SHOO Steven Madden, Ltd. - 10-K

ITEM 1A. RISK FACTORS

You should carefully consider the risks and uncertainties we describe below as well as all other information contained in this Annual Report on Form 10-K before making any investment decisions. The risks and uncertainties included here are not exhaustive. Other sections within this report discuss additional factors that could adversely affect our business. Our industry is highly competitive and constantly evolving, and we may face additional risks that are presently unknown, deemed immaterial, or unforeseen. If any of these risks and uncertainties were to materialize, our business, financial condition, results of operations, and liquidity could be materially and adversely affected.

INDUSTRY RISKS

The fashion footwear, accessories, and apparel industry is subject to rapid changes in consumer preferences. If we do not accurately anticipate fashion trends and promptly respond to consumer demand, we could lose sales, our relationships with customers could be harmed, and our brand loyalty could be diminished.

The strength of our brands and our success depends in large part, upon our ability to anticipate and promptly respond to product and fashion trends, as well as to anticipate, gauge, and react to changing consumer demands in a timely manner. There can be no assurance that our products will correspond to the changes in taste and demand or that we will be able to successfully advertise and market products that respond to trends and customer preferences. If we misjudge the market for our products, we may be faced with significant excess inventories for some products and missed opportunities as to others. In addition, misjudgments in merchandise selection could adversely affect our brand image with our customers, resulting in lower sales and increased markdown allowances for customers, which could have a material adverse effect on our business, financial condition, results of operations, and liquidity.

We face intense competition from both established companies and newer entrants into the market. Our failure to compete effectively could cause our market share to decline, which could harm our reputation and have a material adverse impact on our financial condition, results of operations, and liquidity.

The fashion footwear, accessories, and apparel industry is highly competitive and barriers to entry are low. Our competitors include specialty companies as well as companies with diversified product lines. Market growth in the sales of fashion footwear, accessories, and apparel has encouraged the entry of many new competitors and increased competition from established companies. Many of these competitors may have significantly greater financial and other resources than we do, and there can be no assurance that we will be able to compete successfully with other fashion footwear, accessories, and apparel companies. Increased competition could result in pricing pressures, increased marketing expenditures, and loss of market share and could have a material adverse effect on our business, financial condition, results of operations, and liquidity.

If we and the retailers that are our customers are unable to adapt to recent and anticipated changes in the retail industry, the sales of our products may decline, which could have a material adverse effect on our financial condition, results of operations, and liquidity.

In recent years, the retail industry has experienced consolidation and other ownership changes. In the future, retailers in the United States and in foreign markets may further consolidate, undergo restructurings or reorganizations, or realign their affiliations, any of which could decrease the number of stores that carry our products, or increase the ownership concentration within the retail industry. Changing shopping patterns, including the rapid expansion of online retail shopping, have adversely affected customer traffic in mall and outlet centers, particularly in North America. We expect competition in the e-commerce market will continue to intensify. As a greater portion of consumer expenditures with retailers occurs online and through mobile commerce applications, our wholesale customers who fail to successfully integrate their physical retail stores, and digital channels may experience financial difficulties, including store closures, bankruptcies, or liquidations. A continuation or worsening of these trends could cause financial difficulties for one or more of our major customers, which, in turn, could substantially increase our credit risk and have a material adverse effect on our results of operations, financial condition, and cash flows. We have little or no control over how our customers will respond to the challenges posed by these changes in the retail industry. Our success will be determined, in part, on our and our customers’ ability to manage the impact of the rapidly changing retail environment and identify and capitalize on retail trends, including technology, e-commerce, artificial intelligence, and other process efficiencies, or advanced technologies that will better service our customers. If we and our customers fail to compete successfully, our businesses, market share, results of operations, and financial condition could be materially and adversely affected.

RISKS RELATING TO OUR COMPANY

The loss of Steve Madden, our Founder and Creative and Design Chief, or members of our executive management team could have a material adverse effect on our business.

The growth and success of our Company since its inception more than a quarter century ago is attributable, to a significant degree, to the talents, skills, and efforts of our Founder and Creative and Design Chief, Steven Madden. An extended or permanent loss of the services of Mr. Madden could severely disrupt our business and have a material adverse effect on our Company. We also depend on the contributions of the members of our senior management team. Our senior executives have substantial experience and expertise in our business and industry and have made significant contributions to our growth and success. Competition for executive talent in the fashion footwear, accessories, and apparel industries is intense. While our employment agreements with Mr. Madden and our senior executives include a non-compete provision in the event of the termination of employment, the non-compete periods are of limited duration and scope and the enforceability of such non-compete provisions are subject to existing and future laws. Although we believe we have depth within our senior management team, if we were to lose the services of Mr. Madden or any of our senior executives, and especially if any of these individuals were to join a competitor or form a competing company, our business and financial performance could be seriously harmed. A loss of the skills, industry knowledge, contacts, and expertise of Mr. Madden or any of our senior executives could cause a setback to our operating plan and strategy.

If we are not successful in implementing our growth strategy or integrating acquired businesses, we may not be able to take advantage of certain market opportunities and may become less competitive.

Our business has grown organically and as a result of business acquisitions. In order to gain from our acquisitions, we must be effective in integrating the businesses acquired into our overall operations. Further, the expansion of our operations has increased and will continue to increase the demand on our managerial, operational, and administrative resources. In recent years, we have invested significant resources in, among other things, our management information systems and hiring and training of new personnel. However, in order to manage currently anticipated levels of future demand, we may be required to, among other things, expand our distribution facilities, establish relationships with new manufacturers to produce our products and continue to expand and improve our financial, management, and operating systems. We may experience difficulty integrating acquired businesses into our operations and may not achieve anticipated synergies from such integration. There can be no assurance that we will be able to manage future growth effectively and a failure to do so could have a material adverse effect on our business, financial condition, results of operations, and liquidity.

If one or more of our significant customers were to reduce or stop purchases of our products, our sales and profits could decline.

The retailers that are our customers consist principally of department stores, mass merchants, off-price retailers, shoe chains, online retailers, national chains, specialty retailers, independent stores, and clubs. Certain of our department store customers, including some under common ownership, account for significant portions of our wholesale business. We generally enter into a number of purchase order commitments with our customers for each of our lines every season and do not enter into long-term agreements with any of our customers. Therefore, a decision by a significant customer, whether motivated by competitive conditions, financial difficulties, or otherwise, to decrease the amount of merchandise purchased from us or to change its manner of doing business could have a material adverse effect on our business, financial condition, results of operations, and liquidity.

Our financial results are subject to quarterly fluctuations.

Our results of operations may fluctuate from quarter to quarter and are affected by a variety of factors, including:

• weather conditions;

• the timing of holidays;

• the timing of larger shipments of products;

• market acceptance of our products;

• pricing, presentation and promotional strategies of the products offered;

• fluctuations in personnel needs and operating costs;

• inventory management, including potential write-downs for obsolescence;

• the cost of materials;

• the product mix between wholesale, retail, and licensing businesses; and

• external conditions, such as health pandemics, general macroeconomic trends, consumer confidence, and competitor actions.

In addition, we expect that our sales and operating results may be significantly impacted by the opening of new retail stores, and the introduction of new products. Accordingly, the results of operations in any quarter will not necessarily be indicative of the results that may be achieved for a full fiscal year or any future quarter.

Extreme or unseasonable weather conditions in locations where we or our customers and suppliers are located could adversely affect our business.

Our corporate headquarters and principal operational locations, including retail, distribution, and warehousing facilities, may be subject to natural disasters and other severe weather, geological events, and climate-change related risks (including resource scarcity, rationing or unexpected costs from increases in fuel or raw material prices that may be caused by severe weather conditions) that could disrupt our operations. The occurrence of such natural events may result in sudden disruptions in business conditions of the local economies affected, as well as of the regional and global economies. Such disruptions may result in decreased demand for our products and disruptions in our management functions, sales channels and manufacturing and distribution networks, which could have a material adverse effect on our business, financial condition, and results of operations. Extreme weather events and changes in weather patterns can also influence customer trends and shopping habits. Extended periods of unseasonably warm temperatures during the winter season or cool weather during the summer season may diminish demand for our seasonal merchandise. Heavy snowfall, hurricanes, or other severe weather events where our retail stores and the retail stores of our wholesale customers are located may decrease customer traffic in those stores and reduce our sales and profitability. There is growing concern that climate change may increase both the frequency and severity of extreme weather conditions and natural disasters. Any of these events could result in decreased demand for our products and disruptions in our sales channels and manufacturing and distribution networks, which could have a material adverse effect on our business, financial condition, and results of operations.

We sell products to most of our wholesale customers on credit, subject to customary trade payment terms, and their failure to pay for products shipped to them could adversely affect our financial results.

We extend credit to our wholesale customers based on an evaluation of each customer's financial condition, usually without collateral. Various retailers, including some of our customers, have experienced financial difficulties, which has increased the risk of extending credit to such retailers. Even though we seek to mitigate the risks of extending credit by factoring most of our accounts receivable and obtaining letters of credit, or credit insurance for others, if any of our customers were to experience a shortage of liquidity, the risk that the customer's outstanding payables to us not being paid could cause us to curtail business with the customer, or otherwise increase our exposure to credit risk relating to the customer's accounts payable.

