrupts our operations or those of our partners or customers could have a material adverse effect on our business, results of operations and financial condition. Any assessment of the potential impact of future climate change legislation, regulations, or industry standards, as well as any international treaties and accords, is uncertain given the wide scope of potential regulatory change in ~~the~~fulfilling ~~countries in which we operate.~~demand;

~~These~~•unfavorable ~~events~~or ~~could~~unexpected ~~also~~weather ~~adversely~~patterns ~~affect~~that the supply of raw materials, including sheepskin and leather, disrupt the operation of our supply chain and the productivity of our contract manufacturers, increase our production costs, impose capacity restraints, and affect ~~the~~consumer ~~types of products consumers purchase. Further, public health issues and related regulatory responses may reduce~~ demand for certain products, deteriorate our ability, or the ability of our customers, to operate in affected regions, and result in the failure of key business partners to provide services for our efficient operations, including the inability of our manufacturers or thirdseasonally-~~party~~driven ~~distributors to timely fulfill their obligations to us, any of which would adversely affect our business, results of operations and financial condition.~~

Weproducts, ~~face~~particularly ~~risks~~within ~~associated~~our ~~with~~UGG ~~strategic acquisitions and divestitures~~brand, ~~and~~which ~~our~~may ~~failure~~be tointensified ~~successfully~~by ~~integrate~~the ~~any~~effects ~~acquired business could have a material adverse effect on our results~~ of ~~operations~~climate ~~and financial condition.~~

As part of our overall strategy, we may periodically consider strategic acquisitions to expand our brands into complementary product categories and markets, or to acquire new brands, technologies, intellectual property, or other assets. Our ability to do so depends on our ability to identify and successfully pursue suitable acquisition opportunities. Such acquisitions involve numerous risks, challenges, and uncertainties, including the potential to: change;

•~~expose~~changes ~~us to risks inherent~~ in ~~entering~~consumer ~~into~~preferences, adiscretionary ~~new~~spending ~~market~~patterns, orprevailing ~~geographic~~fashion ~~region;~~trends, and

pricing pressure that may require increased promotional activity to sell inventory;

•macroeconomic conditions, including inflation, interest rate volatility, or global economic uncertainty,

that may affect consumer purchasing behavior, supplier capacity, or logistics costs; and

•market acceptance of our products and competing offerings, and variability in product availability.

The evolution and expansion of our brands and product offerings have made our inventory management activities

more challenging. For example, if we overestimate demand for any products or styles, we may be forced to increase

promotional activity or adjust pricing to sell excess inventories, which would result in lower sales and reduced gross

margin, and we may not be able to recover our investment in the development of new styles and product lines. On

the other hand, if we underestimate demand, or if our independent manufacturing facilities are unable to supply

Table of Contents 15

products in sufficient quantities or on a timely basis, we may experience inventory shortages that may prevent us

from fulfilling customer orders or result in delays in shipments to customers. If that occurred, we could lose sales,

our relationships with customers could be harmed, and our brand loyalty could be diminished. In either event, these

factors could have a material adverse effect on our results of operations.

We rely upon a number of warehouse and distribution facilities to operate our business, and any damage 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.

We rely upon a broad network of warehouses and distribution facilities to store, sort, package and distribute our

products. Our distribution operations depend on the effective functioning of global transportation and logistics

networks, including ports, carriers, and third-party service providers. Disruptions to these networks, including labor

shortages or disputes, capacity constraints, fuel and freight cost volatility, routing inefficiencies, or infrastructure

limitations could increase delivery times, delay inbound or outbound shipments, strain distribution capacity, increase

fulfillment and other costs, and impair our ability to efficiently receive, store, and distribute products.

In the US, we distribute products primarily through self-managed warehouses and DCs in Moreno Valley, California,

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. 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

or equipment, cyber-security incidents, power outages or similar problems. Any significant disruption to our

domestic warehouse or DC operations could adversely affect our ability to fulfill customer orders. In addition,

increased reliance on automation, data analytics, and system integrations within our warehouse operations,

including to address outdated or no longer supported software, systems and equipment, may increase the risk of

system failures, data inaccuracies, or operational disruptions if such systems are not implemented or maintained

effectively, which could similarly have a material adverse effect on our business.

Internationally, we distribute our products through warehouses and DCs managed by 3PLs in certain international

locations. For example, we are currently transitioning certain international 3PL operations to a new partner. While

we conduct diligence prior to entering into service agreements with 3PLs, we depend on these providers to operate

their warehouses and DCs in a manner that meets our business and performance requirements, including with

respect to data security and compliance with applicable data protection and privacy laws, and the provision of

quality services on a timely basis at the prices we expect. If our 3PLs fail to manage these responsibilities, including

during or following an operational transition, system cutover, or data migration, or if their operations are disrupted as

a result of factors outside of their control, such as sanctions that could in the future be imposed by the US

government, or broader disruptions or inefficiencies in global logistics and transportation networks, our distribution

operations could face delays, reduced reliability, or increased costs. The loss of or disruption to the operations of

any one or more of these facilities could materially and adversely affect our sales, business performance, and

results of operations. 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

losses and may not continue to be available to us on acceptable terms, or at all.

We rely upon independent manufacturers for 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.

We rely upon independent manufacturers and their respective material suppliers for all of our production needs, the

majority of which are located in Southeast Asia, predominantly in Vietnam and Indonesia, which exposes us to

geographic concentration risk, including risks arising from regional economic, political, environmental, or operational

conditions, and we do not have direct control over these manufacturers or their suppliers. We expect our

independent manufacturers to finance the production of goods ordered, maintain manufacturing capacity, comply

with our policies, and store finished goods in a safe location pending shipment. The ability of our independent

manufacturers to meet these expectations may be adversely affected by liquidity constraints or limitations in their

access to third-party financing arrangements supporting their supply chains or working capital needs, which could

reduce available production capacity, delay shipments, or result in lost sales. Disruptions arising from these

geographic concentrations, our limited control over independent manufacturers and their suppliers, or our

manufacturers’ inability to meet these expectations could adversely affect our ability to manufacture products or

fulfill customer orders, which could negatively affect our results of operations.

Table of Contents 16

There can be no assurance of a long-term, uninterrupted supply of products from our independent manufacturers.

Our dependence on a limited number of key manufacturing partners may increase our exposure to disruptions,

pricing changes, or capacity constraints. 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

from us, and we may not be able to timely engage a suitable alternative. If we are required to find alternative

manufacturers, we could experience manufacturing delays, increased manufacturing costs, and substantial

disruption to our business, any of which could negatively affect our results of operations.

Interruptions in the supply of our products can also result from adverse events that impair our manufacturers’

operations. For example, we keep proprietary materials necessary to produce our products, such as shoe molds

and other materials, in the custody of our independent manufacturers. If these independent manufacturers were to

lose or damage these proprietary materials, we cannot be assured that the manufacturers would have adequate

insurance to cover such loss or damage, and, in any event, the replacement of such materials would likely result in

significant delays in the production of our products, which could result in a loss of sales and earnings.

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 results of operations.

Much of our financial success is related to the ability of our customers in the wholesale channel, including

international distributors and retail partners, to effectively market and sell our brands to consumers. These

relationships are typically governed by contractual arrangements. If a customer fails to meet contractual obligations,

satisfy our expectations and standards, or experiences operational or financial difficulties, it may be challenging and

time-consuming to identify and transition to an acceptable alternative. In addition, disputes under these

arrangements could result in litigation, arbitration, settlement costs, or operational disruptions.

We may also be adversely affected by our customers’ actions or omissions, including failures to comply with

applicable laws, regulatory requirements, labor or employment standards, or our policies. Such conduct could harm

our reputation, subject us to regulatory scrutiny or liability, disrupt our relationships with other customers and

business partners, and adversely affect demand for our products. Transitioning away from an existing customer,

whether due to performance or compliance concerns, may result in lost sales, significant transition costs, and

operational disruption as we identify, onboard, and integrate replacement distribution or retail partners, and there

can be no assurance that a replacement will generate comparable or improved results.

We face the risk that key customers may not increase their business with us as anticipated, may significantly reduce

purchases, or may terminate their relationships with us. However, no single customer accounted for 10.0% or more

of our total net sales during fiscal year 2026. The failure to increase sales to these customers could negatively affect

our growth prospects, and any reduction or loss of their business could materially and adversely affect our net sales

and results of operations, particularly if we are unable to offset such declines through our DTC channel. As of March

31, 2026, one customer represents 18.5% of trade accounts receivable, net, which is generally unsecured and

exposes us to collection risk that could affect our results of operations and liquidity.

We rely on customer purchase orders and delivery schedules for forecasting sales and results of operations. If

customers postpone, cancel, reduce, or discontinue orders, we may fail to meet our forecasts. These risks may be

exacerbated by structural changes in the retail industry including shifts in technology, consumer and wholesale

partner purchasing behavior, economic conditions, and a shrinking retail footprint. The loss of a key customer, or a

significant reduction in orders, could result in lower sales, excess inventory and related write-downs, and materially

and adversely affect our financial condition or results of operations. In addition, a key customer may liquidate

excess inventory through discounted channels, including unauthorized sellers, which could negatively impact brand

perception and divert demand from our authorized distribution channels.

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, which could adversely affect our

results of operations.

To execute our growth plan, we must continue to attract and retain highly qualified talent, including executive

officers and key employees. In addition, to develop new products and successfully operate and grow our key

business processes, we rely on employees with specialized expertise across design, marketing, merchandising,

sourcing, technology, operations, and support functions, including talent in areas such as data analytics, digital

commerce, and supply chain management. Competition for executive officers, key employees, and skilled talent is

intense within our industry, and we continue to experience upward pressure on compensation costs. Changes to our

Table of Contents 17

office environment or work models may not meet employees’ expectations, and many of the companies with which

we compete for talent have greater name recognition and financial resources than we have. Continued strength in

our results may also increase the risk that our employees are targeted by competitors. If our overall employment

proposition, including compensation, benefits, culture, work model, or career development opportunities, is not

perceived as favorable relative to other employers, our ability to attract, hire, and retain qualified personnel could be

adversely affected. We are committed to offering competitive compensation and benefits, which may increase our

selling, general, and administrative (SG&A) expenses. Further, our domestic headquarters are located in Goleta,

California, which may further limit our ability to attract qualified professionals.

If we hire employees from competitors, their former employers may assert that we or these employees have

breached legal obligations, resulting in a diversion of management time and resources. Prospective and existing

employees also often consider the value of stock-based compensation when deciding whether to accept or remain

in a position. Accordingly, volatility in our stock price may adversely affect our ability to recruit and retain qualified

talent. Any inability to attract, retain, or motivate executive officers, key employees, or other skilled personnel could

adversely affect our ability to achieve our long-term strategic objectives, harm our results of operations, and impair

our ability to compete effectively.

The continued service of our executive officers and key employees is particularly important, and the departure of

such talent may disrupt our business or result in the depletion of significant institutional knowledge. Our executive

officers and key employees are employed on an at-will basis, which means that they can terminate their

employment with us at any time. The loss of one or more of our executive officers or other key employees or

significant turnover in our senior management, and the often-extensive process of identifying and hiring other talent

to fill those key positions, could have a material adverse effect on our results of operations.

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 purchase raw materials and components that are subject to supplier and geographic concentration, most

significantly sheepskin, which is used in a substantial portion of our UGG brand products. Sheepskin is in high

demand and sourced primarily from Australia and processed largely by two tanneries in China capable of meeting

our quality, volume, and animal welfare standards. This geographic and supplier concentration exposes us to supply

disruption risk. We also rely on designated suppliers for certain other specialized raw materials, including

sugarcane-derived EVA, used in certain components of our products.

If suppliers of sheepskin, including tanneries involved in its processing, sugarcane-derived EVA, or other materials

are unable to meet our quality, sustainability, or volume requirements, or if their operations are disrupted or cease,

we may not be able to obtain adequate quantities of these materials or suitable substitutes on acceptable terms, or

at all. Although alternative materials may be available for certain branded components, which may be limited, such

alternatives would not include the same trademarks. As a result, supply disruptions could require product redesign

or delayed production, increase costs, reduce inventory availability, result in loss of sales or increased returns, and

harm our reputation.

In addition, the raw materials used in the manufacturing of our products are subject to commodity price volatility,

most significantly sheepskin. Although sheepskin pricing has been relatively stable in recent years, prices and

availability may fluctuate due to changes in supply and demand, weather conditions, energy and logistics costs,

labor disruptions, regulatory developments, disease incidence, the effects of climate change, and broader market

dynamics. While we use contracts and other pricing arrangements to mitigate price volatility, prolonged increases in

sheepskin costs or other key inputs could increase manufacturing expenses and negatively impact our gross

margin, and we may be unable to offset such increases through pricing actions or changes in product mix.

Evolving fashion trends, social expectations, and ethical considerations, including increased opposition to the use of

animal-derived materials, as well as existing or potential legislation restricting the sale of such products in certain

jurisdictions, could also reduce consumer demand for sheepskin products or limit our ability to sell them in key

markets. Because sheepskin is integral to the UGG brand, adverse changes in consumer preferences, regulatory

requirements, or sourcing standards applicable to sheepskin could have a material adverse effect on our business,

financial condition, and results of operations.

