# Steven Madden, LTD.: Form 10-Q for the period ended Jun 30, 2025

- Company: [Steven Madden, LTD.](/companies/shoo.md) (CIK 913241)
- Form: 10-Q
- Filed: 2025-08-05
- Accepted by EDGAR: Aug 5, 2025, 14:28 ET
- Period: 2025-06-30
- Accession: 0001628280-25-037646
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/913241/000162828025037646/shoo-20250630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/913241/000162828025037646/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-04-01 to 2025-06-30 | $556.1m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2025-01-01 to 2025-06-30 | $1.11bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-04-01 to 2025-06-30 | $333.0m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 6 months, 2025-01-01 to 2025-06-30 | $660.2m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2025-04-01 to 2025-06-30 | $226.0m | us-gaap:GrossProfit |
| Gross profit | 6 months, 2025-01-01 to 2025-06-30 | $452.3m | us-gaap:GrossProfit |
| Operating income | 3 months, 2025-04-01 to 2025-06-30 | −$40.3m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2025-01-01 to 2025-06-30 | $13.2m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2025-04-01 to 2025-06-30 | $3.9m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2025-01-01 to 2025-06-30 | $17.0m | us-gaap:IncomeTaxExpenseBenefit |
| Diluted EPS | 3 months, 2025-04-01 to 2025-06-30 | −$0.56 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2025-01-01 to 2025-06-30 | $0.01 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-04-01 to 2025-06-30 | −$0.56 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2025-01-01 to 2025-06-30 | $0.01 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-04-01 to 2025-06-30 | 70,870,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2025-01-01 to 2025-06-30 | 70,970,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2025-01-01 to 2025-06-30 | $47.6m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2025-01-01 to 2025-06-30 | $17.5m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 6 months, 2025-01-01 to 2025-06-30 | $30.4m | us-gaap:PaymentsOfDividends |
| Share repurchases | 6 months, 2025-01-01 to 2025-06-30 | $8.2m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-06-30 | $111.7m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-06-30 | $997.8m | us-gaap:AssetsCurrent |
| Total assets | at 2025-06-30 | $1.90bn | us-gaap:Assets |
| Current liabilities | at 2025-06-30 | $496.6m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-06-30 | $1.03bn | us-gaap:Liabilities |
| Long-term debt | at 2025-06-30 | $287.9m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2025-06-30 | $5.6m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2025-06-30 | $833.2m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 54,245 characters.

The following discussion of our financial condition and results of operations for the three and six months ended June 30, 2025 should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q.

All references in this Quarterly Report to “we,” “our,” “us,” and the “Company” refer to Steven Madden, Ltd. and its subsidiaries unless the context indicates otherwise.

This Quarterly Report contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, among others, statements regarding revenue and earnings guidance, plans, strategies, objectives, expectations, and intentions. You can identify forward-looking statements by words such as: “may,” “will,” “expect,” “believe,” “should,” “anticipate,” “project,” “predict,” “plan,” “intend,” or “estimate,” and similar expressions, or the negative of these expressions. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they represent our current beliefs, expectations, and assumptions regarding anticipated events and trends affecting our business, and industry based on information available as of the time such statements are made. We caution investors that such forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy, and some of which may be outside of our control. Our actual results and financial condition may differ materially from those indicated in these forward-looking statements. As such, investors should not rely upon them. Important risk factors include:

- our exposure to risks related to integrating the operations, systems, processes, reporting, supply chains, and personnel of Kurt Geiger into our business;
- our exposure to risks associated with increased indebtedness used to finance the acquisition of Kurt Geiger, including related debt service requirements;
- our ability to manage risks associated with substantial goodwill and intangible assets recorded from the acquisition of Kurt Geiger, which could subsequently become impaired upon adverse changes to the business environment in which we operate;
- our ability to navigate changes in global trade policies and tariffs imposed by the United States government and the governments of other nations in which we manufacture and sell products;
- geopolitical tensions in the regions in which we operate and any related challenging macroeconomic conditions globally that 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;
- our ability to navigate shifting macro-economic environments including but not limited to inflation and the potential for recessionary conditions;
- our ability to accurately anticipate fashion trends and promptly respond to consumer demand;
- our ability to compete effectively in a highly competitive market;
- our ability to adapt our business model to rapid changes in the retail industry;
- supply chain disruptions to product delivery systems and logistics, and our ability to properly manage inventory;
- our reliance on independent manufacturers to produce and deliver products in a timely manner, especially when faced with adversities such as work stoppages, transportation delays, public health emergencies, social unrest, changes in local economic conditions, and political upheavals as well as their ability to meet our quality standards;
- our dependence on the hiring and retention of key personnel;
- our ability to successfully implement growth strategies and integrate acquired businesses;
- our ability to adequately protect our trademarks and other intellectual property rights;
- our ability to maintain adequate liquidity when negatively impacted by unforeseen events such as an epidemic or a pandemic, which may cause disruption to our business operations for an indeterminable period of time;
- legal, regulatory, political, and economic risks that may affect our sales in international markets;
- changes in U.S. and foreign tax laws that could have an adverse effect on our financial results;
- additional tax liabilities resulting from audits by various taxing authorities;
- cybersecurity risks and costs of defending against, mitigating, and responding to data security threats and breaches impacting the Company;
- our ability to achieve operating results that are consistent with prior financial guidance; and
- other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission (the "SEC").

These risks and uncertainties, along with the risk factors discussed under Part II, Item 1A “Risk Factors” in this Quarterly Report on Form 10-Q and, in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2024, should be considered in evaluating any forward-looking statements contained in this report. We do not undertake any obligation to publicly update any forward-looking statement, including without limitation, any guidance regarding revenue or earnings, whether as a result of new information, future developments, or otherwise.

### Business Overview

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

Steven Madden, Ltd. and its subsidiaries designs, sources, and markets 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, United Kingdom, Canada, Mexico, and Europe. Additionally, we operate in other international markets through our joint ventures in South Africa, the Middle East, Israel, 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 and e-commerce websites, in the United States, United Kingdom, Canada, Mexico, South Africa, the Middle East, Israel, various countries in Europe, 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 within short lead times.