Our stock price may fluctuate substantially if our operating results are inconsistent with our forecasts or those of analysts who follow us.

One of our primary business objectives is to maximize the long-term strength, growth, and profitability of our Company, rather than to achieve an earnings target in any particular fiscal quarter. We believe that this longer-term goal is in our best interests and those of our stockholders. The trading price of our common stock periodically may rise or fall based on the accuracy of forecasts of our future performance. Our actual results may differ from our forecasts as the guidance is based on assumptions and expectations that may or may not come to pass. As such, we assume no responsibility to update any of our forward-looking statements at such times or otherwise. If and when we announce actual results that differ from our forecast and guidance, the market price of our common stock could be adversely affected. Investors who rely on these forecasts in making investment decisions with respect to our common stock do so at their own risk. We take no responsibility for any losses suffered as a result of changes in the price of our common stock.

In addition, outside securities analysts may follow our financial results and issue reports that discuss our historical financial results and their predictions of our future performance. These analysts' predictions are based upon their own opinions and could be different from our own forecasts. Our stock price could decline if our results are below the estimates or expectations of these outside analysts.

Failure to successfully integrate the business and operations of Kurt Geiger could adversely affect our business, financial condition, results of operations, and future growth prospects.

On May 6, 2025, we completed our acquisition of Mercury Acquisitions Topco Limited, which is the ultimate parent company of the Kurt Geiger business (“Kurt Geiger”). Kurt Geiger is a designer and retailer of branded fashion footwear, handbags, and accessories with a presence in the United Kingdom and other international markets. Kurt Geiger is subject to

complex and evolving legal, regulatory, tax, privacy, labor, and compliance regimes in the United Kingdom and other jurisdictions. Any failure to comply with these requirements or changes to applicable laws could result in increased compliance costs, legal exposure, or operational disruptions.

The success of this acquisition depends on our ability to integrate Kurt Geiger effectively into our existing business operations, and we may encounter significant challenges in doing so. Integrating the operations, systems, processes, and personnel of Kurt Geiger with our own, as well as ensuring compliance with applicable laws and regulations (including Section 404 of the Sarbanes-Oxley Act) in the U.S., UK, and other jurisdictions requires substantial management time and attention and may divert resources from other priorities and initiatives. The integration process involves complex operational, technological, and cultural challenges and could be more costly or time-consuming than anticipated.

There can be no assurance that we will be able to successfully integrate Kurt Geiger’s operations or achieve the expected strategic, operational, or financial benefits of the acquisition on the anticipated timeline, or at all, due to unforeseen integration challenges or market conditions. Failure to do so could result in lost revenue opportunities, unexpected operating costs, diminished profitability, and impairment of goodwill or other intangible assets recognized in connection with the acquisition. In addition, unsuccessful integration could adversely affect our business, reputation, or future growth prospects.

We have incurred indebtedness in connection with our acquisition of Kurt Geiger, which could limit our operational and financial flexibility, expose us to interest rate risk, and adversely affect our business, financial condition, and results of operations.

In connection with the financing of our acquisition of Kurt Geiger, we entered into a senior secured credit facility effective May 6, 2025, consisting of a $300,000 term loan and a $250,000 revolving credit facility. As of December 31, 2025, we had outstanding borrowings of $240,000 under the term loan and no borrowings under the revolving credit facility. Prior to this acquisition, we had no amounts outstanding under our previous revolving credit facility and operated with a comparatively lower level of financial leverage.

Our increased debt levels require us to dedicate a portion of our cash flow to the repayment of principal and interest, which reduces funds available for working capital, capital expenditures, share repurchases, dividends, acquisitions, and other general corporate purposes. In addition, these credit facilities bear interest at variable rates that are subject to market fluctuations. An increase in interest rates would increase our interest exposure and reduce our net income and cash flow.

Our credit agreement also includes covenants that impose certain operating and financial restrictions. Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could permit acceleration of the outstanding debt and enforcement of security interests in our assets. As of December 31, 2025, we were in compliance with all financial and non-financial covenants under our credit agreement.

We have recorded goodwill and identifiable intangible assets in connection with our acquisition of Kurt Geiger, which could become impaired and adversely affect our financial results.

As part of our preliminary purchase price allocation in connection with the acquisition of Kurt Geiger, we recorded over $240,000 in goodwill and identifiable intangible assets on our Consolidated Balance Sheet. Under U.S. GAAP, we are required to test goodwill and indefinite-lived intangible assets at least annually for impairment, or more frequently if events or changes in circumstances indicate that they may be impaired. Intangible assets with finite lives are amortized over their useful lives and are subject to impairment testing if there are indicators of impairment.

Adverse changes in our business, the markets in which we operate, consumer demand, foreign currency exchange rates, competitive dynamics, macroeconomic conditions, or our failure to successfully integrate or achieve anticipated financial results for Kurt Geiger could result in the carrying amount of goodwill or other intangible assets exceeding their fair value. This would require us to recognize impairment charges, which could be material and which could adversely affect our results of operations and financial condition.

Any of these risks could have a material adverse effect on our business, financial condition, results of operations, or future growth prospects.

FOREIGN SOURCING RISKS

Disruptions to our product delivery systems and failure to effectively manage inventory based on business trends across various distribution channels could have a material adverse effect on our business, financial condition, results of operations, and liquidity.

Our products are manufactured overseas and most of our products are shipped via ocean freight carriers. The trend-focused nature of the fashion industry and the rapid changes in customer preferences leave us vulnerable to the risk of inventory obsolescence. Our reliance upon ocean freight transportation for the delivery of our inventory exposes us to various inherent risks, including those stemming from port congestion, port worker strikes, severe weather conditions, natural disasters, and terrorism, any of which could result in delivery delays and inefficiencies, increase our costs, and disrupt our business.

Any severe and prolonged disruption to ocean freight transportation could force us to rely on alternate and more expensive transportation methods. Efficient and timely inventory deliveries and proper inventory management are important factors in our operations. Inventory shortages can adversely affect the timing of shipments to customers and diminish sales and brand loyalty. Conversely, excess inventories can result in lower gross profit due to the increased discounts and markdowns that may be necessary to reduce high inventory levels. Severe and extended delays in the delivery of our inventory or our inability to effectively manage our inventory could have a material adverse effect on our business, financial condition, results of operations, and liquidity.

Inflationary pressures have also contributed to higher freight costs, which negatively affected our gross margin and profitability in previous years, and may have a negative effect on our future operating results and profitability.

Our reliance on foreign manufacturers to provide materials, or produce our goods in a timely manner, or to meet our quality standards could cause problems if we experience a supply chain disruption and we are unable to secure an alternative source of raw materials or end products.

We do not own or operate any foreign manufacturing facilities and are therefore dependent upon third parties to manufacture all of our products. In 2025, 56.1% of our total purchases were manufactured in China and 24.6% in Cambodia. We also do not have long-term manufacturing or supply contracts with any of our suppliers or manufacturers for the production and supply of our raw materials and products, and we compete with other companies for raw materials and production capacity. The risks inherent in relying on foreign manufacturing include changes in the U.S. and international trade policies, work stoppages, transportation delays, public health emergencies, social unrest, changes in local economic and political conditions, and broader geopolitical instability.

We have experienced, and may in the future experience, significant disruptions in the supply of raw materials and products and may be unable to secure alternative suppliers of comparable quality at an acceptable price, or at all. In addition, if we experience a sudden increase in demand, or need to replace an existing supplier or manufacturer, we may be unable to locate additional suppliers of raw materials or additional manufacturing capacity on terms that are acceptable to us, or at all, or we may be unable to locate any supplier or manufacturer with sufficient capacity to meet our requirements or fill our orders in a timely manner. Selecting and transitioning to a new supplier is a complex process that requires evaluations of quality control, responsiveness, and service, financial stability, and ethical labor practices. Even if we successfully transition to a new supplier, we may still encounter production delays and increased costs as a result of the training and onboarding process.

Our supply of raw materials or finished products could be disrupted or delayed by health pandemics and government-imposed restrictions, such as border closures, shipment restrictions, and travel bans. Further delays could also arise if new suppliers are located farther from our core markets or other key participants in our supply chain. Our supply chain has been and may also be affected in the future by trade policy changes and tariffs imposed by the U.S. or other federal governments, which is described further below. Any delays, interruption, or increased costs in the supply of raw materials or production of our products could adversely affect our ability to meet customer demand and have a material negative effect on our business, financial condition, results of operations, and liquidity.

Changes in trade policies, tariffs, retaliatory trade actions taken by other countries, and resulting trade wars have had, and may continue to have, a material adverse impact on our business, results of operations, and financial condition.

Our operations rely on the global sourcing, manufacturing, and sale of products, and our supply chain is subject to risks inherent in international trade. These risks include changes in trade policies, increases in import duties, anti-dumping measures, quotas, safeguard measures, trade restrictions, restrictions on fund transfers, currency fluctuations, and geopolitical factors such as political instability or trade disputes. Any of these factors could disrupt our supply chain or increase our costs.