Table of Contents 18

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 success relies in part on our continued innovation in both the materials we use and the design of our footwear.

In particular, our HOKA brand maintains its competitiveness through continuous product innovation and timely

introduction of new features and technologies that align with current and emerging consumer expectations,

including our ability to bring such innovations to market ahead of or in line with competitors. Also, we continue to

invest in research and development to increasingly incorporate recycled, renewable, regenerated, and certified/

natural materials (preferred materials) in our products as part of our sustainability efforts. We also increasingly use

preferred synthetics, regenerated or synthetic cellulosic fibers, and plant fibers. Although we continue to refine our

materials and develop new properties for specific applications, if we fail to introduce technical innovation in our

products in a timely or commercially successful manner, or experience issues with the quality of our products or

materials, consumer demand for our products could decline and we may experience reputational damage. In

addition, if our competitors introduce superior or more cost-effective innovations, we may lose market share or be

required to increase promotional activity to remain competitive. Further, as our brands transition to suppliers with

preferred materials, we may be subject to increased costs or supply constraints, which could reduce our sales and

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

in research and development and new materials may not result in commercially successful products or may not

generate the expected return on investment, which could adversely affect our results of 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 our competitive position and results of operations could be

adversely affected.

As part of our overall growth strategy, we seek to enhance the positioning of our brands, diversify our product

offerings, extend our brands into complementary product categories and markets, expand geographically, and

optimize our retail presence both in stores and online. Our future growth depends in part on our expansion efforts

outside of the United States (international growth strategy). For example, we have opened UGG brand and HOKA

brand retail locations in international markets through Company-owned stores and through third-party retailers. If we

are unable to identify new retail locations with consumer traffic sufficient to support a profitable sales level or elevate

our brand market positioning, our retail growth may be limited, and we may be unable to avoid losses or negative

cash flows from these locations. In addition, investments in new or expanded retail locations may not generate

expected returns and could result in impairments or reduced profitability. Furthermore, our future growth depends in

part on our ability to effectively manage the profitability of our existing retail locations. For example, our failure to

successfully identify and close underperforming stores in a timely manner could have a number of material adverse

effects, such as impairments and a negative impact on our financial condition and results of operations.

We also license the right to operate our brand retail stores to third parties through our partner retail program. All of

the partner retail stores are operated in international markets. We provide training to support these stores and set

and monitor operational standards. However, the quality of these store operations may decline due to the failure of

these third parties to operate the stores in a manner consistent with our standards or our failure to adequately

monitor these third parties, which could result in reduced sales and harm our brand image.

As part of our international growth strategy, we may transition certain brands in certain geographies from a third-

party distribution model to a direct distribution model or vice versa. Failure to effectively implement our growth

strategies, including transitioning between distribution models or developing our business in international markets,

or disappointing growth within existing markets, could negatively affect our sales growth rate. In addition, taking

steps to implement our growth strategies could have a number of negative effects, including increasing our working

capital needs, causing us to incur costs without corresponding benefits, and diverting management time and

resources away from our existing business. Our growth initiatives may not be successful, may take longer than

anticipated to achieve expected results, or may expose us to operational complexities that we are unable to

effectively manage.

Table of Contents 19

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 additional risks.

Investors, advocacy groups, customers, consumers, employees, regulators, and other stakeholders are increasingly

scrutinizing companies’ ESG practices and disclosures, including the social and environmental impacts of their

operations. We periodically communicate ESG initiatives, including through our annual Creating Change Report and

may face heightened scrutiny, regulatory inquiries, or litigation regarding the accuracy, completeness, or

consistency of such disclosures, including allegations of “greenwashing.” Our ESG disclosures address a broad

range of topics, including human rights, governance, environmental compliance, sustainability, human capital

management, supply chain practices, and diversity and inclusion.

Despite our efforts, our ESG practices, the pace at which we implement related initiatives, or our disclosures may

not meet evolving stakeholder expectations. Perceptions regarding our ESG priorities, whether viewed as over- or

under-emphasized, could adversely affect customer demand, employee recruitment and retention, or investor

relations, or lead to reputational harm, regulatory action, or litigation. In addition, developing ESG goals, metrics,

and data collection processes is complex, costly, and subject to evolving standards, internal controls, and regulatory

regimes, including ESG-related disclosure requirements of the SEC, European, and other regulators, such as those

in California. Failure, or perceived failure, to achieve or accurately report progress against our ESG initiatives or

adapt to changing regulatory requirements could increase compliance costs, damage our reputation, and negatively

affect our business and results of operations.

Climate change, natural disasters, public health issues, or other events beyond our control, as well as

related regulations, have adversely affected, and could in the future adversely affect, our business.

Natural disasters and other catastrophic events, including those associated with climate change and extreme

weather conditions, may disrupt our operations, supply chain, international markets, and the global economy. Our

business is subject to interruption from events such as extreme weather, power shortages, pandemics, war, political

instability, terrorism, and failures of infrastructure or communications systems. Although we maintain disaster and

business continuity plans designed to support critical operations and information systems, these events could

disrupt our operations, impair employee availability, damage facilities, interrupt supply chains, or compromise the

integrity of our IT systems, which could materially increase costs, reduce sales, or otherwise adversely affect our

business continuity.

In addition, climate-related regulatory developments and evolving standards may require us to incur significant

capital expenditures or other costs to enhance the resiliency of our infrastructure, comply with legal requirements, or

implement mitigation measures. We may also experience increased costs for energy, transportation, raw materials,

production, and insurance, including higher premiums or deductibles. Our insurance coverage may not be sufficient

to cover all losses or may not remain available on acceptable terms. Further, severe weather events, health crises,

or other widespread disruptions may reduce consumer demand, impair the ability of our manufacturers, third-party

distributors, or other partners to operate effectively, or disrupt the supply of key raw materials, any of which could

adversely affect our results of operations.

We face risks associated with strategic acquisitions and divestitures, and our failure to successfully

integrate any acquired business could have a material adverse effect on our results of operations and

financial condition.

As part of our overall strategy, we may periodically consider strategic acquisitions to expand our brands into

complementary product categories and markets, or to acquire new brands, technologies, intellectual property, or

other assets. Our ability to do so depends on our ability to identify and successfully pursue suitable acquisition

opportunities. Such acquisitions involve numerous risks, challenges, and uncertainties, including the potential to:

•expose us to risks inherent in entering into new markets or geographic regions;

•lose significant customers or key personnel of the acquired business;

•encounter difficulties ~~managing~~integrating and ~~implementing~~managing acquired assets;

•encounter difficulties marketing to new consumers or managing geographically ~~remote~~dispersed ~~operations;~~

operations;

•divert management’s time and attention away from other aspects of our business operations; and

•incur costs relating to a potential ~~acquisition~~acquisitions that we fail to consummate, which we may not recover.

~~Additionally,~~Table ~~we may not be able to successfully integrate the assets or operations~~ of any acquired businesses into our operations, or to achieve the expected benefits of any acquisitions. We may also face cannibalization of existing product sales by newly acquired products unless we aggressively target different consumers for products and increase our overall market share. The failure to successfully integrate any acquired business or products in the future could have a material adverse effect on our results of operations and financial position.Contents 20

~~Further~~Additionally, we may benot ~~required to issue equity securities to finance an acquisition, which would~~ be ~~dilutive~~able to ~~our~~successfully ~~stockholders,~~integrate ~~and~~acquired ~~equity~~businesses ~~securities~~into ~~may have rights or preferences senior to those of~~ our ~~existing stockholders. If we incur indebtedness to finance an acquisition, it will result in debt service costs, and we may be subject to covenants restricting our~~ operations or ~~liens~~achieve ~~encumbering~~the ~~our assets.~~

Asexpected ~~part~~benefits of ~~our~~such ~~overall~~acquisitions. ~~strategy~~We ~~to allocate resources that best align with our long-term objectives, we~~ may ~~seek~~also toface ~~sell~~cannibalization ~~one or more brands. For example, during fiscal year 2025, we completed the sale~~ of the Sanuk brand and began phasing out the standalone operations of the Koolaburra brand. These transactions involve financial and operational risks, including diverting management and employee time and attention away from other aspects of our business, separating personnel and financial and other systems, impairments, and adversely affecting relationships with existing ~~suppliers~~product ~~and~~sales ~~customers.~~by newly

~~The~~acquired ~~process~~products ofunless ~~completing~~we ~~any~~successfully ~~acquisitions~~differentiate ortarget ~~divestitures~~consumers ~~may be time-consuming, involve significant costs~~ and ~~expenses,~~increase ~~and the expected benefits of such acquisitions or divestitures may not be realized, and~~ our ~~business~~overall ormarket ~~financial results could be negatively impacted~~share.

19Further, we may be required to issue equity securities to finance an acquisition, which would be dilutive to our

~~Table~~stockholders, and equity securities may have rights or preferences senior to those of ~~Contents~~our existing stockholders. If we

~~RISKS~~incur ~~RELATED~~indebtedness TOto ~~OUR~~finance ~~GLOBAL~~an ~~BUSINESS~~acquisition, ~~STRATEGY~~it ~~AND~~will ~~OPERATIONS~~result in debt service costs, ~~AND~~and ~~INTERNATIONAL~~we ~~COMMERCE~~may be subject to covenants

~~Our~~restricting 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,~~operations ~~disrupt~~or ~~our~~liens ~~global~~encumbering ~~supply chain, and adversely affect~~ our ~~financial performance~~assets.

~~The~~As ~~production~~part of ~~finished goods is outsourced to independent manufacturers, which are primarily located in Southeast Asia, predominately in Vietnam. The majority of~~ our ~~raw~~overall ~~materials~~strategy ~~and components used in the production of our products by our independent manufacturers are sourced from designated suppliers. As a result, our operations are exposed~~ to ~~risks~~allocate ~~arising~~resources ~~from~~that ~~evolving~~best ~~international~~align trade dynamics, including tariffs, import restrictions, customs disputes, retaliatory measures, shifting trade agreements and cross-border partnerships, and broader geopolitical instability. US administrations have enacted tariffs on imports, renegotiated or withdrawn from trade agreements, and implemented other restrictive measures. These changes can adversely affect sourcing costs, product pricing, inventory flow, and product demand, which could materially increase our cost of sales, adversely affect our gross margins, and reduce our competitiveness in the US and other markets. Customs authorities may also disagree with our ~~claimed~~long-term ~~tariff treatment for certain products~~objectives, ~~resulting~~we ~~in unexpected costs that~~ may ~~negatively~~seek ~~impact~~to our gross margin. We cannot predict the outcome of ongoing or future trade negotiations, and any escalation of trade tensions could materially and adversely impact our business, financial condition, and results of operations, and those of our wholesale channel customers.

Insell ~~addition~~one to trade-related risks, our international operations and independent manufacturers are subject to a range of regulatory, operational, and reputational risks. While we require our independent manufacturers and suppliers to adhere to environmental, labor, ethical, health, safety, and other business standards and conduct periodic audits of their operations, we do not directly control their practices. Noncompliance with applicable laws or ~~standards~~more ~~could lead to product recalls, regulatory penalties, the seizure or forfeiture of our products, or reputational harm~~brands. IfFor ~~any of our suppliers are unable or unwilling to comply with our standards~~example, weduring ~~may~~fiscal beyear ~~forced to terminate those relationships~~2026, ~~which could increase our costs and disrupt our supply chain. Further, if our independent manufacturers or suppliers violate US or foreign trade laws or regulations,~~ we ~~may~~completed ~~be subject to extra duties, significant monetary penalties,~~ the ~~seizure,~~phase ~~and~~out ~~forfeiture~~ of ~~products we are attempting to import, or~~ the ~~loss~~standalone ~~of our import privileges, which could have a negative effect on our results of operations.~~

~~Our~~operations ~~international~~of ~~operations~~the Koolaburra brand and ~~independent~~AHNU ~~manufacturers~~brand. ~~are~~Further, ~~also~~during ~~subject~~fiscal toyear ~~other~~2025, ~~risks~~we ~~and~~completed ~~uncertainties,~~the ~~including:~~sale of the

~~•poor~~Sanuk ~~infrastructure~~brand. These transactions involve financial and ~~equipment~~operational ~~shortages~~risks, ~~which~~including ~~can~~diverting ~~disrupt~~management ~~transportation~~ and ~~utilities;~~

~~•restrictions~~employee ontime ~~the~~and ~~transfer~~attention from other aspects of ~~funds~~our ~~from~~business, ~~foreign~~separating ~~jurisdictions~~personnel orand ~~volatile~~financial ~~foreign~~and ~~exchange~~other ~~rates;~~

~~•customary~~systems, ~~business traditions in certain countries such as local holidays~~impairments, ~~which~~and ~~are~~adversely ~~traditionally~~affecting ~~accompanied~~relationships bywith ~~elevated~~existing ~~levels~~suppliers ofand ~~turnover~~customers. ~~in the factories;~~

~~•decreased~~The ~~scrutiny~~process byof ~~custom~~completing ~~officials~~any ~~for~~acquisitions ~~counterfeit~~or ~~products;~~divestitures may be time-consuming, involve significant costs and

~~•social~~expenses, ~~instability~~ and ~~corruption,~~the ~~extortion,~~expected ~~bribery,~~benefits ~~pay-offs,~~of ~~theft,~~such ~~and~~acquisitions ~~other~~or ~~fraudulent~~divestitures ~~activity;~~may not be realized. Our business, results

~~•use~~ of ~~unauthorized~~operations, orand ~~prohibited~~financial ~~materials~~condition orcould ~~reclassification~~be negatively impacted. In addition, we may overestimate the value of ~~materials;~~

~~•health-related~~acquisition ~~disruptions,~~targets ~~such~~or asfail ~~disease~~to ~~outbreaks~~realize oranticipated ~~raw material shortages~~synergies, which could ~~impact~~result ~~our~~in ~~workforce~~impairments or ~~scarcity~~reduced ofreturns ~~raw~~on ~~and other materials; and~~

~~•adverse~~our ~~changes in consumer perception of goods sourced from certain countries~~investments.