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

- ***Wholesale Footwear.*** This segment designs, sources, and markets our brands and sells our products to department stores, mass merchants, off-price retailers, shoe chains, online retailers, national chains, specialty retailers, independent stores, and clubs throughout the United States, United Kingdom, Canada, Mexico, and Europe, 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, United Kingdom, Canada, Mexico, and Europe, 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, Dolce Vita, and Carvela full-price retail stores, Steve Madden, Kurt Geiger and Carvela outlet stores, directly-operated concessions in international markets, and directly-operated e-commerce websites. We operate retail locations in regional malls and shopping centers, as well as high streets in various cities across the United States, United Kingdom, Canada, Mexico, and Europe, 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

***Acquisition of Kurt Geiger.*** On May 6, 2025, we completed our previously-announced acquisition of the entire issued share capital of Mercury Acquisitions Topco Limited (“MATL”) for an aggregate preliminary purchase price of $405,348, pursuant to the terms of the sale and purchase deed. The purchase price included payments for the settlement of MATL’s previously outstanding third-party bank debt and the reimbursement of certain seller-incurred transaction costs.

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 premium and luxury department stores primarily in the UK. Kurt Geiger was founded in 1963 and is headquartered in London, UK. For the twelve months ended February 1, 2025, Kurt Geiger had revenue of approximately $511,758.

The acquisition was funded through a combination of debt financing and cash on hand. In connection with the debt financing, effective as of May 6, 2025, the Company amended and restated its original credit agreement in its entirety, replacing it with a new term loan facility in the amount of $300,000 and a new revolving credit facility with a total capacity of $250,000.

### Macroeconomic Conditions and Industry Trends

Our business operations, and industry as a whole, remain challenged by a complex and evolving macroeconomic environment. Tariff-related tensions have continued in the quarter, and the implementation of previously-announced tariff policies has been delayed in several cases, and continued uncertainty has necessitated more flexible sourcing and supply chain strategies. In response, many companies, including ours, continue to diversify their supplier base and implement selective pricing and cost containment actions to help manage revenue and margin pressures. The lack of clarity surrounding current and future trade policies continues to present challenges for multinational businesses with respect to global sourcing and supply chain planning.

While inflation has continued to moderate in many regions, it remains elevated relative to historical norms. Interest rates in the United States and key international markets have remained high through the second quarter of 2025, contributing to tighter credit conditions and pressuring consumer discretionary spending. Furthermore, ongoing foreign currency volatility, persistent geopolitical risks, and concerns around global growth continue to impact consumer sentiment.

Structural changes in the retail industry continue to accelerate. The department store channel remains under pressure due to consolidations, store closures, and shifting consumer preferences toward e-commerce and omnichannel experiences. At the same time, digital engagement and direct-to-consumer channels continue to gain market share, underscoring the need for continued innovation and investment in technology, customer experience, and data-driven decision-making. These trends present both opportunities and risks as we continue the strategic evolution of our go-to-market strategies.

Geopolitical tensions remain elevated. The conflicts in Ukraine and the Middle East persist and tensions with China remain high, contributing to continued economic uncertainty, inflationary pressures, foreign currency volatility, disruptions in global supply chains, deteriorating trade relations, and declining consumer confidence. These factors contribute to broader market volatility and may create headwinds for our global business operations.

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 distribution tiers.
- ***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.

### Inflation

Although inflation has eased in some regions, elevated input costs – particularly for labor, raw materials, and freight – as well as increased macroeconomic, geopolitical, tariff policies and regulatory uncertainties continue to pressure margins. These inflationary trends have affected both our wholesale and direct-to-consumer businesses and may persist despite central bank efforts globally to stabilize prices. We have historically mitigated inflationary impacts through price increases, supplier negotiations, cost containment, and operational efficiencies. However, continued inflation could negatively impact demand for our products or impair our ability to sustain historical margin levels, adversely impacting our profitability and overall financial performance.

### Dividends

On July 29, 2025, our Board of Directors approved a quarterly dividend of $0.21 per share payable on September 23, 2025 to stockholders of record as of the close of business on September 12, 2025.

### Key Highlights

Total revenue for the quarter ended June 30, 2025 increased 6.8% to $559,000, compared to $523,553 in the same period of last year driven by the newly acquired Kurt Geiger business. Net loss attributable to Steven Madden, Ltd. was $39,477 in the second quarter of 2025, compared to net income of $35,376 in the same period of last year. Our effective tax rate for the second quarter of 2025 was (11.2)%, compared to 23.4% in the second quarter of last year. Basic loss per share was $0.56 per share on 70,870 basic weighted average shares outstanding, compared to basic earnings per share of $0.50 per share on 71,458 basic weighted average shares outstanding in the second quarter of last year.

Our inventory turnover (calculated on a trailing four quarter average) for the quarter ended June 30, 2025 was 4.6 times, compared to 5.7 times at June 30, 2024. Excluding the Kurt Geiger business, our inventory turnover for the quarter ended June 30, 2025 was 5.2 times. Our total Company accounts receivable average collection days decreased to 71 days in the second quarter of 2025, compared to 73 days in the second quarter of 2024. As of June 30, 2025, we had $111,854 in cash, cash equivalents, and short-term investments, and total stockholders’ equity of $863,363. Working capital was $501,184 as of June 30, 2025, compared to $454,178 as of June 30, 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:

*(in thousands, except for number of stores)*

| CONSOLIDATED: | Three Months Ended June 30, 2025 |  | 2024 |  |
| --- | ---: | ---: | ---: | ---: |
| Net sales | **$556,090** | **99.5%** | $521,709 | 99.6% |
| Licensing fee income | **2,910** | **0.5%** | 1,844 | 0.4% |
| Total revenue | **559,000** | **100.0%** | 523,553 | 100.0% |
| Cost of sales (exclusive of depreciation and amortization) | **332,973** | **59.6%** | 306,424 | 58.5% |
| Gross profit | **226,027** | **40.4%** | 217,129 | 41.5% |
| Operating expenses | **263,865** | **47.2%** | 163,709 | 31.3% |
| Change in valuation of contingent payment liability | **2,420** | **0.4%** | 6,550 | 1.3% |
| (Loss) / income from operations | **(40,258)** | **(7.2%)** | 46,870 | 9.0% |
| Gain on derivatives | **9,252** | **1.7%** | — | —% |
| Interest and other (expense) / income – net | **(3,795)** | **(0.7%)** | 1,354 | 0.3% |
| (Loss) / income before provision for income taxes | **$(34,801)** | **(6.2%)** | $48,224 | 9.2% |
| Net (loss) / income attributable to Steven Madden, Ltd. | **$(39,477)** | **(7.1%)** | $35,376 | 6.8% |
| **BY SEGMENT:** |  |  |  |  |
| **WHOLESALE FOOTWEAR SEGMENT:** |  |  |  |  |
| Total revenue | **$220,139** | **100.0%** | $237,024 | 100.0% |
| Cost of sales (exclusive of depreciation and amortization) | **151,654** | **68.9%** | 157,914 | 66.6% |
| Gross profit | **68,485** | **31.1%** | 79,110 | 33.4% |
| Operating expenses | **43,580** | **19.8%** | 40,171 | 16.9% |
| Income from operations | **$24,905** | **11.3%** | $38,939 | 16.4% |
| **WHOLESALE ACCESSORIES/APPAREL SEGMENT:** |  |  |  |  |
| Total revenue | **$140,449** | **100.0%** | $148,276 | 100.0% |
| Cost of sales (exclusive of depreciation and amortization) | **100,640** | **71.7%** | 99,832 | 67.3% |
| Gross profit | **39,809** | **28.3%** | 48,444 | 32.7% |
| Operating expenses | **31,480** | **22.4%** | 26,340 | 17.8% |
| Change in valuation of contingent payment liability | **2,420** | **1.7%** | 6,550 | 4.4% |
| Income from operations | **$5,909** | **4.2%** | $15,554 | 10.5% |
| **DIRECT-TO-CONSUMER SEGMENT:** |  |  |  |  |
| Total revenue | **$195,502** | **100.0%** | $136,409 | 100.0% |
| Cost of sales (exclusive of depreciation and amortization) | **80,679** | **41.3%** | 48,678 | 35.7% |
| Gross profit | **114,823** | **58.7%** | 87,731 | 64.3% |
| Operating expenses | **159,157** | **81.4%** | 72,649 | 53.3% |
| (Loss) / income from operations | **$(44,334)** | **(22.7%)** | $15,082 | 11.1% |
| Number of stores (excludes concessions) | **399** |  | 278 |  |
| **LICENSING SEGMENT:** |  |  |  |  |
| Licensing income | **$2,910** | **100.0%** | $1,844 | 100.0% |
| Gross profit | **2,910** | **100.0%** | 1,844 | 100.0% |
| Operating expenses | **553** | **19.0%** | 462 | 25.1% |
| Income from operations | **$2,357** | **81.0%** | $1,382 | 74.9% |
| **CORPORATE:** |  |  |  |  |
| Operating expenses | **$29,095** | **—%** | $24,087 | —% |
| Loss from operations | **$(29,095)** | **—%** | $(24,087) | —% |

36

### Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024

### Consolidated

Total revenue for the three months ended June 30, 2025 increased 6.8% to $559,000, compared to $523,553 in the comparable period in the prior year, primarily attributable to incremental revenue from the newly acquired Kurt Geiger business, partially offset by a decline in the organic business primarily attributable to tariff-related impacts.

Gross profit for the three months ended June 30, 2025 was $226,027, or 40.4% of total revenue, compared to $217,129, or 41.5% of total revenue, in the comparable period in the prior year. The current-year period decrease in gross profit as a percentage of total revenue was primarily driven by tariff-related impacts affecting our Wholesale Footwear, Wholesale Accessories/Apparel, and Direct-to-Consumer segments, and a purchase accounting fair value adjustment of inventory related to Kurt Geiger, partially offset by a greater mix of the higher-margin direct-to-consumer business. Gross profit in both periods included $8,251 and $126, respectively, related to the purchase accounting fair value adjustment of inventory from acquired businesses.

Operating expenses for the three months ended June 30, 2025 were $263,865, or 47.2% of total revenue, compared to $163,709, or 31.3% of total revenue, in the comparable period in the prior year. The increase in operating expenses as a percentage of total revenue was primarily attributable to the acquisition of the Kurt Geiger business due to certain acquisition-related transaction costs. The current-year period 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 period also included $8,135 of costs related to acquisitions and the formation of new international joint ventures, $4,741 related to legal costs as a result of litigation settlements, and $522 related to certain severances and termination benefits. In addition, the current-year period included $2,420 related to the change in valuation of contingent payment liabilities. The comparable period in the prior year included a charge of $6,550 related to the change in valuation of a contingent payment liability.

Loss from operations for the three months ended June 30, 2025 was $40,258, or (7.2%) of total revenue, compared to income from operations of $46,870, or 9.0% of total revenue, in the comparable period in the prior year. The effective tax rate for the three months ended June 30, 2025 was (11.2)% compared to 23.4%, in the comparable period in the prior year. The difference between the Company’s effective tax rates was primarily due to certain non-deductible expenses related to the acquisition of the Kurt Geiger business.

Net loss attributable to Steven Madden, Ltd. for the three months ended June 30, 2025 was $39,477, compared to net income attributable to Steven Madden, Ltd. of $35,376, in the comparable period in the prior year.

### Wholesale Footwear Segment

Revenue from the Wholesale Footwear segment for the three months ended June 30, 2025 was $220,139, or 39.4% of total revenue, compared to $237,024, or 45.3% of total revenue, in the comparable period in the prior year. The decrease of 7.1% was primarily driven by tariff-related impacts in our off-price and mass merchant businesses, partially offset by incremental revenue from the newly acquired Kurt Geiger business.