In 2025, the United States government announced the imposition of additional tariffs and reciprocal tariffs on a broad range of goods imported into the United States. In response, multiple countries implemented retaliatory tariffs and other trade actions, which prompted further increases in reciprocal tariffs by the United States. The United States accounted for approximately 66.2% of our global sales in fiscal year 2025, and a substantial portion of our products imported into the United States are sourced from China, Cambodia, Vietnam, and other countries that have been impacted, or may be impacted, by these trade actions.

The enactment of tariffs and the uncertainty surrounding their scope, duration, and applicable rates have materially increased, and may continue to materially increase our product costs and negatively impact our gross margins. Tariffs have resulted in, and may continue to result in, higher pricing for our products, reduced consumer demand, and order cancellations, which could adversely affect our sales volumes and profitability. We have taken, and continue to evaluate, actions intended to mitigate the impact of tariffs, including diversifying our sourcing footprint, negotiating with suppliers, and adjusting pricing strategies. However, there can be no assurance that these measures will be successful or that they will fully offset the effects of current or future tariffs.

Further, on February 20, 2026, the U.S. Supreme Court struck down certain tariffs imposed under the International Emergency Economic Powers Act (IEEPA). Following the Supreme Court decision, the U.S. Administration announced a new 10% global tariff under Section 122 of the Trade Act of 1974, subject to certain carve outs. It is unclear at this time what impact this decision will have on our future financial results, including whether we will be able to obtain refunds of amounts previously paid for the IEEPA tariffs or any fluctuations of the level of replacement tariffs imposed or the addition of any new tariffs through other means.

Additionally, changes in laws or policies governing international trade, including increased tariffs or other restrictions on imports from countries where we manufacture products, such as China, Cambodia, and Vietnam, could adversely affect our business. For example, in recent years, the United States and China have imposed new tariffs on each other covering certain product categories, including footwear, accessories, and apparel. Given the uncertainty regarding the potential expansion, modification, or continuation of existing tariffs, as well as the possibility of additional retaliatory trade actions, the ultimate impact on our business, results of operations, cash flows, and financial condition remains uncertain and could be material. We cannot predict whether, or to what extent, changes to international trade agreements or policies will occur, or whether we will be able to offset any resulting increases in costs or loss of revenue.

If our manufacturers, the manufacturers used by our licensees, or our licensees themselves fail to use acceptable labor practices or to otherwise comply with local laws and other standards, our business reputation could suffer.

Our products and our licensees’ products are manufactured by numerous independent manufacturers outside of the United States. We impose, and require our licensees to impose, on these manufacturers, environmental, health and safety standards for the benefit of their labor force. In addition, we require these manufacturers to comply with applicable standards for product safety. However, we do not control our independent manufacturers, or licensing partners, or their labor, product safety, and other business practices. From time to time, our independent manufacturers may not comply with such standards or applicable local law or our licensees may not require their manufacturers to comply with such standards or applicable local law. The violation of such standards and laws by one of our independent manufacturers or by one of our licensing partners, or the divergence of a manufacturer's or a licensing partner's labor practices from those generally accepted as ethical in the United States, the United Kingdom, Europe and any other country where we operate, could harm our reputation, result in product recalls or require us to curtail our relationship with and locate a replacement for such manufacturer or licensee. We could also be the focus of adverse publicity and our reputation could be damaged. Any of these events could have a material adverse effect on our business, financial condition, results of operations, and liquidity.

GLOBAL BUSINESS RISKS

Geopolitical tensions in the regions in which we operate and any related challenging macroeconomic conditions globally may materially and adversely affect our customers, vendors, and partners, and the duration and extent to which these factors may impact our future business and operations, results of operations, and financial condition remains uncertain.

The Hamas-Israel and Russia-Ukraine conflicts, or other areas of geopolitical tension around the world, or any worsening or spread of those conflicts or geopolitical tensions, and any related challenging macroeconomic conditions globally, could decrease the spending of our existing and potential new customers, adversely affect demand for our products, cause one or more of our customers, vendors, or partners to file for bankruptcy protection or go out of business, disrupt supply chains on which we rely, impact expected spending and pricing levels from existing and potential new customers, and negatively impact collections of accounts receivable, all of which could adversely affect our business, results of operations and financial condition.

Any of the negative impacts of the Hamas-Israel and Russia-Ukraine conflicts, other areas of geopolitical tension around the world, or any worsening of those conflicts or geopolitical tensions, and any related challenging macroeconomic conditions, may have a material adverse effect on our business and operations, results of operations, financial condition and cash flows. Any of these negative impacts, alone or in combination with others, also could exacerbate many of the other risk factors discussed in this report. The full extent to which these factors will negatively affect our business and operations, results of operations, financial condition and cash flows will depend on future developments that are highly uncertain and cannot be predicted, including the scope, severity and duration of the Hamas-Israel and Russia-Ukraine conflicts, other areas of geopolitical tension around the world and any economic downturns and the actions taken by governmental authorities and other third parties in response.

Our global operations expose us to a variety of legal, regulatory, political, and economic risks that may adversely impact our results of operations in certain regions.

As a result of our international operations, we are subject to risks associated with our operations in international markets as a result of a number of factors, many of which are beyond our control. These risks include, among other things:

• the challenge of managing broadly dispersed foreign operations;

• inflationary pressures and economic changes or volatility in foreign economies;

• the burdens of complying with the laws and regulations of both United States and foreign jurisdictions;

• additional or increased customs duties, tariffs, taxes, and other charges on imports or exports;

• political corruption or instability;

• geopolitical regional conflicts, terrorist activity, political unrest, civil strife, and acts of war;

• local business practices that do not conform to United States legal or ethical guidelines;

• anti-American sentiment in foreign countries in which we operate;

• delays in receipts of our products at our distribution centers due to labor unrest, increasing security requirements, or other factors at United States or foreign ports;

• significant fluctuations in the value of the dollar against foreign currencies;

• increased difficulty in protecting our intellectual property in foreign jurisdictions;

• restrictions on the transfer of funds between the United States and foreign nations; and

• natural disasters or health epidemics in areas in which our businesses, customers, suppliers, and licensees are located.

All of these factors could disrupt our operations or limit the countries in which we sell or source our products, significantly increase the cost of operating in or obtaining materials originating from certain countries, result in decreased revenues, and materially and adversely affect our product sales, financial condition, and results of operations.

We are subject to the United States Foreign Corrupt Practices Act, which prohibits the payment of bribes to foreign officials to assist in obtaining or retaining business. We are also subject to anti-corruption laws of the foreign countries in which we operate. Although we have implemented policies and procedures that are designed to promote compliance with such laws, our employees, contractors, and agents may take actions that violate our policies and procedures. Any such violation could result in sanctions or other penalties against us and have an adverse effect on our business, reputation, and operating results.

Our business is exposed to foreign exchange rate fluctuations.

We make most of our purchases in U.S. dollars. However, we source substantially all of our products overseas, and as such, the cost of these products may be affected by changes in the value of the relevant currencies against the U.S. dollar. Changes in currency exchange rates may also affect the relative prices at which we and our foreign competitors sell products in the same market. We use forward foreign exchange contracts to hedge material exposures to adverse changes in foreign exchange rates. However, no hedging strategy can completely insulate us from foreign exchange risk. We are also exposed to gains and losses resulting from the effect that fluctuations in foreign currency exchange rates have on the reported results in our financial statements due to the translation of the operating results and financial position of our foreign subsidiaries. There can be no assurance that foreign currency fluctuations will not have a material adverse effect on our business, financial condition, results of operations, and liquidity. See Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” for additional information regarding our foreign exchange risk.

INFORMATION TECHNOLOGY RISKS

Disruption of our information technology systems or e-commerce platforms could have a material and adverse impact on our financial results and brand equity.

We are heavily dependent on information technology systems to manage all aspects of our global business, including transaction processing, inventory management, and financial reporting. Our e-commerce platforms are critical to our direct-to-consumer strategy. Given the high volume of transactions we process annually, any prolonged system instability or failure could lead to significant revenue loss.

We rely on a combination of in-house IT infrastructure and third-party "cloud" service providers to host and upgrade our systems. Our infrastructure remains vulnerable to damage from cyber-attacks, power outages, and integration challenges associated with business acquisitions. Any such disruption could result in:

• the loss of critical business data or intellectual property;

• unanticipated capital expenditures to remediate and harden infrastructure; or

• an inability to fulfill customer orders, leading to inventory imbalances and lost sales.

While we maintain disaster recovery protocols and cybersecurity insurance, these measures may not be adequate to cover the full extent of a catastrophic loss or business interruption.

Our business could be adversely affected by data security breaches or privacy failures involving our systems or those of our third-party partners.

As a routine part of our business, we collect and retain sensitive information, including personally identifiable information of customers and employees. Despite our security measures, we and our service providers face ongoing threats from sophisticated actors employing ransomware, social engineering, and advanced persistent threats.

As the media and regulatory scrutiny of data privacy intensifies, any actual or perceived breach could result in a material loss of consumer trust. Beyond reputational damage, a compromise of our systems could subject us to:

• substantial forensic, legal, and notification costs;

• class-action litigation and significant statutory liabilities;

• regulatory enforcement under increasingly rigorous standards, including the GDPR, CCPA/CPRA, and the NY SHIELD Act.