~~Transportation~~Risks ~~and~~Related ~~distribution costs may also be adversely affected by fluctuating demand, fuel cost volatility, labor disputes, inflation, and political, social, and economic instability. For example, we continue~~ to ~~experience~~Our ~~port~~Global ~~congestion,~~Business ~~increased~~Strategy ~~lead times,~~ and ~~rising freight and energy costs. Continued global geopolitical uncertainty~~Operations, ~~rising labor tensions, or climate-related disruptions further add to the complexity of global supply chain planning~~ and resilience, and could increase distribution costs, create further capacity constraints in Europe and adversely affect our results of operations. Additionally, the increased threat of terrorist activity and heightened customs inspections have created delays in bringing imported goods to market and increased our logistics expenses.

~~While~~International we pursue mitigation strategies, including selective, staggered, and strategic price increases on our products in the US and by negotiating cost-sharing arrangements with our independent manufacturers, we may be unable to offset all resulting increases to our cost of goods sold, which could have a material adverse effect on our Commerce

20Our reliance on independent manufacturers and suppliers located primarily in Southeast Asia exposes us

~~Table~~to ofrisks ~~Contents~~associated with unpredictable and evolving international trade policies, regulatory environments,

~~business, operations,~~ and ~~financial~~geopolitical ~~condition.~~conditions ~~Further,~~that ~~these~~could ~~risks~~materially ~~may~~increase ~~have~~our acosts, ~~material~~disrupt ~~adverse~~our ~~impact~~global onsupply ~~demand~~chain, ~~for~~and ~~our products.~~

~~Supply~~adversely ~~chain~~affect ~~disruptions~~our ~~could~~results ~~interrupt~~of ~~product manufacturing and global logistics and increase product and transportation costs~~operations.

~~Our~~The ~~business~~production ~~depends~~of on our ~~ability~~finished togoods ~~source~~is ~~and~~outsourced ~~distribute products in a timely manner. We continue~~ to ~~proactively~~independent ~~mitigate~~manufacturers, ~~any~~the ~~effects~~majority of ~~future~~which ~~disruptions~~are by expanding and reallocating production capacity with our existing sourcing partners and onboarding new long-term partners to diversify our country-level manufacturing and sourcing lines. We plan to continue growing our distribution network to support our long-term strategic objectives but have experienced and may continue to experience headwinds in connection with these efforts. Failure to adequately produce and timely ship our products to customers could lead to lost potential revenue, failure to meet consumer demand, strained relationships with customers and diminished brand loyalty.

~~Port~~Southeast ~~congestion,~~Asia. ~~temporary~~During ~~closures,~~fiscal ~~vessel~~year ~~availability and reliability~~2026, ~~worker~~production ~~shortages, government-imposed restrictions, such as border closures and shipment restrictions, as well as trade policy changes, may disrupt the operations~~ of our ~~independent~~finished ~~manufacturers~~goods ~~and~~was ~~3PLs,~~predominantly ~~as well as those of our warehouses and DCs, and may increase the global lead-time for shipments of our products. For example, certain tariffs~~ from ~~Canada~~Vietnam ~~could change shipment routing of product to our Mooresville, Indiana warehouses~~ and DCs, which would increase lead times and impact our ability to timely fulfill orders from that facility. In addition, geopolitical conflicts have and could in the future bring about disruption, and volatility in global markets, supply chains, and logistics, which could in turn adversely affect our business operations and financial performance.

~~Elevated inventory levels~~Indonesia, ~~combined~~while ~~with~~less ~~the~~than ~~uneven~~5% ~~flow~~was offrom ~~receipts~~China ~~and~~or ~~shipments,~~any ~~could~~other ~~cause~~individual ~~further capacity pressures within our US warehouses and DCs and international 3PLs~~country. ~~These~~As ~~pressures~~a ~~may be exacerbated by labor disputes that affect our partners, which create significant risk for our business, particularly if such disputes~~ result ~~in work slowdowns~~, ~~strikes, or other disruptions. As~~ we ~~manage~~are ~~product~~exposed ~~availability from disruptions, the timing of sales~~ to ~~our wholesale partners and consumers may be affected, which may result in an increased risk of order cancellations.~~

Ingeographic ~~addition,~~concentration ~~while~~risk wearising ~~have~~from ~~historically~~regional ~~used~~and ~~more~~global ~~expensive~~economic ~~air freight to ship our products to meet demand~~conditions, wechanges ~~continued to reduce our use of air freight into fiscal year 2025. However, if we experience fluctuations~~ in ~~consumer~~diplomatic ~~demand or product availability~~ and ~~costs~~trade ~~in future periods, we may be required to leverage air freight to maintain service levels.~~

~~Our~~relationships ~~sales~~(including inthe ~~international~~imposition ~~markets~~of ~~are~~new ~~subject~~or toincreased ~~a variety of legal~~tariffs), ~~regulatory,~~ political, ~~cultural,~~ and ~~economic~~social ~~risks~~instability, ~~that~~armed ~~may~~conflict, ~~adversely affect our results of operations in certain regions.~~

~~Our~~disease ~~ability~~outbreaks, tonatural ~~capitalize~~disasters, ~~on growth in new international markets~~ and toother ~~maintain~~regulatory, ~~the~~environmental, ~~current level of operation in our existing international markets is subject to risks associated with international operations that could adversely affect our sales~~ and ~~results~~geopolitical ~~of operations~~developments. ~~These risks include:~~

~~•foreign~~The ~~currency~~majority ~~exchange rate fluctuations between the US dollar and primarily the currencies~~ of ~~Europe,~~raw ~~Asia,~~materials ~~Canada,~~ and ~~Latin~~components ~~America~~used ~~affect~~by ~~the~~our ~~prices~~independent atmanufacturers ~~which products~~ are ~~sold~~sourced tofrom ~~international consumers;~~

~~•limitations~~designated onsuppliers, ~~our~~and ~~ability~~tariffs, toduties, ~~move~~or ~~currency~~other ~~out~~trade ofrestrictions ~~international~~may ~~markets;~~be imposed, modified, or expanded with

~~•burdens~~limited ofnotice. ~~complying~~These ~~with~~measures acould ~~variety~~require ofus ~~foreign~~or ~~laws~~our ~~and~~independent ~~regulations,~~manufacturers ~~which~~to ~~may~~seek ~~change~~alternative ~~unexpectedly,~~sourcing ~~and the interpretation and application of such laws and regulations;~~

~~•legal~~options ~~costs~~that ~~related~~may tonot ~~defending~~be ~~allegations~~available ofin ~~non-compliance~~sufficient ~~with~~quantities, ~~foreign~~at ~~laws;~~acceptable quality levels, or in a timely manner. Evolving

international trade dynamics could materially increase our cost of goods sold, disrupt logistics or inventory flows,

adversely affect product pricing and demand, and reduce our gross margin. Customs authorities may also challenge

our tariff classifications or treatment of certain products, resulting in additional costs or penalties. In addition, certain

tariffs imposed under the International Emergency Economic Powers Act have been invalidated by a recent US

Supreme Court decision, and additional tariffs may be invalidated, modified, or refunded in the future. As a result,

we may face uncertainty regarding the treatment of tariff-related costs, including the potential recovery or refund of

tariff amounts previously paid or partially reflected in selective pricing actions or cost-sharing arrangements. These

and other judicial, regulatory, or trade policy developments could increase compliance complexity, create cost

volatility, impair our ability to plan sourcing, pricing, and inventory strategies, and result in disputes, claims,

unrecoverable costs, and reputational harm, regardless of the ultimate outcome.

In addition to trade-related risks, our international operations and independent manufacturers are subject to

regulatory, operational, and reputational risks. Although we require compliance with environmental, labor, ethical,

health, safety, and other business standards and conduct periodic audits, we do not directly control the practices of

our independent manufacturers or suppliers. As we continue to diversify within Southeast Asia, monitoring

compliance across a broader supplier base may be more complex. Any noncompliance could result in product

Table of Contents 21

recalls, regulatory penalties, seizure or forfeiture of goods, reputational harm, termination of supplier relationships,

violations of US or international trade laws, increased costs, supply chain disruption, or the loss of import privileges.

Our international operations and independent manufacturers are also exposed to additional risks, including:

•logistics, infrastructure, transportation, and distribution constraints, including raw material

availability, and cost volatility related to fuel costs, labor disputes, inflation, port congestion, or

geopolitical or climate‑related disruptions;

•restrictions on fund repatriation or foreign currency volatility;

•local labor practices, workforce availability, or holidays;

•counterfeit, unauthorized or misclassified materials, or product integrity or compliance risks;

•health-related disruptions, including disease outbreaks; and

•adverse consumer perceptions of goods sourced from certain countries, including as a result of

geopolitical or social conditions.

Although we pursue mitigation strategies, including selective pricing actions and cost-sharing arrangements with

independent manufacturers, these measures may not fully offset trade-related and regulatory cost increases. If such

strategies are ineffective, it could materially and adversely affect our business, financial condition, and results of

operations.

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 operations.

Our ability to capitalize on growth in new international markets and to maintain the current level of operations in our

existing international markets is subject to risks associated with international operations that could adversely affect

our results of operations. These risks include:

•foreign currency exchange rate fluctuations between the US dollar and primarily the currencies of

Europe, Asia, Canada, and Latin America affect the prices at which products are sold to

international consumers and our reported results;

•limitations on our ability to move currency out of international markets or repatriate earnings;

•burdens of complying with a variety of international laws and regulations, which may change

unexpectedly, and the interpretation and application of such laws and regulations;

•legal costs related to defending allegations of non-compliance with international laws;

•inability to import products into a foreign country;

•~~supply~~difficulties ~~chain~~associated ~~logistics~~with ~~disruptions,~~promoting ~~such~~and asmarketing ~~shipping~~products ~~disruptions~~ in ~~the~~unfamiliar ~~Red~~markets ~~Sea~~and cultures;

•~~heightened~~political ~~cybersecurity~~or ~~threats;~~economic uncertainty or instability, which may disrupt the global economy and reduce

~~•difficulties~~consumer ~~associated~~spending, ~~with~~which ~~promoting~~could ~~and~~have ~~marketing~~a ~~products~~material inadverse ~~unfamiliar~~effect ~~cultures;~~on our business, particularly for our

~~•political~~HOKA ~~or economic uncertainty or instability, which has disrupted the global economy~~ and ~~has the potential to reduce levels of consumer spending, which could have a material adverse effect on our business, particularly our~~ UGG ~~and HOKA~~ brands~~’ net sales~~;

•changes in unemployment rates and consumer spending;

•anti-American sentiment in international markets in which we operate;

•changes in diplomatic and trade relationships between the US and other countries; ~~and~~

21•general economic fluctuations in international markets; and

~~Table~~•challenges ofassociated ~~Contents~~with local laws, regulations, and business practices, including employment,

~~•general~~tax, ~~economic~~and ~~fluctuations~~data inprivacy ~~specific countries or markets~~requirements.

WeGlobal ~~conduct~~geopolitical ~~business~~developments, ~~outside~~including ~~the~~armed USconflicts, ~~which~~escalating ~~exposes~~global ~~us to foreign currency exchange rate risk~~tensions, and ~~could~~related ~~have~~disruptions, ~~a negative effect on our financial results.~~

Wehave ~~operate~~resulted on a global basis, with 36.1% of our total net sales for the year ended March 31, 2025, generated from operations outside the US. As we continue to expand our international operations, our sales and expenditures in foreign currencies are expected to become increasingly material and subject to foreign currency exchange rate fluctuations. A significant portion of our international operating expenses are paid in local currencies and our foreign distributors typically sell our products in local currency, ~~which affects the price to foreign consumers. Many of our subsidiaries operate with their local currency as their functional currency. Future foreign currency exchange rate fluctuations~~ and ~~global~~could ~~credit~~continue ~~markets may cause changes in the US dollar value of our purchases or sales and materially affect our sales, gross margin, and results of operations, when converted~~ to ~~US dollars. Changes in the value of the US dollar, relative to other currencies, could~~ result in ~~material foreign currency exchange rate fluctuations and~~, asinstability ~~a result, our net earnings could be materially adversely affected. When the US dollar strengthens relative to foreign currencies, our revenues~~ and ~~profits~~heightened ~~denominated~~volatility in ~~foreign~~global ~~currencies are reduced when converted into US dollars and our margins may be negatively affected~~markets. We routinely utilize foreign currency exchange rate forward contracts or other derivative instruments for the amounts we expect to purchase and sell in foreign currencies to mitigate exposure to foreign currency exchange rate fluctuations. As we continue to expand international operations and increase purchases and sales in foreign currencies, we may utilize additional derivative instruments to hedge our foreign currency exchange rate risk. Our hedging strategies depend on our forecasts of sales, expenses, and cash flows, which are inherently subject to inaccuracies. Foreign currency exchange rate hedges, transactions, remeasurements, or translations could materially affect our consolidated financial statements.