Gross profit was $68,485, or 31.1% of Wholesale Footwear revenue, compared to $79,110, or 33.4%, in the comparable period in the prior year. The decrease in gross profit as a percentage of revenue was driven by the impact of new tariffs on goods imported into the United States. Gross profit in the current-year period also included $1,443 related to the purchase accounting fair value adjustment of inventory from the acquisition of the Kurt Geiger business.

Operating expenses for the three months ended June 30, 2025 were $43,580, or 19.8% of Wholesale Footwear revenue, compared to $40,171, or 16.9% of Wholesale Footwear revenue, in the comparable period in the prior year. The increase in operating expenses as a percentage of Wholesale Footwear revenue was primarily attributable to the deleveraging of operating expenses on a lower revenue base, the addition of the Kurt Geiger business and higher marketing investment. The current-year period included $350 related to certain severances and termination benefits, and $8 of acquisition costs related to the formation of new international joint ventures. The comparable period in the prior year included an expense of $865 due to acquisition costs and formation of joint ventures.

Income from operations for the three months ended June 30, 2025 totaled $24,905, or 11.3% of Wholesale Footwear revenue, compared to $38,939, or 16.4% of Wholesale Footwear revenue in the comparable period in the prior year.

### Wholesale Accessories/Apparel Segment

Revenue from the Wholesale Accessories/Apparel segment for the three months ended June 30, 2025 was $140,449, or 25.1% of total revenue, compared to $148,276, or 28.3% of total revenue, in the comparable period in the prior year. The decrease of 5.3% was primarily driven by tariff-related impacts and a decline in our off-price business, partially offset by incremental revenue from the newly acquired Kurt Geiger business.

Gross profit was $39,809, or 28.3% of Wholesale Accessories/Apparel revenue, for the three months ended June 30, 2025, compared to $48,444, or 32.7% of Wholesale Accessories/Apparel revenue, in the comparable period in the prior year. The decrease in gross profit as a percentage of revenue was driven by the impact of new tariffs on goods imported into the United States. Gross profit in both periods also included $1,814 and $126, respectively, related to the purchase accounting fair value adjustment of inventory from acquired businesses.

Operating expenses for the three months ended June 30, 2025 were $31,480, or 22.4% of Wholesale Accessories/Apparel revenue, compared to $26,340, or 17.8% of Wholesale Accessories/Apparel revenue, in the comparable period in the prior year. The increase in operating expenses as a percentage of Wholesale Accessories/Apparel revenue was primarily attributable to the deleverage of operating expenses on a lower revenue base, the addition of the Kurt Geiger business, and higher marketing investment. The current-year period also included $791 related to legal costs as a result of litigation settlements, and $223 related to certain severances and termination benefits. The current-year period and the comparable period in the prior year included expenses of $2,420 and $6,550, respectively, related to the change in valuation of contingent payment liabilities.

Income from operations for the three months ended June 30, 2025 was $5,909, or 4.2% of Wholesale Accessories/Apparel revenue, compared to $15,554, or 10.5% of Wholesale Accessories/Apparel revenue, in the comparable period in the prior year.

### Direct-to-Consumer Segment

Revenue from the Direct-to-Consumer segment for the three months ended June 30, 2025 was $195,502, or 35.0% of total revenue, compared to $136,409, or 26.1% of total revenue, in the comparable period in the prior year period. The increase of 43.3% was primarily driven by incremental revenue from our brick-and-mortar stores, concessions, and digital businesses related to the newly acquired Kurt Geiger business, partially offset by impacts from tariffs and systems implementations on the existing business. As of June 30, 2025, we operated 392 brick-and-mortar stores, seven e-commerce websites, and 130 concessions in international markets, compared to 273 brick-and-mortar stores, five e-commerce websites, and 27 concessions in international markets as of June 30, 2024. This includes 73 company-operated brick-and-mortar retail stores, including 27 outlets, as well as two e-commerce websites and 72 concessions related to Kurt Geiger.

Gross profit for the three months ended June 30, 2025 was $114,823, or 58.7% of Direct-to-Consumer revenue, compared to $87,731, or 64.3% of Direct-to-Consumer revenue, in the comparable period in the prior year. The decrease in gross profit as a percentage of revenue was primarily driven by the addition of the relatively lower gross margin concession business related to the newly acquired Kurt Geiger business and the impact of new tariffs on goods imported into the United States. Gross margin also included a purchase accounting fair value adjustment of $4,994 of the inventory from the acquisition of the Kurt Geiger business.

Operating expenses for the three months ended June 30, 2025 were $159,157, or 81.4% of Direct-to-Consumer revenue, compared to $72,649, or 53.3% of Direct-to-Consumer revenue, in the comparable period in the prior year. The increase in operating expenses as a percentage of revenue was primarily attributable to the acquisition of the Kurt Geiger business due to certain acquisition-related transaction costs. The current-year period 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 period also included $7,222 of costs related to acquisitions and the formation of new international joint ventures, and $1,450 related to legal costs as a result of litigation settlements.

Loss from operations for the three months ended June 30, 2025 was $44,334, or (22.7%) of Direct-to-Consumer revenue, compared to income from operations of $15,082, or 11.1% of Direct-to-Consumer revenue, in the comparable period in the prior year.

### Licensing Segment

Royalty income from the Licensing segment for the three months ended June 30, 2025 was $2,910, or 0.5% of total revenue, compared to $1,844, or 0.3% of total revenue, in the comparable period in the prior year. Operating expenses for the three months ended June 30, 2025 were $553, compared to $462 in the comparable period of the prior year. Income from operations for the three months ended June 30, 2025 was $2,357, compared to $1,382 in the comparable period in the prior year.

### Corporate

Corporate does not constitute a reportable segment and includes costs not directly attributable to the segments. These expenses primarily related to corporate executives, corporate finance, corporate social responsibility, legal, human resources, information technology, cybersecurity, and other shared services. Corporate operating expenses for the three months ended June 30, 2025 were $29,095, or 5.2% of total revenue, compared to $24,087, or 4.6% of total revenue, in the comparable period in the prior year.