Our compliance with these evolving global privacy laws is costly and requires ongoing operational adjustments. While we have not experienced a material security breach in the last three years, the frequency and sophistication of global cyber-threats continue to increase.

Risks related to the deployment of artificial intelligence and machine learning could adversely impact our operations and financial condition.

We are increasingly integrating artificial intelligence (“AI”) and machine learning across our enterprise, including for inventory forecasting, digital marketing, and pricing optimization. While these technologies are intended to drive efficiency, they introduce unique risks:

• Data Integrity: AI outputs are only as reliable as the underlying data. Inaccurate or biased data sets could lead to suboptimal business decisions, such as inventory stockouts or inaccurate demand forecasting, materially impacting our gross margins.

• Third-Party Dependency: We rely on external AI platforms and tools. Security vulnerability or service interruption at these providers could compromise our operational continuity.

• Regulatory Uncertainty: The global regulatory landscape for AI is rapidly evolving. New transparency or "explainability" requirements may necessitate significant diversion of resources or restrictions on our current use of these technologies.

• Competitive Pressure: Failure to effectively integrate AI at the same pace as our competitors could result in a loss of market share and diminished operational responsiveness.

There can be no assurance that our investment in AI will yield the expected returns on investment. Given the rapid pace of technological change, the impact of these risks on our cash flows and results of operations is uncertain and could be material.

INTELLECTUAL PROPERTY RISKS

Failure to adequately protect our trademarks and intellectual property rights, to prevent counterfeiting of our products, or to defend claims against us related to our trademarks and intellectual property rights could reduce sales and adversely affect the value of our brands.

We believe that our trademarks and other proprietary rights are of major significance to our success and our competitive position, and we consider some of our trademarks, such as Steve Madden, to be integral to our business and among our most valuable assets. Accordingly, we devote substantial resources to the establishment and protection of our trademarks on a worldwide basis. Nevertheless, policing unauthorized use of our intellectual property is difficult, expensive, and time consuming. There can be no assurance that the actions we take to establish and protect our trademarks and other proprietary rights will be adequate to prevent imitation of our products by others and to prevent others from seeking to block sales of our products on the basis that our products violate the trademarks or other proprietary rights of others. Moreover, no assurance can be given that others will not assert rights in, or ownership of, trademarks and other proprietary rights of ours or that we will be able to successfully resolve such conflicts. We could incur substantial costs in legal actions relating to our use of intellectual property or the use of our intellectual property by others. In addition, the laws of certain foreign countries may not protect proprietary rights to the same extent as do the laws of the United States. Our failure to establish and protect such proprietary rights from unlawful and improper use could have a material adverse effect on our business, financial condition, results of operations, and liquidity.

A portion of our revenue is dependent on licensing our trademarks. The actions of our licensees could diminish our brand integrity and adversely affect our revenue and results of operations.

We license to others the rights to produce and market certain products that are sold under our trademarks. Although we retain significant control over our licensees’ products and advertising, our licensees have operational and financial control over their businesses. If the quality, image, or distribution of our licensed products diminish, customer acceptance of and demand for our brands and products could decline. This could materially and adversely affect our business and results of operations. A decrease in customer demand for any of these product lines could have an adverse effect on our results of operations and financial condition. Furthermore, if we are unable to engage an adequate replacement for a terminated licensee or to engage such a replacement for an extended period, our revenues and results of operations could be adversely affected.

GENERAL RISK FACTORS

Changes in economic conditions may adversely affect our financial condition, results of operations, and liquidity.

Our opportunities for long-term growth and profitability are accompanied by significant challenges and risks, particularly in the near term. Specifically, our business is dependent on consumer demand for our products and the purchase of our products by consumers is largely discretionary. Consumer confidence and discretionary spending has been and in the future could be adversely affected in response to financial market volatility, negative financial news, inflationary pressures, changes in interest rates, changing conditions within the real estate and mortgage markets, declines in income or asset values, and other economic factors. A downturn in macroeconomic conditions leading to a reduction in consumer confidence and discretionary spending could have an adverse impact on our financial condition, results of operations, and liquidity.

Litigation or other legal proceedings could divert management resources and result in costs that adversely affect our operating results from quarter to quarter.

From time to time, we are involved in various claims, lawsuits, regulatory proceedings, and governmental investigations that arise in the ordinary course of business. Due to the inherent uncertainty of legal proceedings, we cannot predict the ultimate outcome of any such matters with accuracy. An unfavorable outcome in one or more of these proceedings could have an adverse impact on our business, financial condition, and results of operations, and the insurance coverage we maintain may be insufficient to fully cover any resulting losses or liabilities. In addition, any significant litigation, investigations, or regulatory proceedings – even without merit – could divert management attention and financial resources away from core business operations, potentially affecting our ability to execute strategic initiatives. These matters could also result in reputational harm, regulatory penalties, or compliance costs, further impacting our financial performance. For additional information regarding legal proceedings in which we are involved, see Item 3. “Legal Proceedings.”

We may be subject to additional tax liabilities as a result of audits by various taxing authorities.

We are subject to complex and evolving tax laws and regulations across multiple jurisdictions as a result of our global presence and international operations. Significant judgment and specialized expertise are required to evaluate and estimate our worldwide provision for income taxes. We are regularly subject to tax audits and examinations by authorities in the jurisdictions where we operate, and any of these jurisdictions could assess additional taxes, penalties, or interest as a result of an audit. The final determination of any audit, or related litigation, may differ from our estimates, historical tax provisions, or accruals. The outcome of any audit or related litigation could have a material adverse effect on our operating results or cash flows in the affected periods and may require us to restate prior financial reports. In addition, future earnings may be adversely impacted by litigation costs, settlement payments, or penalties and interest resulting from adverse tax assessments.

Changes in tax laws could have an adverse effect on our financial results.

We are subject to income taxation in multiple jurisdictions within the United States and abroad, where tax laws and regulations are complex, frequently evolving, and subject to varying interpretations. Changes in legislation, tax rates, enforcement practices, or judicial rulings in these jurisdictions could increase our tax liabilities and adversely affect our after-tax profitability. Adjustments to the incremental provisional tax expense may be required in future periods due to various factors, such as changes in the interpretation of the United States tax code or related tax accounting guidance, revisions to assumptions used in tax estimates, new regulatory guidance issued regarding U.S. tax law revisions, and state and local tax implications that differ from initial expectations.

Additionally, foreign tax authorities may introduce new tax laws, adjust existing regulations, or adopt unpredictable enforcement measures, which could further impact our tax liabilities. Increases in applicable tax rates, the implementation of new taxes, and changes in applicable tax laws or their interpretation in jurisdictions where we operate could reduce our after-tax income and have an adverse effect on our results of operations.

Any failure to maintain effective internal control over our financial reporting could materially and adversely affect us.

Section 404 of the Sarbanes-Oxley Act of 2002 requires us to include in our Annual Report on Form 10-K an assessment by management of the effectiveness of our internal control over financial reporting. Compliance with Section 404 of the Sarbanes-Oxley Act of 2002 requires ongoing evaluation and testing of our financial systems and processes to allow both management and our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting. Maintaining compliance may require substantial costs and significant management effort.

In 2025, we completed the acquisition of Kurt Geiger. As permitted under applicable SEC and Public Company Accounting Oversight Board (“PCAOB”) guidance, the internal control over financial reporting of newly acquired businesses may be excluded from management’s assessment of internal control over financial reporting for a period of up to one year following the acquisition date. During this integration period, we are dedicating resources to integrating Kurt Geiger’s financial reporting systems, processes, and internal controls into our internal control framework. However, until such integration is complete and the acquired business is fully subject to our internal control environment, we may face additional risks associated with integrating and maintaining effective internal controls over financial reporting.

If we fail to maintain effective internal controls, our auditors may determine that a significant deficiency or material weakness exists in our internal controls over financial reporting. Such a determination could undermine investor confidence in the reliability of our financial statements, require us to restate our quarterly or annual financial statements, or negatively impact the market price of our common stock.

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 in conjunction with our audited consolidated financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K.

Business Overview

($ in thousands, except for store count and per share data)

Steven Madden, Ltd. and its subsidiaries design, source, and market fashion-forward branded and private label footwear, accessories, and apparel. We distribute our products through the wholesale channel to department stores, mass merchants, off-price retailers, shoe chains, online retailers, national chains, specialty retailers, independent stores, and clubs throughout the United States, the United Kingdom, Europe, Canada, and Mexico. Additionally, we operate in other international markets through our joint ventures in South Africa, the Middle East, Israel, Australia, various countries in Europe, Latin America, and certain countries in Asia, and through special distribution arrangements in various European countries, North Africa, South and Central America, and various countries within the Asia-Pacific region. We also distribute our products through our direct-to-consumer channel, which includes company-operated retail stores, third-party concessions in international markets, and e-commerce platforms, in the United States, the United Kingdom, Europe, Canada, Mexico, South Africa, the Middle East, Israel, Latin America, and the Asia-Pacific region.

Our product offerings include a diverse range of contemporary styles, designed to establish or capitalize on market trends, complemented by core product offerings. We are recognized for our design creativity and ability to deliver trend-right products with high quality at accessible price points, efficiently and with speed-to-market.