~~RISKS~~We ~~RELATED~~conduct TObusiness ~~TECHNOLOGY~~outside the US, ~~DATA~~which ~~SECURITY~~exposes ~~AND~~us ~~PRIVACY~~to foreign currency exchange rate risk, and could

Ahave ~~security~~a ~~breach~~negative oreffect ~~disruption~~on 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 adversely affect our business and results of operations.

We ~~store~~operate ~~and~~on ~~transmit~~ a ~~significant~~global ~~amount of sensitive information~~basis, ~~including~~with ~~the~~41.7% ~~personal information~~ of our ~~customers~~total ~~and~~net ~~employees,~~sales ~~credit~~for card information, and our proprietary financial, operational, and strategic information. The loss, theft, misuse, or unauthorized disclosure or access to such information could lead to significant reputation or competitive harm, result in litigation, expose us to regulatory proceedings, and cause us to incur substantial losses. As a result, we believe our future success and growth depends, in part, on the ~~ability~~year ofended ~~our~~March ~~systems~~31, ~~including those utilizing artificial intelligence (AI) such as generative AI~~2026, togenerated ~~prevent the theft, loss, misuse, or unauthorized access of this information, and to respond quickly and effectively if data security incidents occur. Data privacy and security incidents may prevent us~~ from maintaining the privacy of this information, result in the disruption of our business, and require us to expend significant resources to secure such information and respond to incidents, any of which could materially adversely affect our business, financial condition, or results of operations.

~~Our~~operations ~~success~~outside ~~also depends in part on~~ the ~~continued operation of our key business processes, including our IT and global communications systems~~US. WeAs rely on third-party IT service providers for many of our worldwide IT functions, including network, hardware, and software configuration, and on internal networks to support business processes. Any disruption to these systems or networks could, among other things, delay product fulfillment, impede personnel from performing their duties, adversely impact sales, and expose us to significant costs. Further, we ~~could~~continue ~~experience information silos and inefficiencies across our organization if we do not invest in appropriate operational systems and processes. If we are unable~~ to ~~structure~~expand our ~~systems~~international ~~and processes to respond to changing business needs~~operations, ~~or if we or~~ our ~~third-party providers experience a failure in these systems, our ability to accurately forecast~~ sales, ~~report our financial position~~ and ~~results~~expenditures ofin ~~operations, or otherwise manage and operate our business could be adversely affected.~~

~~The~~foreign ~~frequency,~~currencies ~~intensity, and sophistication of cyber and data security incidents have significantly increased in recent years. Like other businesses, we have experienced, and~~ are ~~continually~~expected ~~at risk of, attacks and incidents. Our risk and exposure~~ to ~~these~~become ~~matters~~increasingly ~~remains~~material ~~heightened because of, among other things, the evolving nature of these threats, the current global economic~~ and ~~political~~subject ~~environment, our prominent size and scale, the advances in computer capabilities and AI, and the interconnectivity and interdependence of third parties~~ to ~~our~~foreign ~~systems.~~currency Weexchange rate

22fluctuations. A significant portion of our international operating expenses are paid in local currencies, and our

~~Table~~international ofdistributors ~~Contents~~typically sell our products in local currency, which affects the price to international

~~expend~~consumers. ~~significant~~Many ~~resources~~of ~~on IT and data security tools, and processes designed to protect~~ our ITsubsidiaries ~~systems~~operate ~~and~~with ~~information,~~their ~~and~~local tocurrency ~~ensure~~as antheir ~~effective~~functional ~~response to any attack or incident~~currency. ~~Whether~~Foreign ~~these~~currency ~~measures are successful, these expenditures could adversely affect on our financial condition and results of operations.~~

~~Although we take the security of our IT systems seriously~~fluctuations, ~~there~~which can be noexacerbated ~~assurance~~by ~~the~~volatility ~~measures~~in weglobal ~~employ~~credit ~~will prevent unauthorized access to our systems and information. Because the techniques used to obtain unauthorized access to IT systems are constantly evolving~~markets, we may bechange unable to anticipate these techniques or implement adequate protective measures in response. Cyber-attacks or data incidents could remain undetected for some period, which could result in significant harm to our systems, as well as unauthorized access to the ~~information~~US ~~stored~~dollar onvalue ~~and transmitted by our systems. A cyber-attack or other data security incident could result in significant disruption~~ of our ~~business such that:~~

~~•critical~~purchases ~~business~~or ~~systems~~sales ~~become~~and, ~~inoperable~~when orconverted ~~require~~to ~~considerable~~US ~~time~~dollars, orcould ~~cost~~materially toaffect ~~restore;~~our net sales, gross margin, and

~~•personnel~~results ~~are~~of ~~unable~~operations. toWhen ~~perform~~the ~~their~~US ~~duties~~dollar orstrengthens ~~communicate~~relative ~~with~~to ~~third-party~~foreign ~~partners;~~currencies, our sales and profits

~~•it~~Table ~~results in the loss, theft, misuse, or unauthorized disclosure~~ of ~~confidential information;~~Contents 22

~~•we~~denominated in foreign currencies are ~~prevented~~reduced ~~from~~when ~~accessing~~converted ~~information~~into ~~necessary~~US todollars ~~conduct~~and our ~~business;~~margins may be negatively

~~•we~~affected. ~~are~~We ~~required~~routinely toutilize ~~make~~foreign ~~unanticipated~~currency ~~investments~~forward incontracts ~~equipment,~~or ~~technology,~~other orderivative ~~security~~instruments ~~measures;~~for the amounts we

~~•customers~~expect ~~cannot~~to ~~place~~purchase ~~or receive orders,~~ and wesell ~~are~~in ~~unable~~foreign currencies to ~~timely~~mitigate ~~ship~~exposure ~~orders~~to orforeign atcurrency ~~all;~~exchange orrate

~~•we~~fluctuations. ~~become~~As ~~subject~~we continue to ~~other~~expand ~~unanticipated~~international ~~liabilities,~~operations ~~costs,~~and orincrease ~~claims.~~purchases and sales in foreign

~~If any of these events were to occur~~currencies, itwe ~~could~~may ~~have~~utilize aadditional ~~material~~derivative ~~adverse~~instruments ~~effect on our financial condition and results of operations and result in harm~~ to ~~our~~hedge ~~reputation. In addition, a cyber-attack or other data incident could put us at a competitive disadvantage, result in the deterioration of~~ our customers’ confidence in our brands, cause our suppliers to reconsider their relationship with us or impose onerous contractual provisions, and subject us to litigation, liability, fines, and penaltiesrisk. WeOur ~~could~~hedging bestrategies ~~subject~~depend toon regulatory or other actions pursuant to domestic and international privacy laws, which could result in costly investigations and litigation, civil or criminal penalties, operational changes, and negative publicity that could adversely affect our ~~reputation, as well as our results of operations and financial condition.~~

Ifforecasts weof ~~are~~sales, ~~found~~expenses, ~~to have violated laws concerning the privacy~~ and ~~security~~cash ~~of consumers’ or other individuals’ personal information~~flows, wewhich ~~could~~are beinherently subject to ~~civil~~inaccuracies. ~~or criminal penalties~~Further, ~~which~~such ~~could~~strategies ~~increase our liabilities and harm our reputation or our business.~~

~~There~~may ~~are~~not afully ~~number~~offset ~~of laws protecting~~ the ~~privacy~~effects ~~and security~~ of ~~personal~~exchange ~~information~~rate ~~and~~fluctuations ~~increased scrutiny by regulators, such as the Federal Trade Commission,~~ and state attorneys general focused on our industry. Such laws include the California Consumer Privacy Act and California Privacy Rights Act, the EU’s General Data Protection Regulation and member state directives, Canada’s Personal Information Protection and Electronic Documents Acts, and China’s Personal Information Protection Law, and limit how we may ~~collect,~~introduce ~~use,~~additional ~~share~~volatility ~~and~~into ~~store personal information, and they impose obligations to protect that information. Further, we may be subject to new data privacy and security laws and regulations. If we, or any of~~ our service providers who have access to the personal data for which we are responsible, are found to be in violation of the privacy or security requirements of applicable data protection laws, we could be subject to civil or criminal penalties, which could increase our liabilities, harm our reputation, and have a material adverse effect on our business, financial condition, and results of operations. Although we utilize a variety of measures to secure the data that we control, even compliant entities can experience security breaches or have inadvertent failures despite employing reasonable practices and safeguards.

Ifoperations. ~~the~~Foreign ~~technology-based~~currency ~~systems~~exchange ~~that~~rate ~~give~~hedges, ~~our customers the ability to shop or interact with us online do not function effectively~~transactions, ~~our results of operations~~remeasurements, ~~as well as our ability to grow our e-commerce websites globally~~ or totranslations ~~retain our customer base,~~ could be materially ~~adversely affected.~~

~~Many~~affect of our ~~consumers~~consolidated ~~shop~~financial ~~with us through our Company-owned e-commerce websites or through third-party digital marketplaces~~statements. Consumer expectations and competitive pressures, including speed of product delivery, shipping charges, return privileges, and other evolving expectations, have increased and are expected to continue to increase. Consumers are increasingly using mobile platforms to shop with us and with our competitors, to do comparison shopping, and to engage with us and our competitors. We are increasingly using social media to interact with our consumers and as a means to enhance their shopping experience. Any failure on our part to provide effective, reliable, secure, user-friendly e-commerce websites that offer a wide assortment of merchandise with rapid delivery options and that continually meet the changing expectations of consumers could place us at a competitive disadvantage, result in the loss of e-commerce and other sales, harm our reputation, have an adverse

23Risks Related to Technology, Data Security and Privacy

~~Table~~A ofsecurity ~~Contents~~breach or disruption to our IT systems could materially harm our business, disrupt our

~~effect on the growth of our e-commerce websites and have an adverse effect on our business and results of~~ operations~~. In addition~~, as use of our digital platforms grows, we will need an increasing amount of technical infrastructure. If we fail to effectively scale and adapt our digital platforms to accommodate increased consumer demand, our business may be subject to interruptions, delays or ~~failures~~result ~~and~~in ~~consumer~~unauthorized ~~demand~~disclosure ~~for our products and digital experiences could decline. Risks specific to our Company-owned e-commerce websites also include diversion~~ of ~~sales~~sensitive ~~from our Company-owned retail stores and our retailers’ brick and mortar stores~~information, ~~difficulty~~which ~~in recreating the in-store experience through direct channels and liability for online content. Our failure to successfully respond to these risks~~ could ~~adversely affect e-commerce sales, as well as~~ damage our ~~reputation and brands.~~

Ifrelationships, weexpose ~~are~~us ~~unsuccessful at improving our operational and IT systems and our efforts do not result in the anticipated benefits~~ to uslitigation or ~~result~~regulatory inproceedings, ~~unanticipated~~or ~~disruption~~harm to our ~~business~~reputation, ~~our~~any ~~financial condition and results~~ of ~~operations~~which could ~~be adversely affected, and our business may become less competitive.~~

Wematerially ~~continually strive to improve~~ and ~~automate~~adversely ~~our~~affect ~~operational and IT systems and processes as part of~~ our ~~ongoing effort to improve the overall efficiency and competitiveness of our~~ business. ~~Transitioning to these new or upgraded processes~~ and systems requires significant capital investments and personnel resources. Implementation is also highly dependent on the coordination of numerous employees, contractors and software and system providers. While these efforts have resulted in improvements to our operational systems, we expect to continue to incur expenses to implement additional improvements and upgrades to our systems. Many of these expenditures have been and may continue to be incurred in advance of the realization of any direct benefits to our business. We cannot guarantee that we will be successful at improving our operational systems, adapting to changes in technology, including the successful utilization of data analytics, AI, and machine learning, or that our efforts will result in the anticipated benefits to us. In addition, the integration of emerging technologies, including data analytics, AI, and machine learning, into our systems and processes may require us to address rapidly developing laws and regulations governing AI. We may also experience difficulties in implementing or operating our new or upgraded operational or IT systems, including, but not limited to, ineffective or inefficient operations, significant system failures, system outages, delayed implementation and loss of system availability, which could lead to increased implementation and/or operational costs, loss or corruption of data, delayed shipments, excess inventory and interruptions of operations resulting in lost sales and/or profits. If our operational or IT system upgrades, improvements and associated implementation efforts are not successful, our financial condition and results of operations ~~could be adversely affected, and our business may become less competitive~~.