### Results of Operations

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

*(in thousands, except for number of stores)*

| CONSOLIDATED: | Six Months Ended June 30, 2025 |  | 2024 |  |
| --- | ---: | ---: | ---: | ---: |
| Net sales | **$1,107,472** | **99.5%** | $1,072,276 | 99.7% |
| Licensing income | **5,062** | **0.5%** | 3,658 | 0.3% |
| Total revenue | **1,112,534** | **100.0%** | 1,075,934 | 100.0% |
| Cost of sales (exclusive of depreciation and amortization) | **660,240** | **59.3%** | 633,990 | 58.9% |
| Gross profit | **452,294** | **40.7%** | 441,944 | 41.1% |
| Operating expenses | **441,128** | **39.7%** | 328,428 | 30.5% |
| Change in valuation of contingent payment liability | **(2,075)** | **(0.2%)** | 8,200 | 0.8% |
| Impairment of intangibles | **—** | **—%** | 1,700 | 0.2% |
| Income from operations | **13,241** | **1.2%** | 103,616 | 9.6% |
| Gain on derivative | **9,252** | **0.8%** | — | —% |
| Interest and other (expense) / income – net | **(2,966)** | **(0.3%)** | 2,909 | 0.3% |
| Income before provision for income taxes | **$19,527** | **1.8%** | $106,525 | 9.9% |
| Income attributable to Steven Madden, Ltd. | **$946** | **0.1%** | $79,310 | 7.4% |
| **BY SEGMENT:** |  |  |  |  |
| **WHOLESALE FOOTWEAR SEGMENT:** |  |  |  |  |
| Total revenue | **$516,284** | **100.0%** | $532,685 | 100.0% |
| Cost of sales (exclusive of depreciation and amortization) | **339,108** | **65.7%** | 345,277 | 64.8% |
| Gross profit | **177,176** | **34.3%** | 187,408 | 35.2% |
| Operating expenses | **89,183** | **17.3%** | 85,354 | 16.0% |
| Income from operations | **$87,993** | **17.0%** | $102,054 | 19.2% |
| **WHOLESALE ACCESSORIES/APPAREL SEGMENT:** |  |  |  |  |
| Total revenue | **$283,622** | **100.0%** | $290,852 | 100.0% |
| Cost of sales (exclusive of depreciation and amortization) | **195,764** | **69.0%** | 197,258 | 67.8% |
| Gross profit | **87,858** | **31.0%** | 93,594 | 32.2% |
| Operating expenses | **61,612** | **21.7%** | 51,877 | 17.8% |
| Change in valuation of contingent payment liability | **(2,075)** | **(0.7%)** | 8,200 | 2.8% |
| Income from operations | **$28,321** | **10.0%** | $33,517 | 11.5% |
| **DIRECT-TO-CONSUMER SEGMENT:** |  |  |  |  |
| Total revenue | **$307,566** | **100.0%** | $248,739 | 100.0% |
| Cost of sales (exclusive of depreciation and amortization) | **125,368** | **40.8%** | 91,455 | 36.8% |
| Gross profit | **182,198** | **59.2%** | 157,284 | 63.2% |
| Operating expenses | **232,760** | **75.7%** | 142,519 | 57.3% |
| Impairment of intangible | **—** | **—%** | 1,700 | 0.7% |
| (Loss) / income from operations | **$(50,562)** | **(16.4%)** | $13,065 | 5.3% |
| Number of stores | **399** |  | 278 |  |
| **LICENSING SEGMENT:** |  |  |  |  |
| Licensing income | **$5,062** | **100.0%** | $3,658 | 100.0% |
| Gross profit | **5,062** | **100.0%** | 3,658 | 100.0% |
| Operating expenses | **880** | **17.4%** | 962 | 26.3% |
| Income from operations | **$4,182** | **82.6%** | $2,696 | 73.7% |
| **CORPORATE:** |  |  |  |  |
| Operating expenses | **56,693** | **—%** | $47,716 | —% |
| Loss from operations | **$(56,693)** | **—%** | $(47,716) | —% |

40

### Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

### Consolidated

Total revenue for the six months ended June 30, 2025 increased 3.4% to $1,112,534, compared to $1,075,934 in the comparable period in the prior year, primarily attributable to incremental revenue from the newly acquired Kurt Geiger business, partially offset by a decline in the organic business primarily attributable to tariff-related impacts.

Gross profit for the six months ended June 30, 2025 was $452,294, or 40.7% of total revenue, compared to $441,944, or 41.1% of total revenue, in the comparable period in the prior year. In the current period, the decrease in gross profit as a percentage of total revenue was driven by tariff-related impacts and a purchase accounting fair value adjustment of inventory related to Kurt Geiger, partially offset by a greater mix of the higher-margin direct-to-consumer business. Gross profit in both periods included $8,530 and $333, respectively, related to the purchase accounting fair value adjustment of inventory from acquired businesses.

Operating expenses for the six months ended June 30, 2025 were $441,128, or 39.7% of total revenue, compared to $328,428, or 30.5% of total revenue, in the comparable period in the prior year. The increase in operating expenses as a percentage of total revenue was primarily attributable to the acquisition of the Kurt Geiger business due to certain acquisition-related transaction cost. The current-year period 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 period also included $11,322 of acquisition costs related to acquisitions and the formation of new international joint ventures, $5,929 related to legal costs as a result of litigation settlements, and $2,943 related to certain severances and termination benefits. In addition, current-year period included a benefit of $2,075 related to the change in valuation of contingent payment liabilities. The comparable period in the prior year included an expense of $1,295 related to acquisition costs and the formation of joint ventures. In the comparable period in the prior year, we also recorded an expense of $8,200, due to the change in valuation of a contingent payment liability and a charge of $1,700 related to the impairment of an intangible asset.

Income from operations for the six months ended June 30, 2025 was $13,241, or 1.2% of total revenue, compared to $103,616, or 9.6% of total revenue, in the comparable period in the prior year. The effective tax rate for the six months ended June 30, 2025 was 87.0%, compared to 23.5% in the comparable period in the prior year. The difference between the Company’s effective tax rates was primarily due to certain non-deductible expenses treated as discrete items related to the acquisition of the Kurt Geiger business.