The Company’s reportable operating segments consist of the following:

• Wholesale Footwear. This segment designs, sources, and markets our brands and sells our products, consisting of footwear, to department stores, mass merchants, off-price retailers, shoe chains, online retailers, national chains, specialty retailers, independent stores, and clubs throughout the United States, the United Kingdom, Europe, Canada, Mexico, and through our joint ventures and international distributor network.

• Wholesale Accessories/Apparel. This segment designs, sources, and markets our brands and sells our products, primarily consisting of handbags and apparel, to department stores, mass merchants, off-price retailers, online retailers, specialty retailers, independent stores, and clubs throughout the United States, the United Kingdom, Europe, Canada, Mexico, and through our joint ventures and international distributor network.

• Direct-to-Consumer. This segment engages in the sale of footwear, handbags, apparel, and other accessories through Steve Madden, Kurt Geiger London, Dolce Vita, and Carvela full-price retail stores, Steve Madden, Kurt Geiger London, and Carvela outlet stores, directly-operated e-commerce platforms, directly-operated concessions in international markets, and also operates third-party concessions in luxury and premium department stores primarily in the UK. We operate retail locations in regional malls and shopping centers, as well as high streets in various cities across the United States, the United Kingdom, Europe, Canada, and Mexico, as well as through our joint ventures in international markets.

• Licensing. This segment engages in the licensing of the Steve Madden ® , Betsey Johnson ® , and Kurt Geiger ® trademarks for use in the sale of select apparel, accessories, and home categories as well as various other non-core products.

Corporate does not constitute a reportable segment and includes costs not directly attributable to the reportable operating segments. These expenses are primarily related to corporate executives, corporate finance, corporate social responsibility, legal, human resources, information technology, cybersecurity, and other shared services.

Recent Developments

Australia Joint Venture. In January 2025, the Company acquired a 50.1% controlling financial interest in the newly formed entity, SM Fashion Australia Pty Ltd. This joint venture was formed to expand the distribution of our products across Australia and New Zealand through wholesale and direct-to-consumer channels. The results of this joint venture are included within the Wholesale Footwear, Wholesale Accessories/Apparel, and Direct-to-Consumer segments.

Malaysia Joint Venture. In January 2025, the Company acquired an additional 2.0% equity interest in SM Distribution Malaysia Sdn. Bhd. SM Distribution Malaysia Sdn. Bhd was originally formed in July 2022, at which time we held a 49.0% non-controlling interest in the entity. The Company now holds a 51.0% controlling financial interest in the entity. SM Distribution Malaysia Sdn. Bhd engages in the distribution of our products across Malaysia through the direct-to-consumer channel. The results of this joint venture are included within the Direct-to-Consumer segment.

Acquisition of Kurt Geiger. In May 2025, the Company completed its previously announced acquisition of the entire issued share capital of Mercury Acquisitions Topco Limited (“MATL”) for a preliminary purchase price of $403,348.

MATL is the ultimate parent company of the Kurt Geiger business (“Kurt Geiger”), which operates primarily in the United Kingdom (the “UK”), U.S., and Europe. Kurt Geiger designs and sells footwear and accessories under its own brands – including Kurt Geiger London, KG Kurt Geiger, and Carvela – through its direct-to-consumer channel, which consists of directly-operated retail stores and e-commerce, as well as through the wholesale channel, and operates third-party concessions in luxury and premium department stores primarily in the UK. Kurt Geiger was founded in 1963 and is headquartered in London, UK.

Greater China Joint Venture. In August 2025, the Company acquired a 50% controlling financial interest in the newly formed entity, MG Distribution Hong Kong Limited. This joint venture was formed to expand the distribution of the Company’s products across China, Hong Kong, and Macau. The results of this joint venture are included within the Direct-to-Consumer segment.

For additional information about these acquisitions and joint ventures, refer to Note 4 – Acquisitions, Purchases and Sales of Joint Ventures, and Divestitures to the consolidated financial statements included in this Form 10-K.

Macroeconomic Conditions and Industry Trends

Our business operations – and the broader industry – were shaped throughout 2025 by a complex and evolving macroeconomic environment, requiring continued flexibility across our sourcing, supply chain, and go-to-market strategies.

Following the inauguration of the current administration in January 2025, new tariff measures were announced or threatened on imports from key sourcing markets, including China, Cambodia, Vietnam, and Brazil. Although some previously announced tariff initiatives were postponed or adjusted, the absence of clarity around future trade policy remained, prompting many multinational businesses, including us, to maintain flexible supplier networks, selectively adjust pricing strategies, and intensify cost-containment efforts.

While interest rates have recently come down in the United States and key international markets, they have remained high relative to prior years, continuing to impact credit conditions and consumer discretionary spending. Furthermore, continued foreign currency volatility, elevated global trade tensions, and recession fears continue to impact consumer sentiment.

Geopolitical tensions remain influential. The conflicts in the Middle East and Ukraine persist and tensions with China and other countries remain elevated. These headwinds have contributed to continued economic uncertainty, inflationary pressures, foreign currency volatility, disruptions in global supply chains, deteriorating trade relations, and declining consumer confidence. These factors contributed to broader market volatility and may continue to adversely impact our global business operations.

Structural change remains a key theme in the retail landscape. Consumers increasingly favor omnichannel and direct-to-consumer shopping experiences, placing greater emphasis on digital engagement, personalized marketing, and seamless integration between online and physical channels. This shift underscores the strategic importance of our investments in e-commerce platforms, data analytics capabilities, and customer experience enhancements. Traditional wholesale channels also evolved, with retail partners placing increased focus on inventory planning and discipline in these uncertain times.

While the macroeconomic environment is ever-evolving, we remain steadfast in our commitment to executing the following key strategic initiatives, which are aimed at driving long-term growth and creating shareholder value:

• Win with product. Utilizing our proven model – which combines talented design teams, a test-and react strategy, and industry-leading speed-to-market capability – to create trend-right product assortments across footwear, accessories, and apparel categories that resonate with our consumers.

• Invest in marketing. Continue investing in full-funnel marketing to deepen our connection with consumers.

• Expand in international markets. Expanding our international businesses in the Americas (ex. U.S.), EMEA, and APAC regions remains our largest long-term growth initiative.

• Grow non-footwear categories. Expanding our product offerings across various categories outside of footwear, including handbags, accessories, and apparel.

• Expand Direct-to-Consumer led by digital. Expanding our direct-to-consumer business with a focus on growing our digital business, including optimizing site functionality, personalization, and digital marketing, to enhance our consumers overall shopping experience.

• Strengthen the core U.S. wholesale footwear business. Continue leveraging product innovation and speed to market to grow our diversified business across all tiers of distribution.

• Operational Efficiency. Streamlining operations, tightly managing costs, and maintaining a disciplined inventory management approach are ongoing and aimed at enhancing overall profitability.

• Sustainability Focus. Committing to our corporate social responsibility initiatives, as we work to minimize the negative impacts we have on the environment and maximize the positive impacts we have on our people and our communities.

Dividends

Our Board of Directors approved a quarterly cash dividend of $0.21 per share on our outstanding shares of common stock which was paid on March 21, 2025, June 20, 2025, September 23, 2025 and December 26, 2025. The aggregate cash dividends paid for the year ended December 31, 2025 was $60,962.

On February 24, 2026, our Board of Directors approved a quarterly cash dividend of $0.21 per share payable on March 20, 2026 to stockholders of record as of the close of business on March 11, 2026.

2025 Highlights

Total revenue for 2025 was $2,534,109, an increase of 11.0% as compared to 2024 driven by the acquisition of the Kurt Geiger business. Net income attributable to Steven Madden, Ltd. was $44,661 in 2025 compared to $169,390 in 2024. Our effective tax rate for 2025 was 36.9% compared to 23.7% in 2024. Diluted earnings per share in 2025 was $0.63 per share on 71,181 diluted weighted average shares outstanding compared to $2.35 per share on 71,963 diluted weighted average shares outstanding in 2024.

As of December 31, 2025, we had 399 brick-and-mortar retail stores and seven e-commerce platforms in operation, compared to 291 brick-and-mortar retail stores and five e-commerce platforms as of December 31, 2024. The Company operated 133 concessions in international markets as of December 31, 2025, up from 42 concessions at the end of 2024. Through the acquisition of Kurt Geiger, we added 31 Kurt Geiger London full-price stores and 17 outlet stores, 14 Carvela full-price stores and 12 outlet stores, two e-commerce platforms, and 72 concessions.

Our inventory turnover (calculated on a trailing four quarter average) was 3.8 times for both the years ended December 31, 2025 and 2024. Excluding the Kurt Geiger business, our inventory turnover for the year ended December 31, 2025 was 5.0 times. Our total Company accounts receivable average collection days were 54 days in 2025 compared to 72 days in 2024. As of December 31, 2025, we had $112,423 in cash, cash equivalents, and total stockholders’ equity of $903,982. Working capital was $474,992 as of December 31, 2025, compared to $480,974 as of December 31, 2024.

Amid a dynamic operating environment, we remain focused on executing our strategic priorities: delivering trend-right product, deepening connections with our consumers, expanding our international businesses, growing our non-footwear categories, expanding our direct-to-consumer business led by digital, strengthening our core U.S. wholesale business, and efficiently managing our inventory and expenses. At the same time, we are advancing our corporate social responsibility initiatives to create long-term value for our stakeholders, minimize the negative impacts on the environment, and maximize the positive impacts on our people and our communities.