~~RISKS~~We ~~RELATED~~store TOand ~~OUR~~transmit ~~LEGAL~~sensitive information, ~~COMPLIANCE~~including personal information of customers, ~~AND~~consumers, ~~REGULATORY~~and ~~ENVIRONMENT~~

~~Failure~~employees, topayment ~~adequately~~card ~~protect~~information, ~~our~~and ~~intellectual~~proprietary ~~property~~operational, ~~rights~~financial, ~~could reduce sales~~ and ~~adversely~~strategic ~~affect~~data. ~~the~~Unauthorized ~~value of our brands.~~

~~Our~~access ~~business could be significantly harmed if we are not able~~ to ~~protect our intellectual property rights. We believe our competitive position is attributable to the value of our trademarks~~, ~~patents~~loss, ~~trade dress~~misuse, trade names, trade secrets, copyrights, and other intellectual property rights. An unfortunate reaction to the success of our brands is that we have become a target of counterfeiting and product imitation strategies. Although we are aggressive in legal and other actions in pursuing those who infringe on our intellectual property rights, we cannot guarantee that the actions we have taken will be adequate to protect our brands in the future, especially because some countries’ laws do not protect these rights to the same extent as US laws. If we fail to adequately protect our intellectual property rights, it will allow our competitors to sell products that are similar to and directly competitive with our products, or wedisclosure ~~could otherwise lose opportunities to sell our products to consumers who may instead purchase a counterfeit or imitation product, which could reduce sales~~ of ~~our~~such ~~products~~information ~~and adversely affect the value of our brands. In addition, any intellectual property lawsuits in which we are involved~~ could ~~cost~~result a significant amount of time and money and distract management’s attention from operating our business, which may negatively affect our business and results of operations. In addition to fighting intellectual property infringement, we may need to defend claims against us related to our intellectual property rights. For example, we have faced claims that the word “ugg” is a generic term. Such a claim was successful in ~~Australia,~~reputational ~~but similar claims have been rejected by courts in the US~~harm, ~~China~~litigation, ~~Republic~~regulatory of Türkiye, and the Netherlands. Any court decision or settlement that invalidates or limits trademark protection of our brands, which allows a third-party to continue to sell products similar to our products, or that allows a manufacturer or distributor to continue to sell counterfeit products, could lead to intensified competition and a material reduction in our sales, and could have a material adverse effect on the value of our brands.

24investigations, significant remediation costs and substantial losses. Our operations also depend on the continued

~~Table~~performance of ~~Contents~~internal information systems and third-party technology providers, including systems utilizing data

analytics and AI, to prevent unauthorized access and to respond quickly and effectively to data security incidents.

Cybersecurity threats continue to evolve in frequency and sophistication, and our reliance on interconnected

systems, cloud-based platforms, and third-party service providers increases the risk that a security incident affecting

us or these parties could disrupt our operations. Although we invest in security controls and monitoring, these

measures may not prevent all incidents or ensure timely detection.

A cyber-attack, data security incident, or system disruption could materially and adversely affect our business if:

•critical systems become inoperable or require significant time or cost to restore;

•employees are unable to perform their duties or communicate effectively with third parties;

•sensitive or confidential information is lost, misused, or disclosed without authorization;

•business operations, including order placement, fulfillment, or reporting, are disrupted;

•significant, unplanned investments in technology, security remediation, or recovery are required; or

•we incur additional liabilities, costs, claims, or regulatory exposure.

Any such event could result in reputational harm, loss of customer trust, strained relationships with partners and

suppliers, litigation, fines, penalties, or regulatory actions under domestic and international data protection and

privacy laws and could materially and adversely affect our business, financial condition, or results of operations.

If we are found to have violated laws concerning the privacy and security of consumers’ or other

individuals’ personal information, we could be subject to civil or criminal penalties, which could increase

our liabilities and harm our reputation or our business.

There are a number of laws protecting the privacy and security of personal information, as well as increased

scrutiny by regulators, such as the Federal Trade Commission, and state attorneys general focused on our industry.

Such laws include the California Consumer Privacy Act and California Privacy Rights Act, the EU’s General Data

Protection Regulation and member state directives, Canada’s Personal Information Protection and Electronic

Documents Act, and China’s Personal Information Protection Law, and limit how we may collect, use, share and

store personal information, and they impose obligations to protect that information. We may also be subject to new

or evolving data privacy and security laws and regulations. If we, or any of our service providers who have access to

the personal data for which we are responsible, are found to be in violation of the privacy or security requirements of

applicable data protection laws, we could be subject to civil or criminal penalties, which could increase our liabilities,

harm our reputation, and have a material adverse effect on our business, financial condition, and results of

operations. In addition, these laws may provide for private rights of action, statutory damages, or enhanced

regulatory enforcement, which could increase our exposure to litigation and liability. Although we utilize a variety of

Table of Contents 23

measures to secure the data that we control, even compliant entities can experience security breaches or have

inadvertent failures despite employing reasonable practices and safeguards.

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 and adversely affected.

Many consumers shop with us through Company-owned e-commerce websites and third-party digital marketplaces,

where expectations and competitive pressures, including delivery speed, shipping costs, return policies, and mobile

functionality, continue to increase. Consumers increasingly use mobile platforms, social media, and digital channels

to shop, comparison shop, and engage with brands, and we rely on these channels to attract and retain customers.

Our success may depend on the continued effectiveness of third‑party digital platforms and marketplaces, which

may change algorithms, policies, fee structures, data access, or content moderation practices, including through

increased use of AI‑driven tools, in ways that reduce traffic, increase customer acquisition costs, or otherwise

diminish the effectiveness of our marketing and sales efforts. These platforms may also become subject to

regulatory actions that limit our ability to operate on them or require costly operational or technological changes.

Failure to provide effective, reliable, secure, and user-friendly digital platforms that offer competitive delivery options

and meet evolving consumer expectations or to scale our technical infrastructure to support increased demand,

could disrupt operations, reduce sales, harm our reputation, and adversely affect our results of operations.

Additional risks include channel conflict with Company-owned and third-party brick and mortar stores, challenges in

replicating the in-store experience online, and liability for online content.

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 results of operations

could be adversely affected.

We continually strive to improve and automate our operational and IT systems and processes to enhance the

efficiency and competitiveness of our business. Transitioning to these new or upgraded processes and systems

requires significant capital investments and personnel resources. Implementation is also highly dependent on the

coordination of numerous employees, contractors and software and system providers. While these efforts have

resulted in improvements to our operational systems, we expect to continue to incur expenses to implement

additional improvements and upgrades to our systems. Many of these expenditures have been and may continue to

be incurred in advance of realizing any direct benefits to our business. Moreover, our investments in operational and

IT systems may not generate the expected return on investment or may take longer than anticipated to deliver

benefits. We cannot guarantee that we will be successful in improving our operational systems, adapting to changes

in technology, including the effective use of data analytics, and other emerging technologies, or that these efforts will

result in anticipated benefits. We may also experience difficulties in implementing or operating our new or upgraded

operational or IT systems, including ineffective or inefficient operations, significant system failures, outages, delayed

implementation and loss of system availability, which could lead to increased implementation and operational costs,

loss or corruption of data, delayed shipments, excess inventory and interruptions of operations resulting in lost sales

or profits. If our operational or IT system upgrades, improvements and associated implementation efforts are not

successful, our financial condition and results of operations could be adversely affected, and our business may

become less competitive.

Risks related to our use of artificial intelligence technologies could adversely affect our business,

reputation, results of operations, or financial condition.

We and our third-party service providers are increasingly using AI, data analytics, and machine learning

technologies across our business, including operational and IT systems, digital platforms, and certain business

processes. While these technologies may improve efficiency and decision-making, they may not perform as

intended and may produce inaccurate, incomplete, or otherwise unreliable outputs, including due to deficiencies in

the data used to develop or operate such tools.

Our use of AI, and the use of AI by third parties on which we rely, may introduce additional risks related to the

integrity, security, and governance of data used by such technologies, including the potential for unauthorized use,

processing, or exposure of sensitive information in ways that may not be fully addressed by our existing data

protection controls, as well as operational disruptions resulting from reliance on AI-driven outputs or systems that do

not perform as intended. In addition, the use of AI technologies in the creation or development of content, designs,

or other intellectual property may present uncertainty regarding ownership, copyright-ability, or potential

infringement of third-party intellectual property rights. The legal and regulatory landscape governing AI is rapidly

Table of Contents 24

evolving, and compliance with new or changing requirements may require additional resources or operational

changes. If we are unable to effectively manage these risks, our business and results of operations could be

materially and adversely affected.

Risks Related to Our Legal, Compliance, and Regulatory Environment

Failure to adequately protect our intellectual property rights could reduce sales and adversely affect the

value of our brands.

Our business could be significantly harmed if we are not able to protect our intellectual property rights. We believe

our competitive position is attributable to the value of our trademarks, patents, trade dress, trade names, trade

secrets, copyrights, and other intellectual property rights. As a result of the success of our brands, we have become

a target of counterfeiting and product imitation. Although we actively pursue legal and other actions against those

who infringe on our intellectual property rights, we cannot guarantee that these actions will be adequate to protect

our brands in the future, particularly because some countries’ laws do not protect these rights to the same extent as

US laws. If we fail to adequately protect our intellectual property rights, it may allow competitors to sell products that

are similar to and directly competitive with our products, or we could lose opportunities to sell our products to

consumers who instead purchase counterfeit or imitation products, which could reduce sales of our products and

adversely affect the value of our brands. In addition, any intellectual property lawsuits in which we are involved

could require significant time and expense and distract management’s attention from operating our business, which

may negatively affect our business and results of operations. In addition to enforcing our intellectual property rights,

we may need to defend claims against us related to our intellectual property rights. For example, we have faced

claims that the word “ugg” is a generic term. Such a claim was successful in Australia, but similar claims have been

rejected by courts in the US, China, the Republic of Türkiye, and the Netherlands. Any court decision or settlement

that invalidates or limits trademark protection of our brands, which allows a third-party to continue to sell products

similar to our products or to sell counterfeit products, could lead to intensified competition and a reduction in our

sales and adversely affect the value of our brands.

Our revolving credit facility agreements expose us to certain risks.

From time to time, we have financed our liquidity needs in part ~~from~~through borrowings ~~made~~ under ~~our~~ revolving credit facilities. Our ability to borrow under our revolving credit facilities may be limited if the lenders believe there has been a material adverse change to our business. In addition, our revolving credit facility agreements contain a number of customary financial covenants and restrictions, which may limit our ability to engage in transactions that would otherwise be in our best interests, or otherwise respond to changing business and economic conditions, and may therefore have a material effect on our business. Failure to comply with any of the covenants could result in a default, allowing our lenders to accelerate the timing of payments, which could have a material adverse effect on our business, operations, financial condition, and liquidity. In addition, in some cases, a default under one revolving credit facility could result in a cross-default under other revolving credit facilities. Certain of our revolving credit facility agreements bear interest at a rate that varies by currency. Any increases in interest rates applicable to our borrowings would increase our cost of borrowing, which would result in a decline in our net income and liquidity.

~~The~~We ~~tax~~may ~~laws~~be ~~applicable~~unable to ~~our~~renew, ~~business are complex~~extend, ~~and changes in tax laws~~ or ~~audits~~replace ~~by taxing authorities could increase~~ our ~~worldwide~~revolving ~~tax~~credit ~~rate~~facilities ~~and~~on ~~may~~acceptable ~~subject~~terms, usor toat ~~additional tax liabilities~~all, ~~which~~when ~~may materially affect our financial position and results of operations.~~

~~Changes~~they ~~in US and foreign tax laws~~mature, ~~regulations,~~which ~~and treaties~~ could ~~materially~~reduce ~~affect~~ our ~~business.~~available ~~These tax laws require significant judgment and specialized expertise to evaluate and estimate our worldwide provision for income taxes~~liquidity. ~~Changes~~Our inability ~~these tax laws, or~~ to ~~their~~borrow ~~interpretations,~~under ~~could result in a materially higher tax expense or a higher effective tax rate on~~ our ~~worldwide~~revolving ~~earnings.~~credit ~~For~~facilities ~~example, global tax authorities~~ may take differing positions in interpreting the Organization for Economic Co-operation and Development’s guidance, including with respect to Base Erosion and Profit Shifting, which could modify existing tax principles. These changes and potential other tax law changes could increase our income tax liability or adversely affect our long-term effective tax rates and net income.

~~Many~~be ~~countries~~limited inif ~~which we operate have adopted tax laws that could impact our financial position and results of operations beyond fiscal year 2025, including~~ the ~~15%~~lenders ~~global~~believe ~~minimum~~there ~~tax~~has ~~under the Organization for Economic Cooperation and Development’s Pillar Two Global Anti-Base Erosion Rules. As of March 31, 2025, these rules are either effective or have~~ been ~~adopted~~a inmaterial ~~draft~~adverse ~~form~~change into ~~various countries, and may adversely affect~~ our ~~income tax expense, profitability, and capital allocation decisions going forward~~business. ~~Based~~In ~~on our current analysis~~addition, ~~the enacted global minimum tax does not have a material impact on~~ our ~~consolidated~~revolving financial statements for the fiscal year ended March 31, 2025. We continue to evaluate the impact of Pillar Two as additional guidance becomes available; however, uncertainty remains regarding the timing and interpretation of the rules by the jurisdictions in which we operate.