Net income attributable to Steven Madden, Ltd. for the six months ended June 30, 2025 was $946, compared to net income of $79,310 in the comparable prior-year period.

### Wholesale Footwear Segment

Revenue from the Wholesale Footwear segment for the six months ended June 30, 2025 was $516,284, or 46.4% of total revenue, compared to $532,685, or 49.5% of total revenue, in the comparable period in the prior year. The decrease of 3.1% was primarily driven by tariff-related impacts in our off-price and mass merchant businesses, partially offset by incremental revenue from the newly acquired Kurt Geiger business.

Gross profit for the six months ended June 30, 2025 was $177,176, or 34.3% of Wholesale Footwear revenue, compared to $187,408, or 35.2% of Wholesale Footwear revenue, in the comparable period in the prior year. The decrease in gross profit as a percentage of revenue was driven by the impact of new tariffs on goods imported into the United States and an unfavorable mix of our branded business. Gross profit in the current-year period also included $1,443 related to the purchase accounting fair value adjustment of inventory from the acquisition of the Kurt Geiger business.

Operating expenses for the six months ended June 30, 2025 were $89,183, or 17.3% of Wholesale Footwear revenue, compared to $85,354, or 16.0% of Wholesale Footwear revenue, in the comparable period in the prior year. The current-year period included $946 related to certain severances and termination benefits, and $80 of acquisition costs related to the formation of new international joint ventures. The comparable period in the prior year included an expense of $1,030 related to acquisition costs and the formation of joint ventures.

Income from operations for the six months ended June 30, 2025 totaled $87,993, or 17.0% of Wholesale Footwear revenue, compared to $102,054, or 19.2% of Wholesale Footwear revenue, in the comparable period in the prior year.

### Wholesale Accessories/Apparel Segment

Revenue from the Wholesale Accessories/Apparel segment for the six months ended June 30, 2025 was $283,622, or 25.5% of total revenue, compared to $290,852, or 27.0% of total revenue, in the comparable period in the prior year. The decrease of 2.5% was primarily driven by tariff-related impacts and a decline in our off-price business, partially offset by incremental revenue from the newly acquired Kurt Geiger business.

Gross profit for the six months ended June 30, 2025 was $87,858, or 31.0% of Wholesale Accessories/Apparel revenue, compared to $93,594, or 32.2% of Wholesale Accessories/Apparel revenue, in the comparable period in the prior year. The decrease in gross profit as a percentage of revenue was driven by the impact of new tariffs on goods imported into the United States. Gross profit in both periods included $2,093 and $333, respectively, related to the purchase accounting fair value adjustment of inventory from acquired businesses.

Operating expenses for the six months ended June 30, 2025 were $61,612, or 21.7% of Wholesale Accessories/Apparel revenue, compared to $51,877, or 17.8% of Wholesale Accessories/Apparel revenue, in the comparable period in the prior year. The increase in operating expenses as a percentage of Wholesale Accessories/Apparel revenue was primarily attributable to the deleverage of operating expenses on a lower revenue base, and our continued investment in marketing and advertising. The current-year period also included $1,979 related to legal costs as a result of litigation settlements, and $327 related to certain severances and termination benefits. The current-year period also includes a benefit of $2,075 related to the change in valuation of contingent payment liabilities. The comparable period in the prior year included a charge of $8,200 related to the change in valuation of a contingent payment liability.

Income from operations for the Wholesale Accessories/Apparel segment for the six months ended June 30, 2025 was $28,321, or 10.0% of Wholesale Accessories/Apparel revenue, compared to $33,517, or 11.5% of Wholesale Accessories/Apparel revenue, in the comparable period in the prior year.

### Direct-to-Consumer Segment

Revenue from the Direct-to-Consumer segment for the six months ended June 30, 2025 was $307,566, or 27.6% of total revenue, compared to $248,739, or 23.1% of total revenue, in the comparable period in the prior year. The increase of 23.7% was driven by incremental revenue from our brick-and-mortar stores, concessions, and digital businesses related to the newly acquired Kurt Geiger business, partially offset by impacts from tariffs and systems implementations on the existing business.

Gross profit for the six months ended June 30, 2025 was $182,198, or 59.2% of Direct-to-Consumer revenue, compared to $157,284, or 63.2% of Direct-to-Consumer revenue, in the comparable period in the prior year. The decrease in gross profit as a percentage of revenue was primarily due to a purchase accounting fair value adjustment of $4,994 of inventory from acquired businesses and the addition of the relatively lower gross margin concessions business related to the newly acquired Kurt Geiger business.

Operating expenses for the six months ended June 30, 2025 were $232,760, or 75.7% of Direct-to-Consumer revenue, compared to $142,519, or 57.3% of Direct-to-Consumer revenue, in the comparable period in the prior year. The increase in operating expenses as a percentage of revenue was primarily attributable to the acquisition of the Kurt Geiger business due to certain acquisition-related transaction costs. The current-year period 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 period also included $7,692 of costs related to acquisitions and the formation of new international joint ventures, $1,450 related to legal costs as a result of litigation settlements, and $915 related to certain severances and termination benefits. The comparable period in the prior year included a charge of $1,700 related to the impairment of an intangible.

Loss from operations for the six months ended June 30, 2025 was $50,562, or (16.4)% of Direct-to-Consumer revenue, compared to income from operations of $13,065, or 5.3% of Direct-to-Consumer revenue, in the comparable period in the prior year.

### Licensing Segment

Royalty income from the Licensing segment for the six months ended June 30, 2025 was $5,062, or 0.5% of total revenue, compared to $3,658, or 0.4% of total revenue, in the comparable period in the prior year. Operating expenses for the six months ended June 30, 2025 were $880, compared to $962 in the comparable period in the prior year. Income from operations for the three months ended June 30, 2025 was $4,182, compared to $2,696 in the comparable period in the prior year.