Results of Operations

The following tables set forth information on operations for the periods indicated:

Years Ended December 31,

(in thousands, except for number of stores)

CONSOLIDATED:

Net sales

Commission and licensing fee income

Total revenue

Cost of sales (exclusive of depreciation and amortization)

Gross profit

Operating expenses

Change in valuation of contingent payment liability

Impairment of intangibles

Income from operations

Gain on derivative

Interest and other (expense) / income – net

Income before provision for income taxes

Net income attributable to Steven Madden, Ltd.

BY SEGMENT:

WHOLESALE FOOTWEAR SEGMENT:

Total Revenue

Cost of sales (exclusive of depreciation and amortization)

Gross profit

Operating expenses

Change in valuation of contingent payment liability

Income from operations

WHOLESALE ACCESSORIES/APPAREL SEGMENT:

Total Revenue

Cost of sales (exclusive of depreciation and amortization)

Gross profit

Operating expenses

Change in valuation of contingent payment liability

Impairment of intangibles

Income from operations

DIRECT-TO-CONSUMER SEGMENT:

Total Revenue

Cost of sales (exclusive of depreciation and amortization)

Gross profit

Operating expenses

Change in valuation of contingent payment liability

Impairment of intangibles

(Loss) / income from operations

Number of stores

LICENSING SEGMENT:

Licensing fee income

Gross profit

Operating expenses

Income from operations

CORPORATE:

Operating expenses

Loss from operations

The following section discusses our results of operations for 2025 and 2024 and year-to-year comparisons between those periods. Discussions of 2023 and year-to-year comparisons between 2024 and 2023 are not included in this Annual Report on Form 10-K and can be found within Part II, Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 Annual Report on Form 10-K filed with the SEC on March 3, 2025.

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Consolidated

Total revenue for the year ended December 31, 2025 increased 11.0% to $2,534,109 compared to $2,282,927 in 2024, primarily attributable to incremental revenue from the acquisition of Kurt Geiger, partially offset by a decline in the organic business primarily attributable to tariff-related impacts.

Gross profit in 2025 was $1,049,469, or 41.4% of total revenue, as compared to $936,932, or 41.0% of total revenue, in the prior year. The increase in gross profit as a percentage of total revenue was driven by a greater mix of the higher-margin direct-to-consumer business, primarily related to the acquisition of Kurt Geiger, partially offset by tariff-related impacts. Gross profit in both years also included $30,891 and $435, respectively, related to purchase accounting fair value adjustments of inventory from acquired businesses.

Operating expenses in 2025, were $967,978, or 38.2% of total revenue, as compared to $698,936, or 30.6% of total revenue, in 2024. The increase in operating expenses as a percentage of total revenue was primarily attributable to the acquisition of Kurt Geiger and certain Kurt Geiger acquisition-related transaction costs. The current year included $38,819 of compensation expense as a result of acquisition-related sellers proceeds which were reallocated from institutional sellers to management sellers in excess of their respective pre-acquisition equity ownership. The current year also included charges of $13,317 related to acquisition costs and the formation of joint ventures, $7,344 related to legal costs as a result of litigation settlements, and $4,030 related to certain severances and termination benefits. The prior year included charges of $6,378 related to acquisition costs and the formation of joint ventures and the reorganization of foreign entities, $3,377 related to legal costs as a result of litigation settlements, $3,199 related to a loss on the divestiture of a business, and $326 of working capital adjustments in connection with the Almost Famous acquisition.

In 2025, we recorded impairment of intangibles of $6,300 and a benefit of $5,580 related to the change in valuation of contingent payment liabilities. In 2024, we recorded impairment of intangibles of $10,335 and a charge of $2,722 related to the change in valuation of contingent payment liabilities.

Income from operations in 2025 decreased to $80,771, or 3.2% of total revenue, as compared to $224,939, or 9.9% of total revenue, in 2024. The effective tax rate for 2025 was 36.9% compared to 23.7% in 2024. The difference between the Company’s effective tax rates was primarily due to non-deductible expenses related to the acquisition of the Kurt Geiger business.

Net income attributable to Steven Madden, Ltd. in 2025 was $44,661 compared to $169,390 in 2024.

Wholesale Footwear Segment

Revenue from the Wholesale Footwear segment for the year ended December 31, 2025 was $1,035,190, or 40.9% of total revenue, as compared to $1,059,440, or 46.4% of total revenue, in 2024. The decrease of 2.3% was primarily driven by tariff-related impacts on our off-price and mass merchant businesses, partially offset by incremental revenue from the acquisition of Kurt Geiger.

Gross profit in 2025 was $346,570, or 33.5% of Wholesale Footwear revenue, compared to $366,601, or 34.6% of Wholesale Footwear revenue, in 2024. The decrease in gross profit as a percentage of revenue was primarily driven by the impact of tariffs on goods imported into the United States. Gross profit in the current-year also included $4,650 related to the purchase accounting fair value adjustments of inventory in connection with the Kurt Geiger acquisition.

Operating expenses in 2025, were $192,244, or 18.6% of Wholesale Footwear revenue, as compared to $175,389, or 16.6% of Wholesale Footwear revenue, in 2024. The increase in operating expenses as a percentage of Wholesale Footwear revenue primarily reflects the deleveraging of operating expenses on a lower revenue base and our continued investment in marketing and advertising. The current-year included charges of $1,592 related to legal costs as a result of litigation settlements, $1,438 related to certain severances and termination benefits, and $97 related to acquisition costs and the formation of joint ventures. The prior year included charges of $1,161 related to legal costs as a result of litigation settlements, and $387 related to certain severances and termination benefits, and $278 related to acquisition costs and the formation of joint ventures.

In 2025, we recorded a benefit of $259 related to the change in valuation of a contingent payment liability.

Income from operations in 2025 was $154,585, or 14.9% of Wholesale Footwear revenue, compared to $191,212, or 18.0% of Wholesale Footwear revenue, in 2024.

Wholesale Accessories/Apparel Segment

Revenue from the Wholesale Accessories/Apparel segment for the year ended December 31, 2025 was $640,662, or 25.3% of total revenue, compared to $662,673, or 29.0% of total revenue, in 2024. The decrease of 3.3% was primarily driven by tariff-related impacts and a decline in our off-price business, partially offset by incremental revenue from the acquisition of Kurt Geiger.

Gross profit in 2025 was $196,232, or 30.6% of Wholesale Accessories/Apparel revenue, compared to $212,997, or 32.1% of Wholesale Accessories/Apparel revenue, in 2024. The decrease in gross profit as a percentage of revenue was driven by the impact of tariffs on goods imported into the United States. Gross profit in both years also included $6,603 and $435, respectively, related to the purchase accounting fair value adjustments of inventory from acquired businesses.

Operating expenses in 2025 were $137,183, or 21.4% of Wholesale Accessories/Apparel revenue, as compared to $111,206, or 16.8% of Wholesale Accessories/Apparel revenue, in 2024. The increase in operating expenses as a percentage of Wholesale Accessories/Apparel revenue was primarily attributable to the deleveraging of operating expenses on a lower revenue base, and our continued investment in marketing and advertising. The current year included charges of $3,372 related to legal costs as a result of litigation settlements, $449 related to certain severances and termination benefits, and $355 related to acquisition costs and the formation of joint ventures. The comparable prior year included charges of $1,335 related to legal costs as a result of litigation settlements and earnout-related litigation, $1,180 related to certain severances and termination benefits, $677 related to acquisition costs and the formation of joint ventures, and $326 related to working capital adjustments in connection with the Almost Famous acquisition.

In 2025, we recorded impairment of intangibles of $6,300 and a benefit of $4,415 related to the change in valuation of contingent payment liabilities. In 2024, we recorded impairment of intangibles of $8,635 and a charge of $2,722 related to the change in valuation of contingent payment liabilities.

Income from operations in 2025 was $57,164, or 8.9% of Wholesale Accessories/Apparel revenue, compared to $90,434, or 13.6% of Wholesale Accessories/Apparel revenue, in 2024.

Direct-to-Consumer Segment

Revenue from the Direct-to-Consumer segment for the year ended December 31, 2025 was $845,666, or 33.4% of total revenue, as compared to $550,153, or 24.1% of total revenue, in 2024. The increase of 53.7% was driven by incremental revenue from the acquisition of Kurt Geiger. We had a total of 399 brick-and-mortar stores as compared to 291 brick-and-mortar stores as of December 31, 2024. We also had seven e-commerce platforms. We operated a total of 133 concessions in international markets as of December 31, 2025, up from 42 concessions at the end of 2024. Through the acquisition of Kurt Geiger, we added 31 Kurt Geiger London full-price stores and 17 outlet stores, 14 Carvela full-price stores and 12 outlet stores, two e-commerce platforms, and 72 concessions.

Gross profit in 2025 was $494,076, or 58.4% of Direct-to-Consumer revenue, compared to $346,673, or 63.0% of Direct-to-Consumer revenue, in 2024. The decrease in gross profit as a percentage of revenue was primarily due to a purchase accounting fair value adjustment of inventory of $19,638 in connection with acquired businesses, the impact of tariffs on goods imported into the United States, and the addition of the relatively lower gross margin concessions business in connection with the acquisition of Kurt Geiger.