~~Additionally,~~credit wefacility ~~are~~agreements ~~subject~~contain toa ~~tax~~number ~~audits, which may result in the assessment~~ of ~~additional~~customary ~~taxes.~~financial ~~Although~~covenants ~~we believe our tax estimates are reasonable~~ and ~~our tax filings are prepared in accordance with all applicable tax laws~~restrictions, the final determination with respect to any tax audits, and related litigation, could be materially different from our estimates or from our historical tax provisions and accruals, especially as there is continued economic and political pressures to increase tax revenues in jurisdictions in which wemay ~~operate.~~limit ~~The results of a tax audit or other tax proceeding could have a material adverse effect on~~ our ~~results of operations or cash flows during the periods for which that determination is made and may require a restatement of prior financial reports.~~

~~RISKS~~ability ~~RELATED~~to TOengage ~~OUR~~in ~~COMMON~~transactions ~~STOCK~~that would otherwise be in our best interests, or otherwise respond to changing

~~Our~~business ~~common~~and ~~stock~~economic ~~price~~conditions, ~~has~~and ~~been~~may ~~volatile,~~therefore ~~which~~have ~~could~~a ~~result~~material ineffect ~~substantial~~on ~~losses~~our ~~for stockholders~~business. Failure to comply with

~~The~~any ~~trading price~~ of ~~our~~these ~~common~~covenants ~~stock~~could ~~has~~result ~~been~~in ~~and~~a ~~may~~default, ~~continue~~allowing ~~to be volatile. The trading price of~~ our ~~common~~lenders ~~stock~~to ~~could~~accelerate bethe ~~affected~~timing ~~by a number~~ of ~~factors~~payments, ~~including,~~which ~~but not limited to the following:~~

could have a material adverse effect on our business, operations, financial condition, and liquidity. In addition, in

some cases, a default under one revolving credit facility could result in a cross-default under other facilities. Certain

of our revolving credit facility agreements bear interest at a rate that varies by currency. Any increases in interest

rates applicable to our borrowings would increase our cost of borrowing, which would reduce our net income and

liquidity.

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.

Changes in global tax laws, regulations, and treaties could materially affect our business. These tax laws require

significant judgment and specialized expertise to evaluate and estimate our worldwide provision for income taxes.

Changes in these tax laws (and our interpretation thereof), could result in a materially higher tax expense or a

higher effective tax rate on our worldwide earnings. For example, global tax authorities may take differing positions

in interpreting the Organization for Economic Co-operation and Development’s (commonly known as OECD)

guidance, including with respect to Pillar Two model rules, which could modify existing tax principles and increase

our tax liabilities; in addition, the enactment of H.R. 1, also known as the One Big Beautiful Bill Act, or similar future

legislation, may also affect applicable tax rules and interpretations. These changes and potential other tax law

changes could increase our income tax liability or adversely affect our long-term effective tax rates and net income.

Refer to Note 5, “Income Taxes,” of our consolidated financial statements in Part IV within this Annual Report for

further information regarding tax law changes.

Table of Contents 25

Additionally, we are subject to tax audits, which may result in the assessment of additional taxes. Although we

believe our tax estimates are reasonable and our tax filings are prepared in accordance with all applicable tax laws,

the final determination with respect to any tax audits, and related litigation, could be materially different from our

estimates or from our historical tax provisions and accruals, especially as there is continued economic and political

pressure to increase tax revenue in jurisdictions in which we operate. The results of a tax audit or other tax

proceeding could have a material adverse effect on our results of operations or cash flows during the periods for

which that determination is made and may require a restatement of prior financial reports. In addition, changes in

our estimates related to uncertain tax positions could result in adjustments to our tax expense and effective tax rate

in future periods.

Risks Related to Our Common Stock

Our common stock price has been volatile, which could result in losses for stockholders.

The trading price of our common stock has been and may continue to be volatile. The trading price of our common

stock could be affected by a number of factors, including:

•changes in expectations regarding our future financial performance and results of operations;

•changes in estimates and opinions of our performance by securities analysts and other market ~~participants, or our failure to meet such estimates;~~

~~•changes~~participants, inor our ~~stockholder~~failure ~~base~~to ormeet ~~public~~such ~~actions taken by investors~~estimates;

•~~market~~changes ~~research~~in ~~and~~our ~~opinions~~stockholder ~~published~~base byor ~~securities~~public ~~analysts~~actions ~~and~~taken ~~other~~by ~~market participants~~investors, ~~and~~including ~~the response to such publications~~activism;

25•market research and opinions published by securities analysts and other market participants, and

~~Table~~the ofresponse ~~Contents~~to such publications;

•third-party data sources estimating our intra-quarter financial performance;

•quarterly fluctuations in our sales, margins, expenses, financial ~~position~~condition, and results of operations;

•the financial stability of our customers, manufacturers, suppliers, and ~~suppliers~~competitors;

•~~legal~~announcements ~~proceedings,~~made ~~regulatory~~by ~~actions,~~us ~~and~~or ~~legislative~~our ~~changes~~competitors regarding product launches or developments;

•~~the~~announcements ~~declaration~~by ofour ~~stock~~competitors, or ~~cash~~other ~~dividends,~~companies ~~share~~in ~~repurchases~~our industry, orregarding ~~stock~~changes orin ~~reverse stock splits;~~

financial condition, results of operations or financial outlook;

•legal proceedings, regulatory actions, and legislative changes impacting us, our competitors, or the

industry in which we operate;

•the declaration of stock or cash dividends, stock repurchases, or stock or reverse stock splits;

•consumer confidence and discretionary spending levels;

•broad market fluctuations in trading volume and market price of publicly traded securities;

•general market, ~~political~~geopolitical, and ~~economic~~macroeconomic conditions, including evolving international trade ~~dynamics and recessionary conditions; and~~

•adynamics ~~variety of risk factors, including the ones described herein~~ and inrecessionary ~~our~~conditions; ~~other SEC filings.~~and

In•trading ~~addition,~~activity ~~the stock market~~ in ~~general~~our ~~has~~stock ~~experienced~~by ~~extreme~~short-term ~~price and volume fluctuations that have often been unrelated~~ or ~~disproportionate~~technical toinvestors, ~~the~~including ~~operating~~algorithmic ~~performance of individual companies. Accordingly~~trading, ~~the~~index price of our common stock is volatile and any investment in our stock is subject to risk of loss. These broad market and industry factors and other general macroeconomic conditions unrelated to our financial performance may also affect our common stock price.

~~Anti-takeover provisions contained in our Amended and Restated Certificate of Incorporation (Certificate) and Amended and Restated Bylaws (Bylaws)~~funds, asor ~~well~~other asmarket ~~provisions~~participants ofwhose ~~Delaware~~investment ~~law,~~decisions ~~could~~are ~~impair~~not abased ~~takeover~~on ~~attempt~~our fundamentals.

~~Our~~In ~~Certificate and Bylaws contain provisions that could have the effect of rendering more difficult hostile takeovers~~addition, ~~change-in-control transactions, or changes in our Board or management. As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of~~ the ~~Delaware~~stock ~~General~~market ~~Corporation Law, which may delay, deter, or prevent a change-~~in~~-control~~ ~~transaction.~~general ~~Any provision of Delaware law, our Certificate, or our Bylaws, which~~ has ~~the~~experienced ~~effect~~extreme ofprice ~~rendering~~and ~~more~~volume ~~difficult,~~fluctuations. ~~delaying~~Accordingly, ~~deterring, or preventing a change-in-control transaction could limit~~ the ~~opportunity for stockholders to receive a premium for their shares of our common stock, and could affect the price that investors are willing to pay for our common stock.~~

price of our common stock is volatile and any investment in our stock is subject to risk of loss. These broad market

and industry factors and other general macroeconomic conditions unrelated to our financial performance may also

affect our common stock price, including in ways that are disproportionate to or not directly related to our operating

performance.

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 or delay a

takeover attempt.

Our Certificate and Bylaws contain provisions that could have the effect of rendering more difficult hostile takeovers,

change-in-control transactions, or changes in our Board or management. As a Delaware corporation, we are also

subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation Law, which may

delay, deter, or prevent a change-in-control transaction. Any provision of Delaware law, our Certificate, or our

Bylaws that has the effect of rendering more difficult, delaying, deterring, or preventing a change-in-control

transaction could limit the opportunity for stockholders to receive a premium for their shares of our common stock,

and could affect the price that investors are willing to pay for our common stock.

Table of Contents 26

ITEM 1B. UNRESOLVED COMMENT LETTERS

~~UNRESOLVED~~Unresolved ~~COMMENT~~Comment ~~LETTERS~~Letters

None.

26Table of Contents 27

Table of Contents

ITEM 1C. CYBERSECURITY

~~CYBERSECURITY~~Cybersecurity ~~RISK~~Risk ~~MANAGEMENT~~Management ~~AND~~and ~~STRATEGY~~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~~operations, ~~we have developed an incident response plan (IRP) designed to quickly respond to~~employees, ~~mitigate~~customers, and ~~recover~~other business partners from cybersecurity ~~incidents. The IRP includes procedures for incident detection and reporting~~risks, ~~initial~~which ~~assessment,~~continue ~~containment,~~to ~~eradication,~~evolve ~~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~~frequency ~~aspects of our business. The integration ensures that cybersecurity considerations are integral to our strategic~~ and ~~operational decision-making~~sophistication. ~~Our~~These ~~management~~risks ~~team~~include, ~~works~~among ~~closely with our Chief Digital & Data Officer (CDDO) and Chief Information Security Officer (CISO)~~others, ~~ensuring that our cybersecurity efforts align with our business objectives and~~ operational, ~~needs.~~financial, ~~Key~~reputational, ~~components of our cybersecurity approach include~~legal, ~~among~~and ~~other things:~~

~~•establishing~~regulatory ~~a dedicated action team, led by our CDDO and CISO, to oversee and manage cybersecurity~~ risks;.

~~•implementing~~As a ~~comprehensive~~part ~~cybersecurity~~of ~~risk~~this ~~assessment~~program, ~~process~~we ~~and~~have ~~strategy~~developed ~~based~~an onincident ~~industry~~response ~~standards~~plan ~~and~~(IRP) ~~established~~designed ~~frameworks~~to ~~such~~quickly asrespond ~~the~~to, ~~National Institute of Standards and Technology (NIST) Special Publication 800-61;~~

~~•implementing a vendor risk management program~~mitigate, ~~which~~and ~~includes~~recover from cybersecurity ~~and~~incidents. ~~data~~The ~~privacy~~IRP ~~audits,~~includes ~~evaluating~~procedures ~~vendor~~for ~~risk~~incident ~~level,~~detection and ~~monitoring risk mitigation efforts;~~

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

improvement.

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

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

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

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

approach include, among other things:

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

cybersecurity risks;

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

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

Technology (NIST);

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

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

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

risk monitoring and mitigation efforts;

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

•periodically engaging independent third-party assessors to audit our cybersecurity and information ~~system programs to evaluate their effectiveness;~~

~~•implementing industry-standard technologies and processes to protect our~~ system ~~and~~programs ~~data and~~ to ~~help~~evaluate ~~detect~~their ~~potential suspicious activity~~effectiveness;

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

help detect potential unauthorized activity;

•maintaining access controls to safeguard data and systems;

•providing annual trainings to employees on responsible information security, data security and ~~cybersecurity practices including appropriate action to take against cybersecurity threats;~~

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~~

incidents or breaches and other technology related exposures; and

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

~~These~~We ~~approaches~~continuously ~~are~~evaluate ~~not exhaustive,~~ and weenhance ~~plan~~our tocybersecurity ~~continuously~~risk ~~improve~~management ~~our~~practices ~~approaches~~in response to ~~cybersecurity~~evolving ~~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”~~business ~~within this Annual Report for further information~~needs.

27In the three-year period ended March 31, 2026, our business, results of operations and financial condition have not

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

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

~~Our Board has delegated to~~ the ~~Audit~~future ~~Committee~~by ~~primary~~such ~~responsibility for oversight of risk assessment and risk management, including~~ risks ~~related~~or toany ~~cybersecurity~~future ~~and~~material ~~information security issues~~incidents. ~~Our~~Refer ~~CDDO and CISO, who head our cybersecurity and information security initiatives, provide quarterly updates~~ to ~~the~~Part ~~Audit Committee~~I, ~~and~~Item ~~annual updates to the full Board. These updates cover various topics~~1A, ~~such~~“Risk asFactors ~~efforts~~- toRisks ~~enhance~~Related 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~~Data ~~15 years in Information~~ Security. ~~He holds a B.S. in Cybersecurity~~ and ~~Information~~Privacy” ~~Assurance,~~within ~~along~~this ~~with~~Annual ~~industry~~Report ~~certifications~~for ~~that~~further 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 certificationsinformation.

Table of Contents 28

Cybersecurity Governance

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ITEM 2. PROPERTIES

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~~operations ~~Offices.~~during ~~We have offices in Austria, Belgium, Canada, China, France, Germany, Hong Kong, Indonesia, Italy, Japan,~~ the ~~Netherlands,~~fourth ~~Switzerland,~~quarter ~~the UK, the US, and Vietnam, to perform a variety~~ of ~~functions,~~fiscal ~~which~~year ~~include~~2015. ~~supervising~~In ~~and~~October ~~overseeing the quality and manufacturing standards of our products~~2021, ~~design,~~we ~~product~~began ~~development, distribution, customer service, coordinating regional sales,~~ operations, ~~marketing, IT, and administration. We also have offices~~ in ~~Macau~~a ~~and~~second ~~Hong~~US ~~Kong to coordinate logistics.~~

~~Retail~~warehouse ~~Stores. As of March 31, 2025, we have 50 US retail stores~~ and ~~129~~DC ~~international~~located ~~retail stores, including~~ in ~~Austria~~Mooresville, ~~Belgium,~~Indiana. ~~Canada,~~In ~~China,~~October ~~France~~2023, ~~Germany,~~we ~~Japan,~~began ~~the~~operations ~~Netherlands,~~in ~~Switzerland,~~a ~~and~~third ~~the~~US ~~UK.~~warehouse

~~Other than our corporate headquarters, we lease our warehouses~~ and ~~DCs,~~DC ~~retail~~located ~~stores and regional offices from unrelated parties. With the exception of retail stores~~ in ~~our DTC channel~~Mooresville, ~~costs~~Indiana. ~~associated~~We ~~with~~continue ~~our warehouses and DCs and regional offices are attributable~~ to ~~multiple~~optimize ~~reportable operating segments~~ and ~~are~~invest ~~not allocated; but instead reflected~~ in ~~unallocated enterprise and shared brand expenses in~~ our ~~results of~~ operations. ~~Refer~~at tothese 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 expenseslocations.