### Corporate

Corporate does not constitute a reportable segment and includes costs not directly attributable to the segments. These expenses primarily related to corporate executives, corporate finance, corporate social responsibility, legal, human resources, information technology, cybersecurity, and other shared services. Corporate operating expenses for the six months ended June 30, 2025 were $56,693 or 5.1% of total revenue, compared to $47,716 or 4.4% of total revenue, in the comparable period in the prior year.

### Liquidity and Capital Resources

Our primary sources of liquidity are cash flows from operations, cash, cash equivalents, short-term investments and borrowing capacity under our Credit Agreement. Cash, cash equivalents, and short-term investments totaled $111,854 and $203,408 at June 30, 2025 and December 31, 2024, respectively, and of the total cash, cash equivalents, and short-term investments as of June 30, 2025, $97,869, or approximately 87%, was held in our foreign subsidiaries, and 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.

As of June 30, 2025, we had working capital of $501,184, cash and cash equivalents of $111,714, short-term investments of $140, and $829 in letters of credit outstanding.

### 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 $405,348, 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 June 30, 2025, the total outstanding borrowings under our Credit Agreement in the form of cash borrowings and standby letters of credit were $300,000 and $829, respectively.

We believe that based on our current financial position and available cash, cash equivalents, short-term investments, 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.

Subsequent to quarter-end, on August 1, 2025, the Company made a voluntary early repayment of $7,500 on its term loan facility using cash on hand. This repayment was not contractually required and reflects the Company’s strong liquidity position and commitment to reducing leverage and interest expense over time. Under the terms of the Credit Agreement, the first scheduled principal repayment was not due until October 1, 2025.

### 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 was $47,635 for the six months ended June 30, 2025, compared to $93,801 in the same period of the prior year. The decrease in cash provided by operations was primarily driven by a decrease in net income and unfavorable changes to accounts payable, accrued expenses and other current liabilities, partially offset by favorable changes in accounts receivable.

### Investing Activities

Cash used in investing activities was $377,856 for the six months ended June 30, 2025, which consisted of $371,554 related to the acquisition of the Kurt Geiger business (net of cash acquired), capital expenditures of $17,516 for leasehold improvements, new stores, and systems enhancements and $2,196 related to the acquisitions of joint ventures. This was partially offset by $13,410 related to proceeds from the sales of short-term investments.

### Financing Activities

Cash provided by financing activities was $249,466 for the six months ended June 30, 2025, which primarily consisted of net transaction-related borrowings of $300,000, partially offset by dividends paid of $30,435, financing costs paid of $8,955 in connection with the Credit Agreement, net settlements of stock awards of $8,198.

### Contractual and Other Obligations

### Firm Commitments

Our contractual obligations as of June 30, 2025 were as follows:

| Contractual Obligations | Payment due by period Total | Remainder of 2025 | 2026-2027 | 2028-2029 | 2030 and after |
| --- | ---: | ---: | ---: | ---: | ---: |
| Operating lease obligations(1) | **$286,703** | **$35,119** | **$111,666** | **$68,973** | **$70,945** |
| Purchase obligations(2) | **304,870** | **304,870** | **—** | **—** | **—** |
| Future minimum royalty and advertising payments(3) | **9,000** | **3,000** | **6,000** | **—** | **—** |
| Employment Agreements(4) | **55,054** | **5,086** | **17,985** | **16,491** | **15,492** |
| **Total** | **$655,627** | **$348,075** | **$135,651** | **$85,464** | **$86,437** |

(1) Refer to Note 6 – Leases to the Condensed Consolidated Financial Statements included in this Quarterly Report 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 13 – Commitments, Contingencies, and Other to the Condensed Consolidated Financial Statements included in this Quarterly Report 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 outstanding letters of credit of $829 outstanding as of June 30, 2025 related to the purchase of inventory and 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 13 – Commitments, Contingencies, and Other to the Condensed Consolidated Financial Statements included in this Quarterly Report for further information.

### Dividends

On July 29, 2025, our Board of Directors approved a quarterly cash dividend. The quarterly dividend of $0.21 per share is payable on September 23, 2025 to stockholders of record as of the close of business on September 12, 2025.

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

There have been no material changes to our critical accounting policies and the use of estimates from the disclosures reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission on March 3, 2025.

## Market risk

As filed, 5,541 characters.

#### ($ in thousands)

### Interest Rate Risk

We do not engage in the trading of market risk sensitive instruments in the normal course of business.

As of June 30, 2025, we had outstanding borrowings of $300,000 under our new senior secured term loan facility under the Credit Agreement (See Note 15 – Credit Agreement), which bears interest at a variable rate based on a benchmark rate (e.g., Term SOFR) plus an applicable margin. Borrowings under our $250,000 revolving credit facility, if utilized in the future, would bear interest at variable rates. Our interest expense is therefore subject to fluctuations in market interest rates. A hypothetical 100 basis point increase in interest rates would increase annual interest expense by approximately $3,000 on our term loan balance, excluding the potential impact of any future borrowings under our revolving credit facility.

Our collection agency agreements with Rosenthal & Rosenthal, Inc. and CIT Group/Commercial Services, can be found in Note 16 – Factoring Agreements, respectively, to the Condensed Consolidated Financial Statements included in this Quarterly Report.

As of June 30, 2025, we held short-term investments valued at $140, which consist of time deposits. We have the ability to hold these investments until maturity.

### Foreign Currency Exchange Rate Risk

We face market risk to the extent that our U.S. or foreign operations involve the transaction of business in foreign currencies. In addition, our inventory purchases are primarily done in foreign jurisdictions and inventory purchases may be impacted by fluctuations in the exchange rates between the U.S. dollar and the local currencies of our contract manufacturers, which could have the effect of increasing the cost of goods sold in the future. We manage these risks primarily by denominating these purchases in U.S. dollars. To mitigate the risk of purchases that are denominated in foreign currencies, we may enter into forward foreign exchange contracts for terms of no more than two years. A description of our accounting policies for derivative financial instruments is included in Note 12 – Derivative Instruments to the Condensed Consolidated Financial Statements.