Operating expenses in 2025 were $529,378, or 62.6% of Direct-to-Consumer revenue, as compared to $314,003, or 57.1% of Direct-to-Consumer revenue, in 2024. The increase in operating expenses as a percentage of revenue was primarily attributable to acquisition-related transaction costs in connection with the acquisition of Kurt Geiger. The current year included $38,819 of compensation expense as a result of acquisition-related sellers proceeds which were reallocated from institutional sellers to management sellers in excess of their respective pre-acquisition equity ownership. The current year also included charges of $9,312 related to acquisition costs in connection with the Kurt Geiger acquisition and the formation of joint ventures, $1,453 related to legal costs as a result of litigation settlements, and $1,384 related to certain severances and termination benefits. The comparable prior year included charges of $5,090 related to acquisition costs and the formation of joint ventures, $3,199 related to a loss on the divestiture of a business, and $515 related to legal costs as a result of litigation settlements.

In 2025, we recorded a benefit of $906 related to the change in valuation of a contingent payment liability. In 2024, we recorded the impairment of intangibles of $1,700.

Loss from operations in 2025 was $34,396, or 4.1% of Direct-to-Consumer revenue compared to income from operations of $30,970, or 5.6% of Direct-to-Consumer revenue, in 2024.

Licensing Segment

Royalty income from the Licensing segment for the year ended December 31, 2025 was $12,591, or 0.5% of total revenue, compared to $10,661, or 0.5% of total revenue, in 2024. Operating expenses were $1,976 in 2025 compared to $1,600 in 2024. Income from operations in 2025 was $10,615 compared to $9,061 in 2024.

Corporate

Corporate does not constitute a reportable segment and includes costs not directly attributable to the reportable operating segments. These expenses are primarily related to corporate executives, corporate finance, corporate social responsibility, legal, human resources, information technology, cybersecurity, and other shared services. Corporate operating expenses were $107,197 for the year ended December 31, 2025 compared to $96,738 in 2024.

Liquidity and Capital Resources

Our primary sources of liquidity are cash flows from operations, cash, cash equivalents, short-term investments, and availability under our third-party credit facilities. Cash, cash equivalents, and short-term investments totaled $112,423 and $203,408 as of December 31, 2025 and December 31, 2024, respectively. Of the total cash and cash equivalents, as of December 31, 2025, $93,859, or approximately 83%, was held in our foreign subsidiaries. Of the total cash, cash equivalents, and short-term investments as of December 31, 2024, $119,569, or approximately 59%, was held in our foreign subsidiaries.

Acquisition of Kurt Geiger and Credit Agreement

On May 6, 2025 (the "Acquisition Date"), the Company, through its wholly owned subsidiary, SML UK Holding Ltd, completed the acquisition of the entire issued share capital of Mercury Acquisitions Topco Limited (“MATL”) for an aggregate preliminary purchase price of $403,348, pursuant to the terms of the sale and purchase deed. We funded the cash consideration and the payment of transaction-related expenses through borrowings under the Credit Agreement and cash on hand.

On May 6, 2025, we entered into an Amended and Restated Credit Agreement (the "Credit Agreement") with various lenders and Citizens Bank, as administrative agent (in such capacity, the "Agent"), which provides for a term loan facility in the amount of $300,000 and a revolving credit facility in the amount of $250,000. The Credit Agreement amends and restates in its entirety the previous Credit Agreement, dated as of July 22, 2020, among the Company, the various lenders party thereto and Citizens Bank, as administrative agent. The Company also has used, and intends to continue to use, the revolving credit facility for general corporate purposes.

The Credit Agreement provides for a term loan facility and a revolving credit facility scheduled to mature on May 6, 2030. We may from time to time increase the revolving commitments and/or request incremental term loans in an aggregate principal amount of up to $275,000 if certain conditions are satisfied, including (i) the absence of any default under the Credit Agreement, and (ii) obtaining the consent of the lenders participating in each such increase.

At December 31, 2025, the total outstanding borrowings under our Credit Agreement in the form of cash borrowings and standby letters of credit were $240,000 and $2,200, respectively.

During 2025, the Company made voluntary early repayments of $60,000 on its term loan facility. These repayments were made using available cash on hand and were not contractually required. These repayments reflect the Company’s liquidity position and commitment to reducing leverage and interest expense over time.

We believe that based on our current financial position and available cash, and cash equivalents, we will meet all our financial commitments and operating needs for at least the next twelve months. In addition, our $250,000 asset-based revolving credit facility provides us with additional liquidity and flexibility on a long-term basis.

Cash Flows

A summary of our cash provided by and used in operating, investing, and financing activities was as follows.

Operating Activities

Cash provided by operating activities totaled $162,199 for the year ended December 31, 2025, compared to $198,096 in the prior year. The decrease was primarily driven by lower net income and unfavorable changes in working capital, partially offset by the timing of accounts receivable collections and changes in inventory levels.

Investing Activities

Cash used in investing activities was $400,919 for the year ended December 31, 2025, which consisted of $371,554 related to the acquisition of the Kurt Geiger business (net of cash acquired), capital expenditures of $42,658 for leasehold improvements, new stores, and systems enhancements and $260 primarily related to the acquisitions of joint ventures. This was partially offset by $13,553 related to proceeds from the sales of short-term investments.

Financing Activities

Cash provided by financing activities was $157,146 for the year ended December 31, 2025, which primarily consisted of net transaction-related borrowings of $240,000, partially offset by dividends paid of $60,962, financing costs paid of $8,955 in connection with the Credit Agreement, and net settlements of stock awards of $13,523.

Contractual and Other Obligations

Firm Commitments

Our contractual obligations as of December 31, 2025 were as follows:

Payment due by period

(in thousands)

Total

2031 and after

Operating lease obligations (1)

Purchase obligations (2)

Future minimum royalty (3)

Employment agreements (4)

Total

(1) Refer to Note 13 – Leases to the consolidated financial statements included in this Annual Report on Form 10-K for further information.

(2) Substantially all our products are produced by independent manufacturers at overseas locations, the majority of which are located in China, with a growing percentage located in Cambodia, Vietnam, Mexico, Brazil, India, Bangladesh, and various other countries in Asia, Europe, and Africa. We have not entered into any long-term manufacturing or supply contracts with any of these foreign manufacturers. We believe that a sufficient number of alternative sources exist outside of the United States for the manufacture of our products. Purchases are made primarily in United States dollars.

(3) Future minimum royalty and advertising payments represent our obligation in connection with our licenses agreement. Refer to Note 15 – Commitments, Contingencies, and Other to the consolidated financial statements included in this Annual Report on Form 10-K for further information.

(4) We have employment agreements with our Founder and Creative and Design Chief, Steven Madden, and certain executive officers, which provide for the payment of compensation. In addition, some of these employment agreements provide for incentive compensation based on various performance criteria and some provide for discretionary bonuses as well as other benefits, including stock-based compensation.

Off-Balance Sheet Arrangements

In addition to the commitments included in the Contractual Obligations table above, we have letters of credit of $2,703 outstanding as of December 31, 2025 related to the purchase of inventory and certain lease obligations. These letters of credit expire at various dates through 2030.

We do not maintain any other off-balance sheet arrangements, transactions, obligations, or other relationships with unconsolidated entities that would be expected to have a material current or future effect on our consolidated financial statements. Refer to Note 15 – Commitments, Contingencies, and Other to the Consolidated Financial Statements included in this Annual Report on Form 10-K for further information.

Dividends

In February 2025, our Board of Directors declared a quarterly cash dividend of $0.21 per share on our outstanding shares of common stock. The dividend was paid on March 21, 2025, to stockholders of record as of the close of business on March 12, 2025. We paid total cash dividends for the three months ended March 31, 2025 of $15,186.

In May 2025, our Board of Directors declared a quarterly cash dividend of $0.21 per share on our outstanding shares of common stock. The dividend was paid on June 20, 2025, to stockholders of record as of the close of business on June 9, 2025. We paid total cash dividends for the three months ended June 30, 2025 of $15,250.

In July 2025, our Board of Directors declared a quarterly cash dividend of $0.21 per share on our outstanding shares of common stock. The dividend was paid on September 23, 2025, to stockholders of record as of the close of business on September 12, 2025. We paid total cash dividends for the three months ended September 30, 2025 of $15,256.

In November 2025, our Board of Directors declared a quarterly cash dividend of $0.21 per share on our outstanding shares of common stock. The dividend was paid on December 26, 2025, to stockholders of record as of the close of business on December 15, 2025. We paid total cash dividends for the three months ended December 31, 2025 of $15,270.

On February 24, 2026, our Board of Directors approved a quarterly cash dividend. The quarterly dividend of $0.21 per share is payable on March 20, 2026 to stockholders of record as of the close of business on March 11, 2026.

Future quarterly cash dividend payments are subject to the discretion of our Board of Directors and contingent upon future earnings, our financial condition, capital requirements, general business conditions, and other factors. Therefore, we can give no assurance that dividends will be paid to holders of our common stock in the future.