WeRegional ~~believe~~Offices. ~~our~~We ~~properties~~have ~~are~~offices ~~adequate~~in ~~for~~Austria, ~~our~~Belgium, ~~current~~Canada, ~~needs~~China, ~~and~~France, ~~that~~Germany, ~~suitable~~Hong ~~additional~~Kong, orIndonesia, ~~substitute space will be available to accommodate the foreseeable expansion of our business and operations.~~

~~Significant~~Italy, ~~Properties.~~Japan, ~~The~~Macau, ~~following~~the ~~table~~Netherlands, ~~provides~~Switzerland, ~~details~~the ~~regarding~~UK, ~~our~~the ~~significant~~US, ~~physical~~and ~~properties~~Vietnam, ~~that~~to ~~are~~perform ~~operational~~a asvariety of ~~March 31~~functions, ~~2025:~~

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

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

28development, distribution, customer service, regional sales, operations, marketing, IT, administration, and logistics.

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

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

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

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

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

instead reflected in unallocated enterprise and shared brand expenses in our results of operations. Refer to Part II,

Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for further

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

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

unallocated enterprise and shared brand expenses.

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

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

Table of Contents 29

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

operational as of March 31, 2026:


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

ITEM 3. 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, 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~~jurisdictions ~~proceedings,~~asserting ~~disputes, and other~~ claims ~~arising~~for inalleged ~~the~~acts ~~ordinary course~~ of ~~business,~~trademark ~~including employment~~counterfeiting, ~~intellectual~~trademark ~~property~~infringement, ~~and~~patent 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Table of Contents 30

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED

STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information. Our common stock ~~has~~is traded ~~under the symbol DECK~~ on the New York Stock Exchange (NYSE) ~~since~~under ~~May 2014 and was previously traded on~~ the ~~Nasdaq~~symbol ~~Global Select Market.~~

~~Holders of Record~~“DECK”. 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~~Holders ~~Sales~~ of ~~Equity Securities~~Record. WeAs ~~did~~of ~~not~~May 1, ~~sell~~2026, ~~any~~we ~~equity~~had ~~securities~~27 ~~that~~stockholders ~~were~~of ~~not~~record ~~registered~~based ~~under~~on the ~~Securities~~records ~~Act~~of ~~during~~our ~~the~~transfer ~~year ended March 31, 2025.~~

~~STOCK~~agent, ~~PERFORMANCE~~which ~~GRAPH~~does not include beneficial owners of our common stock whose shares are held in the names of

~~Below~~various issecurities 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 Apparelbrokers, ~~Accessories & Luxury Goods Index for the five fiscal-year periods commencing March 31~~dealers, ~~2020,~~ and ~~ended~~registered ~~March 31,~~clearing ~~2025~~agencies. 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.

29Unregistered Sales of Equity Securities. We did not sell any equity securities that were not registered under the

~~Table~~Securities ofAct ~~Contents~~during the year ended March 31, 2026.

	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

Stock Performance Graph

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

Wecumulative ~~have~~total ~~not~~return ~~declared~~of orthe ~~paid~~Standard ~~any~~& ~~cash~~Poor’s ~~dividends~~500 onStock ~~our~~Index ~~common~~(S&P ~~stock~~500 ~~since~~Index) ~~our inception. Our current revolving credit agreements allow us to declare~~ and ~~pay~~the ~~cash~~S&P ~~dividends,~~500 ~~as long as we do not exceed certain leverage ratios~~Apparel, ~~and no event of default has occurred. However, we currently do not anticipate declaring or paying any cash dividends.~~

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

~~Our~~March 31, ~~Board~~2026. ~~has~~We ~~approved~~use ~~various~~the ~~authorizations~~S&P ~~under~~500 ~~our~~Index ~~stock~~as ~~repurchase~~we ~~program~~believe toit ~~repurchase~~is ~~shares of our common stock in~~ the ~~open~~benchmark ~~market~~most orrelevant ~~in privately negotiated transactions, subject~~ to ~~market~~measure ~~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~~performance. ~~The~~Total ~~credit~~return ~~agreements~~assumes ~~governing~~reinvestment ~~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~~dividends, ~~2025,~~although we have not ~~exceeded~~declared ~~the~~or ~~stated~~paid ~~leverage~~any ~~ratios,~~cash ~~and no defaults have occurred under these credit agreements.~~

30dividends on our common stock since our inception. The data represented in the graph assumes one hundred

~~Table~~dollars invested in our common stock and in each of ~~Contents~~the referenced indices on March 31, 2021. The stock

~~Stock~~performance ~~repurchase~~shown ~~activity~~on ~~under~~the ~~our~~below ~~stock~~graph ~~repurchase~~is ~~program~~not ~~during~~necessarily ~~the~~indicative ~~three~~of ~~months~~future ~~ended~~performance. ~~March 31,~~In ~~2025,~~providing ~~was~~the ~~as follows:~~

	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

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

Table of Contents 31


	Years Ended March 31,
	2021	2022	2023	2024	2025	2026
Deckers Outdoor Corporation	$100.00	$82.86	$136.04	$284.80	$202.96	$181.66
S&P 500 Index	100.00	115.65	106.71	138.59	150.03	176.74
S&P 500 Apparel, Accessories & Luxury Goods Index	100.00	79.08	54.79	46.60	42.58	46.98

Dividend Policy

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

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

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

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

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

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

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

Stock Repurchase Program

Our Board has approved a stock repurchase program which authorizes us to repurchase shares of our common

stock in the open market or in privately negotiated transactions, subject to market conditions, applicable legal

requirements, and other factors (collectively, the stock repurchase program). Our Board last approved an

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

conditions as the prior stock repurchase program.

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

suspended at any time at our discretion.

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

as follows:


	Total Number of Shares Repurchased (1) (2)	Weighted Average Price per Share	Dollar Value of Shares Repurchased (2) (3)	Dollar Value of Shares Remaining for Repurchase (2)
January 1 - January 31, 2026	928,296	$102.34	$94,999	$1,716,214
February 1 - February 28, 2026	584,036	116.43	67,999	1,648,215
March 1 - March 31, 2026	964,893	102.20	98,613	1,549,602
Total	2,477,225	105.61	$261,612	1,549,602

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

(2) ~~The~~May ~~dollar~~not ~~value~~calculate ofon ~~shares~~rounded ~~repurchased excludes the cost of broker commissions, excise taxes, and other costs~~amounts.

(3) ~~May~~The ~~not~~dollar ~~calculate~~value onof ~~rounded~~shares ~~dollars~~repurchased excludes the cost of broker commissions, excise taxes, and other costs.

Subsequent to March 31, ~~2025~~2026, through May 91, ~~2025~~2026, we repurchased ~~765~~1,~~321~~096,908 shares of our common stock at a ~~weighted average price of $109.75 per share for $83,998. As of May 9, 2025, we had $290,704 remaining authorized under the stock repurchase program. Amounts may not calculate on rounded dollars.~~

Onweighted ~~May~~average ~~21,~~price ~~2025,~~of ~~our~~$105.75 ~~Board~~per ~~approved~~share anfor ~~additional authorization of~~ $2115,~~250,000~~999. toAs ~~repurchase shares~~ of ~~our~~May 1, ~~common~~2026, ~~stock~~we ~~under~~had ~~the~~$1,433,603 ~~same~~remaining ~~conditions as the prior stock repurchase program.~~

~~Refer~~authorized to the section titled “Liquidity” under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Note 10, “Stockholders’ Equity,” of our consolidated financial statements in Part IV, within this Annual Report, for ~~further information on~~ repurchases ofunder ~~our~~the ~~common~~ stock repurchase program.

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

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

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

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

Condition and Results of Operations,” and Note 11, “Stockholders’ Equity,” of our consolidated financial statements

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

Table of Contents 32

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

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.

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

~~Unless~~financial ~~otherwise~~condition ~~indicated,~~and ~~all~~results ~~figures~~of ~~herein~~operations ~~are~~for ~~expressed~~the inyears ~~thousands,~~ended ~~except~~March ~~for~~31, ~~per~~2026, ~~share~~ and ~~share~~2025 ~~data.~~and year-over-year

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

Weyears ~~are~~ended aMarch ~~global leader in designing~~31, ~~marketing~~2025, and ~~distributing~~2024 ~~innovative footwear, apparel,~~ and ~~accessories developed for both everyday casual lifestyle use and high~~year-~~performance~~over-year ~~activities.~~comparisons Webetween ~~market~~those ~~our products primarily under five proprietary brands: UGG~~periods, ~~HOKA,~~refer ~~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 aPart ~~broad demographic. Our brands sell our products through quality domestic and international retailers~~II, international distributors, 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.

31Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual

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

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

~~Consolidated~~risks ~~financial~~and ~~performance~~uncertainties. ~~highlights~~Our ~~for~~actual ~~fiscal~~results ~~year~~of ~~2025,~~operations ~~compared~~may todiffer ~~fiscal~~materially ~~year~~from ~~2024~~those ~~(the~~expressed ~~prior~~or ~~period),~~implied ~~were~~by ~~as follows:~~

~~•Net~~these ~~sales~~forward-looking ~~increased~~statements ~~16.3%~~as toa $4result of many factors,~~985,612.~~ including those set forth in the section titled

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

Report.

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

“domestic” refer to the US.

Overview

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

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

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

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

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

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

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

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

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

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

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

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

Financial Highlights

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

(the prior period), were as follows:

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

◦Brand

▪~~UGG~~HOKA brand net sales increased 1315.19% to $2,~~531~~587,~~351~~330.

▪~~HOKA~~UGG brand net sales increased 238.62% to $2,~~233~~738,~~090~~758.

▪Other brands net sales decreased 833.69% to $~~221~~146,~~171~~208.

◦Channel

▪Wholesale channel net sales increased 1712.43% to $23,~~855~~208,~~865~~107.

▪DTC channel net sales increased 146.83% to $2,~~129~~264,~~747~~189.

◦Geography

▪Domestic net sales increased 110.32% to $3,~~186~~191,~~709~~518.

▪International net sales increased 26.38% to $12,~~798~~280,~~903~~778.

•Gross profit as a percentage of net sales (gross margin) ~~increased~~decreased ~~230~~20 basis points to 57.97%.

~~•SG&A~~Table ~~expenses~~of ~~increased 17.1% to $1,706,571.~~Contents 33

•~~Income~~SG&A ~~from~~expenses ~~operations~~ increased 2711.10% to $1,~~179~~894,~~092~~823.

•Income from operations ~~as a percentage of net sales (operating margin)~~ increased ~~200~~7.1% ~~basis points~~ to 23$1,262,903.~~6%.~~

•~~Diluted~~Income ~~earnings~~from ~~per~~operations ~~share~~as ~~increased~~a ~~30.2%~~percentage toof ~~$6.33~~net ~~per~~sales ~~share.~~(operating margin) decreased 50 basis points

~~RECENT~~to ~~DEVELOPMENTS~~23.1%.

~~Koolaburra~~•Diluted ~~Brand.~~earnings ~~During~~per ~~the~~share ~~third~~increased ~~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~~10.9% ~~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~~$7.02 ~~Refer~~per ~~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~~share.