The acquisition of Kurt Geiger significantly increases our exposure to foreign currency exchange rate risk. Kurt Geiger generates a substantial portion of its revenue and incurs significant expenses in British pounds sterling (GBP), while our consolidated financial statements are reporting in U.S. dollars (USD). As a result, our reporting results are subject to translation adjustments based on fluctuations in GBP/USD exchange rates. Additionally, future cash flows from Kurt Geiger’s operations may be affected by changes in foreign currency exchange rates. We actively monitor our foreign currency exposures and, from time to time, enter into hedging arrangements to mitigate the impact of exchange rate fluctuations on our financial results. However, these hedging activities may not fully offset our exposure to currency movements and could involve additional costs or risks.

As of June 30, 2025, we had entered into forward foreign exchange contracts with notional amounts totaling $112,893. We performed a sensitivity analysis based on a model that measures the impact of a hypothetical change in foreign currency exchange rates to determine the effects that market risk exposures may have on the fair values of our forward foreign exchange contracts that were outstanding as of June 30, 2025. As of June 30, 2025, a 10% increase or decrease of the U.S. dollar against the exchange rates for foreign currencies under forward foreign exchange contracts, with all other variables held constant, would result in a net increase or decrease in the fair value of our derivatives portfolio of approximately $385, which is immaterial to the Condensed Consolidated Financial Statements.

In addition, we are exposed to translation risk in connection with our foreign operations because our subsidiaries and joint ventures in these international markets utilize the local currency as their functional currency, and those financial results are translated into U.S. dollars. Therefore, currency exchange rates may affect the comparability of financial results between reporting periods and fiscal years.

As of June 30, 2025, the U.S. dollar had depreciated approximately 10.8% on a year-to-date basis, based on movements in the U.S. dollar index. While fluctuations in exchange rates can affect both our operating results and financial position, including the translation of results from our foreign subsidiaries, we have evaluated the impact of this deprecation and determined that these currency movements did not result in a material change in our overall foreign currency risk exposure as of the end of the quarter. We continue to monitor exchange rate developments and assess their potential effect on our financial results and hedging activities.

### Inflation Risk

Inflationary factors generally affect us by reducing consumer spending, increasing our labor and overhead costs, and negatively impacting our direct sales to end consumers and our sales to our wholesale customers, which may adversely affect our results of operations, and financial position. We have historically been able to minimize the impacts of inflation by raising prices, renegotiating costs, changing suppliers, and improving operating efficiencies. However, no assurance can be given that we will be able to offset such inflationary impacts in the future.

## Controls and procedures

As filed, 2,321 characters.

### Disclosure Controls and Procedures

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter covered by this Quarterly Report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were, as of the end of the fiscal quarter covered by this Quarterly Report, effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

### Changes in Internal Control Over Financial Reporting

As required by Rule 13a-15(d) under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated our internal controls over financial reporting to determine whether any changes occurred during the quarter covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As permitted by the rules and regulations of the SEC, due to the timing of the closing of the acquisition of the Kurt Geiger business, our management's assessment as to the effectiveness of internal control over financial reporting did not include the internal controls of Mercury Acquisitions Topco Limited d/b/a Kurt Geiger, which we acquired on May 6, 2025. The acquired business constituted 30.8% of consolidated total assets as of June 30, 2025, and 7.9% of consolidated total revenue for the six months ended June 30, 2025.

Otherwise, there were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

## Risk factors

As filed, 8,063 characters.

You are encouraged to review the discussion of Forward-Looking Statements and Risk Factors appearing in this report at Part I, “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Other than the following risk factor, there have been no material developments with respect to the information previously reported under Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 3, 2025.

***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, will require substantial management time and attention and may divert resources from other priorities and initiatives. The integration process may involve 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 new senior secured credit facility consisting of a $300,000 term loan and a $250,000 revolving credit facility. The full amount of the term loan remains outstanding as of June 30, 2025. 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 will require us to dedicate a significant portion of our cash flow to the repayment of principal and interest, which will reduce funds available for working capital, capital expenditures, share repurchases, dividends, acquisitions, and other general corporate purposes. In addition, our new 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.

***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 $200,000 in goodwill and identifiable intangible assets on our Condensed 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.

***Additional tariffs on product imported to the United States, 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.***

The Company’s business is impacted by, and subject to, risks related to tariffs and other trade policies put in place by the United States or other countries. In 2025, the U.S. government announced the imposition of additional tariffs and reciprocal tariffs on most goods imported into the United States. Multiple nations, including China, responded with reciprocal tariffs and other trade actions, which triggered the U.S. government to increase the reciprocal tariffs on countries that retaliated against the U.S. enacted trade policy. The U.S. accounted for 81.4% of our global sales in fiscal year 2024, with a substantial amount of our products imported to the United States primarily sourced from China, Vietnam, Cambodia, and other Asian countries impacted by reciprocal tariffs.

The recent enactment of tariffs by the government of the United States, along with the unpredictability of the tariff rates, poses a significant risk to our business operations, has, and may continue to, materially increase our costs and reduce our margins. The tariffs has, and may also lead to additional order cancellations and higher pricing for our products, reducing consumer demand and further impacting our sales volume. We are actively monitoring the impact of any tariffs that become effective, as well as potential retaliatory tariffs imposed by other countries. We are currently analyzing strategies that can be taken to moderate or minimize the effects of these trade actions, including evaluating the country of origin for sourcing product into the United States and diversifying our supply chain, negotiating with suppliers, and adjusting our pricing strategies. However, there can be no assurance that these measures will be successful, or that they will offset the negative impact of the tariffs on our business.

Given the uncertainty regarding scope and duration of the current and potential tariffs, as well as the potential for additional trade actions by the United States or other countries, the specific impact to our business, results of operations, cash flows, and financial condition is uncertain, but could continue to be material.

Filed Aug 5, 2025.
Source: SEC EDGAR, the filing index for accession 0001628280-25-037646. Last ingested by Listed: Oct 24, 2026, 15:00 ET. No prices; not investment advice.