CRITICAL ACCOUNTING POLICIES AND THE USE OF ESTIMATES

Management believes the following critical accounting estimates are the most significantly affected by judgments and assumptions used in the preparation of our consolidated financial statements: allowances for doubtful accounts; markdowns and chargeback allowances, co-op advertising allowances, customer returns; inventory valuation; the valuation of goodwill and other intangible assets; and contingent payment liabilities. Our estimates are made based upon historical factors, current and future circumstances and market conditions, and the experience and judgment of management. Assumptions and estimates are evaluated on an ongoing basis, and we may employ outside experts to assist in the valuation process of our intangible assets and goodwill.

Allowances for doubtful accounts. A vast majority of our customers’ receivable balances are protected under our factoring and collection agency agreements with Rosenthal & Rosenthal, Inc. (“Rosenthal”) and CIT Group/Commercial Services, Inc. (“CIT”), described in Note 17 – Factoring Agreements to the consolidated financial statements included in this Form 10-K. Under this agreement, Rosenthal assumes the credit risk resulting from a customer’s financial inability to make payment of credit-approved receivables. We also use risk insurance, letters of credit, and put agreements to mitigate credit risk for a significant portion of the receivables not covered under our Rosenthal and CIT agreements. The balance of receivables not covered under our factoring and insurance agreements is reduced by an allowance for amounts that may be uncollectible in the future.

The estimated allowance for doubtful accounts is based on an analysis of the aging of accounts receivable, assessments of collectability based on historical trends, the financial condition of our customers, and an evaluation of economic conditions. Differences in management’s estimation of the above factors could impact our results of operations and financial position. The balances of allowances for doubtful accounts are generally correlated with our revenues from wholesale customers whose receivables are not covered under our factoring and insurance agreements, and actual losses have historically been within our expectations and in line with the allowances we have established. The balances and activity in the allowances for doubtful accounts are presented in Note 19 – Valuation and Qualifying Accounts to the consolidated financial statements included in this Form 10-K. A hypothetical 5% increase in our allowance for doubtful accounts as of December 31, 2025 would have an immaterial impact on our operating expenses.

Markdowns, chargebacks, co-op advertising, and customer returns. As described in Note 2 – Summary of Significant Accounting Policies to the consolidated financial statements included in this Form 10-K, we provide variable consideration to our wholesale customers to maximize sales of our product on the retail floor, in the form of markdowns and chargeback allowances, co-op advertising allowances, and return reserves related to the current period sales.

a. Markdowns and chargeback allowances. We evaluate anticipated customer markdowns and chargeback allowances by reviewing several performance indicators for our major customers. These performance indicators, which include inventory levels on the retail floors, sell through rates to the end consumer, and gross margin levels, are analyzed by management to estimate the amount of customer allowances. We also discuss product performance with our retail partners on an ongoing basis to gather more intelligence to inform our estimation process. Differences in management’s estimation of the above factors from period to period could impact our results of operations and financial position. The levels of markdown and chargeback allowances are generally correlated with our revenues to wholesale customers. A hypothetical 5% increase in the reserve balance for markdowns and chargeback allowances as of December 31, 2025 would have decreased our 2025 revenue by approximately $1,450.

b. Co-op advertising allowances. Under our co-op advertising programs, we agree to reimburse the retailer for a portion of the costs incurred by the retailer to advertise and promote some of our products. We estimate the costs of co-op advertising programs based on the terms of the agreements with our customers. Differences in management’s estimation of the co-op advertising activity at our customers and the resulting amount of the reserve for these allowances from period to period could impact our results of operations and financial position. The level of co-op advertising support is generally correlated with our revenues to wholesale customers. A hypothetical 5% increase in the reserve balance for co-op advertising allowances as of December 31, 2025 would have an immaterial impact on our 2025 revenue.

c. Return reserve. Our Direct-to-Consumer segment accepts unworn returns within 30 days from the date of a sale, or 30 days from the date of delivery for online orders. We estimate a return reserve in the Direct-to-Consumer segment by establishing a return rate using historical returns data. The rate is then applied to eligible revenues recorded in the current period to calculate the reserve. We do not accept returns as a normal business practice in our wholesale segments, except for our Blondo®, Dolce Vita®, and Kurt Geiger® product lines. We estimate such returns based on historical experience and current market conditions. The level of returns is generally correlated with our revenues. A hypothetical 5% increase in the return reserve as of December 31, 2025 would have an immaterial impact on our 2025 revenue.

The balances and activity in the markdown, chargeback, co-op advertising allowances, and return reserves are included in Note 19 – Valuation and Qualifying Accounts to the consolidated financial statements included in this Form 10-K.

Inventory valuation. Inventories are stated at the lower of cost or net realizable value, on a first-in, first-out basis. We review inventory on a regular basis for excess and slow-moving inventory. The review is based on an analysis of the age and styles of inventory on hand, historical sales of the same or similar products, and expected net realizable value through future

sales. The analysis includes a review of inventory quantities on hand at period-end in relation to year-to-date sales and projections for sales in the foreseeable future as well as subsequent sales and discussions with both traditional and off-price retailers. We consider quantities on hand in excess of estimated future sales to be at risk for market impairment. The estimated net realizable value is determined based on the estimate of selling prices of inventory through off-price and discount store channels, department stores, and our own direct-to-consumer channel. The likelihood of any material inventory write-down is dependent primarily on the expectation of future consumer demand for our products, which is influenced by consumer trends, economic and market conditions, and weather patterns for seasonal goods. A misinterpretation or misunderstanding of future consumer demand for our products due to these or any other factors could result in inventory valuation changes compared to the valuation determined to be appropriate as of the balance sheet date.

In general, our inventory obsolescence estimates have historically been within our expectations and in line with the reserves established, and although possible, significant variation is not expected in the future. A hypothetical 5% increase to inventory reserves as of December 31, 2025 would have decreased our 2025 gross profit by approximately $1,200.

Valuation of goodwill and other intangible assets . We estimate and record the fair value of purchased intangible assets at the time of their acquisition. The fair values of these intangible assets are estimated based on independent third-party appraisals that are reviewed and approved by us. Goodwill and other intangible assets deemed to have indefinite useful lives are not amortized. These assets are tested for impairment at least annually, on the first day of the third quarter, or more frequently if impairment indicators are present. Intangible assets with finite lives are amortized over their estimated useful lives and tested for impairment if indicators are present.

Our annual impairment assessment of goodwill and other indefinite-lived intangible assets is generally performed using a qualitative approach to determine whether it is more likely than not that the fair value of a reporting unit or intangible asset is less than its carrying amount. Performance of the qualitative impairment assessment requires judgment in identifying and considering the significance of relevant events and circumstances including external factors, such as macroeconomic and industry conditions, and the legal and regulatory environment, as well as entity-specific factors, such as actual and planned financial performance, that could impact the fair value of our reporting units and indefinite-lived intangible assets. The results of our most recent quantitative tests are also considered in performing the qualitative assessment.

If the results of the annual qualitative assessment conclude that it is not more likely than not that the fair value of a reporting unit or an indefinite-lived intangible asset exceeds its carrying value, or if interim indicators of impairment are identified, a quantitative impairment test is performed.

A quantitative impairment test involves comparing the fair value of a reporting unit or intangible asset with its carrying value. If the fair value is less than the carrying value, an impairment loss is recorded for an amount equal to the excess of the carrying value over the fair value. For goodwill, the impairment loss is limited to the amount of the respective reporting unit’s allocated goodwill. Determination of the fair value of a reporting unit or indefinite-lived intangible asset is subjective in nature and involves the use of significant estimates and assumptions including consideration of external factors, such as macroeconomic and industry conditions, and the legal and regulatory environment, as well as entity-specific factors such as actual and planned financial performance. These estimates and assumptions could have a significant impact on whether an impairment charge is recognized and the amount of any such charge. Estimates of fair value are primarily determined using discounted cash flows, market comparisons, and recent transactions. These approaches use significant estimates and assumptions, including projected future cash flows, discount rates, growth rates, and determination of appropriate market comparisons. It is possible that our conclusions regarding impairment of goodwill or other intangible assets could change in future periods if, for example, our businesses do not perform as projected or overall economic conditions in future periods vary from current assumptions.

Our annual impairment tests were last performed as of July 1, 2025, using a quantitative impairment test as described above, the results of which concluded that the fair values of its reporting units exceeded their carrying values and the fair values of its reporting units and indefinite-lived intangible assets exceeded their respective carrying values. No goodwill or intangible asset impairment charges were recorded as a result of our annual impairment tests during any of the years presented in this Form 10-K.

See Note 7 – Goodwill and Other Intangible Assets to the consolidated financial statements included in this Form 10-K for further details.

Contingent payment liabilities. We have completed acquisitions that may require us to make contingent payments to the sellers based on the future financial performance of the acquired businesses over a period from one to five years. The fair values of the contingent payment liabilities are estimated using the present values of management's projections of the financial results of the acquired businesses. Failure to correctly project the financial results of the acquired businesses could materially impact our results of operations and financial position. See Note 4 – Acquisitions, Purchases and Sales of Joint Ventures, and Divestitures and Note 5 – Fair Value Measurements to the consolidated financial statements included in this Form 10-K for further details.