~~Sanuk~~Trends ~~Brand~~And ~~Asset~~Uncertainties ~~Sale.~~Impacting ~~During~~Our ~~the~~Business ~~second~~And quarter of fiscal year 2025, we completed the sale of the Sanuk brand and certain related assets. Refer to the section below titled “Reportable Operating Segment Overview” for further information on our results of operations. 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 the Sanuk brand. Industry

~~Forward~~Our ~~Stock~~business ~~Split~~ and ~~Authorized~~industry ~~Share~~are ~~Increase.~~subject ~~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~~several ~~the~~important ~~effectiveness~~trends ~~of the stock split~~ and ~~the~~uncertainties, ~~authorized~~including ~~share increase. Refer to~~ the ~~section~~following: ~~titled “Basis of Presentation,” in Note 1, “General,” of our consolidated financial statements in Part IV within this Annual Report for further information.~~

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, including the following:

Macroeconomic and Geopolitical Factors

•WeMacroeconomic ~~are exposed to risks resulting from evolving US trade policy that has introduced uncertainty and volatility in global trade relations~~factors, including ~~higher~~inflationary ~~tariffs and greater restrictions on goods imported from certain regions. While we pursue mitigation strategies~~pressures, ~~including~~increased ~~through selective~~tariffs, ~~staggered,~~rising ~~and~~supply ~~strategic~~chain ~~price increases on our products sold in the US and by negotiating cost-sharing arrangements with our independent manufacturers~~costs, ~~we may be unable to offset all resulting~~

32high interest rates, foreign currency exchange rate volatility, escalating global conflicts, changes in

~~Table~~discretionary ofspending, ~~Contents~~and recession risks, are creating a complex and challenging environment

~~increases~~for to our ~~cost~~business ofand ~~goods~~industry ~~sold.~~that ~~These risks~~ may ~~have~~continue ato ~~material~~pressure ~~adverse~~our ~~impact~~results onof ~~demand~~operations, ~~for~~including our ~~products.~~

~~•Macroeconomic~~gross ~~factors,~~margin. ~~including~~For ~~inflationary pressures~~example, ~~increased~~prolonged ~~tariffs,~~or ~~geopolitical unrest, and~~ escalating ~~global~~ conflicts, ~~are~~in ~~creating a complex and challenging environment for our business and industry. While these factors did not materially impact our business or results of operations during fiscal year 2025,~~ the ~~full~~Middle ~~impact~~East ~~of these factors is difficult to quantify and~~ could ~~negatively~~disrupt ~~impact~~our ~~us in future periods.~~

~~Brand~~supply chain and ~~Omni-Channel~~increase ~~Strategy~~energy, transportation, and commodity costs, as well as cause shipping

~~•We~~delays. ~~remain~~While ~~focused~~these onfactors ~~increasing~~did ~~global~~not ~~consumer~~materially ~~awareness and adoption of our brands, which has continued to positively~~ impact our ~~financial~~ results. ~~Our efforts to drive brand adoption are focused on building brand acceptance and heat through launches~~ of ~~innovative~~operations ~~product~~during ~~offerings, coupled with marketing investments across multiple geographic markets and channels of distribution, including strategic expansion of~~ the ~~global~~current ~~marketplace.~~

~~•We continue to implement a marketplace inventory management strategy for our brands through segmentation and differentiation. During fiscal year 2025~~period, wethey ~~continued~~could tonegatively ~~experience~~affect ~~alignment~~us ~~on product assortments that resulted~~ in ~~higher~~future ~~full-price sell-through, which benefited our gross margins across all channels of distribution~~periods. 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~~We ~~long-term~~are ~~strategy~~exposed ~~remains focused on building our DTC channel~~ to ~~represent~~risks ~~an increased proportion of our total net sales, which includes differentiating the consumer experience~~ from ~~the~~evolving ~~wholesale~~trade channel to drive increases in acquisition and retention to sustain strong market positions and a high level of demand for our brands. We expect increased sales in the DTC channel will continue to positively impact our gross margins. Howeverpolicies, asincluding wehigher ~~expand~~tariffs ~~doors with wholesale partners to drive brand awareness~~ and ~~market~~restrictions ~~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~~affecting ~~continue~~goods toimported ~~implement~~from our international growth strategies for the HOKA and UGG brands to represent an increased proportion of our total net sales. We continue to selectively expand our HOKA brand presence through additional locations with our wholesale partners and targeted retail store expansion within our DTC channel. We also continue to invest in certain regions ~~that~~where ~~provide influential market presence to build HOKA brand awareness, and~~ we ~~expect~~have toa ~~continue~~concentration ~~making~~of ~~these~~sourcing ~~investments, including in our next fiscal year. We continue to emphasize elevating the customer experience for our brands through category expansion~~ and ~~collaborations.~~

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

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

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

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

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

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

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

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

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

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

products.

Brand and Omnichannel Strategy

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

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

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

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

and loyalty-driven engagement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Table of Contents 34

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

periods, which could pressure gross margin in those periods.

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

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

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

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

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

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

programs.

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

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

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

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

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

Supply Chain

•To support our ~~growing business~~growth, we continue to invest in our ~~network of~~ global ~~warehouses,~~distribution ~~DCs~~network, ~~and~~including ~~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.

~~REPORTABLE~~warehouses ~~OPERATING~~and ~~SEGMENTS~~DCs, ~~OVERVIEW~~as well as 3PLs. We also continue to diversify our independent

Asmanufacturers ~~of March 31, 2025, our three reportable operating segments include the worldwide operations of the UGG brand, HOKA brand,~~ and ~~Other brands. Information reported to~~ the ~~CODM,~~regions ~~who~~in iswhich ~~our~~they ~~Principal~~operate; ~~Executive Officer (PEO)~~however, iswe ~~organized~~maintain ~~into~~a ~~these~~significant ~~reportable operating segments and is consistent with how the CODM evaluates our performance and allocates resources.~~

33concentration of sourcing and manufacturing in Southeast Asia. In addition, we are currently

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

~~Change~~operational ~~in Reportable Operating Segments~~risks. ~~During~~We ~~the~~expect ~~fourth quarter of fiscal year 2025, the financial information regularly used by the CODM~~ to ~~evaluate~~continue ~~performance,~~upgrading ~~make~~our ~~operating~~global 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~~network 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~~continue 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,~~meeting ~~our~~customer ~~six reportable operating segments included the worldwide wholesale operations of the UGG brand, HOKA brand, Teva brand, Sanuk brand,~~ and ~~Other~~consumer ~~brands (primarily the AHNU brand and Koolaburra brand), and DTC~~demand. ~~Reportable operating segment results for all prior periods presented in this Annual Report have been recast to reflect the change in reportable operating segments.~~

AsReportable ~~discussed~~Operating ~~under~~Segments 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. Overview

~~Refer~~As toof ~~Note~~March 1231, ~~“Reportable Operating Segments~~2026,” of our ~~consolidated~~three ~~financial~~reportable ~~statements~~operating insegments ~~Part~~include IVthe ~~within~~worldwide ~~this~~operations ~~Annual~~of ~~Report~~the ~~for~~HOKA ~~further information on reportable operating segments.~~

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

WeHOKA ~~believe~~Brand. ~~demand~~The ~~for~~HOKA ~~UGG~~ brand ~~products~~is ~~will~~an ~~continue~~authentic topremium beline ~~driven~~of byyear-round ~~the~~performance ~~following:~~footwear, which offers

~~•Successful~~enhanced ~~acquisition~~cushioning ofand ainherent ~~diverse~~stability ~~global~~with ~~consumer~~minimal ~~base,~~weight. ~~and~~Originally indesigned ~~particular~~for ~~focusing on key markets~~ultra-runners, ~~through~~the ~~strategic~~brand ~~marketing~~now ~~activations and collaborations that resonate with a fashionable consumer.~~

~~•High~~appeals ~~consumer brand loyalty due~~ to ~~elevated~~world ~~brand~~champions, ~~experiences~~tastemakers, and ~~consistent~~everyday ~~delivery~~athletes. ofExpansion ~~crafted;~~into ~~purposefully~~additional ~~built~~product ~~and luxuriously comfortable footwear~~categories, ~~apparel, and accessories.~~

~~•Diversification~~elevated ofmarketing ~~our footwear product offerings~~campaigns, ~~such as our spring~~ and ~~summer~~investments ~~lines,~~in asbrand ~~well as expanded category offerings for Men’s products such as the slip-on shoe and sneaker category~~experiences, ~~and~~coupled ~~more~~with ~~iconic~~strategic ~~fashion~~marketplace ~~product~~presence ~~for our Classics line, including reimagining existing iconic styles into new categories.~~

~~•Thoughtful~~have ~~expansion~~fueled both domestic and international sales growth of ~~our~~the ~~apparel~~HOKA ~~and~~brand, ~~accessories~~which ~~businesses.~~has quickly become a leading

~~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.~~

34brand’s product line includes running, trail, hiking, fitness, and lifestyle footwear offerings, as well as apparel and

~~Table of Contents~~accessories.

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

•Leading performance product innovation, ~~category~~a ~~extensions,~~deep ~~and~~connection ~~key~~to ~~franchise~~culture ~~management, including higher frequency product drop rates~~ and ~~improving~~community, ~~accessibility~~category ~~to all athletes.~~

~~•Increased~~expansion ~~global~~into ~~brand~~apparel ~~awareness~~ and ~~new~~lifestyle, ~~consumer adoption through enhanced global marketing activations~~ and ~~online~~key ~~consumer~~franchise ~~acquisition~~management, including ~~building~~consumer aled ~~more diverse outdoor community through digital and in-person event sponsorship.~~

~~•Thoughtful~~product flow and strategic ~~distribution~~product ~~choices,~~lifecycle ~~allowing the HOKA brand access and introduction to a broader, more diverse, consumer base~~cadence.

•~~Category~~Increased ~~extensions~~global inbrand ~~authentic~~awareness ~~performance~~and ~~footwear~~new ~~offerings~~consumer ~~such~~adoption asthrough ~~lifestyle,~~enhanced ~~trail,~~global ~~and~~marketing ~~fitness categories.~~

~~Other~~activations ~~Brands. Other brands consist primarily of the Teva brand, AHNU brand,~~ and ~~Koolaburra~~online ~~brand.~~consumer ~~The Teva brand’s products are built for a range of outdoor pursuits and include a variety of footwear options~~acquisition, ~~from~~including ~~classic~~building 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~~connected ~~footwear~~ecosystem ~~brand~~through ~~that uses plush materials to target value-oriented consumers.~~

~~USE~~social OFmedia ~~NON~~platforms, e-~~GAAP~~commerce, ~~FINANCIAL~~and ~~MEASURES~~retail.

We•Thoughtful ~~disclose supplemental financial measures calculated~~ and ~~presented~~strategic indistribution ~~accordance with generally accepted accounting principles in the United States (US GAAP); however~~choices, ~~throughout~~allowing this Annual 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~~HOKA ofbrand ~~foreign~~access ~~currency exchange rate fluctuations that are not indicative of our core results of operations~~ and ~~are~~introduction ~~largely outside of our control. However, our non-GAAP financial measures are not intended~~ to ~~represent~~a ~~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~~broader, ~~such~~more ~~as total net sales using the foreign currency exchange rates that were in effect during the previous comparable period~~diverse, ~~excluding~~consumer ~~the effects of foreign currency exchange rate hedges and remeasurements in the consolidated financial statements~~base. 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~~•Strategic investment in scaling lifestyle footwear, apparel, and accessories.

AUGG ~~significant~~Brand. ~~part~~The ~~of the~~ UGG brand’s ~~business~~is ~~has~~one ~~historically been seasonal, with the highest percentage~~ of ~~net sales occurring in~~ the ~~third~~most ~~fiscal~~iconic ~~quarter,~~and ~~which~~recognized ~~has~~brands ~~contributed to variation~~ in ~~results~~our ~~of operations from quarter to quarter. However~~industry, ~~we have mitigated the impacts of seasonality by diversifying and expanding product offerings with additional year-round styles. In addition, as the HOKA brand’s net sales,~~ which ~~generally~~highlights ~~occur more evenly throughout the fiscal year, continue to increase as a percentage of~~ our ~~aggregate net sales, we expect to reduce the impacts of seasonality in future periods.~~

35successful track record of building niche brands into consumer-focused fashion lifestyle market leaders. Born on the

~~Table~~California ofcoast ~~Contents~~to warm surfers after they caught and rode the waves, we create iconic products and experiences

~~RESULTS~~that OFare ~~OPERATIONS~~made for people to feel comfort, softness, warmth, and confidence. With loyal consumers around the world,

~~Year~~Table ~~Ended March 31, 2025, Compared to Year Ended March 31, 2024. Results~~ of ~~operations were as follows:~~Contents 35

	Years Ended March 31,
	2025				2024				Change
	Amount		%		Amount		%		Amount		%
Net sales	$	4,985,612	100.0	%	$	4,287,763	100.0	%	$	697,849	16.3	%
Cost of sales	2,099,949		42.1		1,902,275		44.4		(197,674)		(10.4)
Gross profit	2,885,663		57.9		2,385,488		55.6		500,175		21.0
Selling, general, and administrative expenses	1,706,571		34.3		1,457,974		34.0		(248,597)		(17.1)
Income from operations	1,179,092		23.6		927,514		21.6		251,578		27.1
Total other income, net	(64,207)		(1.3)		(51,427)		(1.2)		12,780		24.9
Income before income taxes	1,243,299		24.9		978,941		22.8		264,358		27.0
Income tax expense	277,208		5.5		219,378		5.1		(57,830)		(26.4)
Net income	966,091		19.4		759,563		17.7		206,528		27.2
Total other comprehensive income (loss), net of tax	1,079		—		(11,698)		(0.3)		12,777		109.2
Comprehensive income	$	967,170	19.4	%	$	747,865	17.4	%	$	219,305	29.3	%
Net income per share
Basic	$	6.36			$	4.89			$	1.47	30.1	%
Diluted	$	6.33			$	4.86			$	1.47	30.2	%

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

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

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

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

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

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

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

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

•Diversification of our footwear product offerings, such as our spring and summer lines, as well as

expanded category offerings for Men’s products such as the slip-on shoe and sneaker category,

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

into new categories.

•Continued expansion of our apparel and accessories businesses.

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

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

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

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

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

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

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

Use of Non-GAAP Financial Measures

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

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

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

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

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

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

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

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

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

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

Filing Compare · DECKERS OUTDOOR CORP