SHOO 10-K & 10-Q changes, risk factors and insider trading
Steven Madden, Ltd. · Nasdaq · Footwear, (No Rubber) · CIK 913241 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “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.”
New heading “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.”
New heading “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.”
New heading “Our business could be adversely affected by data security breaches or privacy failures involving our systems or those of our third-party partners.”
New heading “Risks related to the deployment of artificial intelligence and machine learning could adversely impact our operations and financial condition.”
Removed heading “Our business and reputation could be adversely affected if our computer systems, or the systems of our business partners, or service providers, become subject to a data security, or privacy breach, or other disruption from a third party.”
Removed heading “The failure to complete our acquisition of Kurt Geiger in a timely fashion, or at all, may adversely affect our business and our stock price.”
Largest changes
“Consummation of our planned acquisition of Mercury Acquisitions Topco Limited, which is the holding company for the Kurt Geiger business (the “KG Transaction”) is subject to certain closing conditions, including (i) the expiration or termination of all waiting periods applicable to the KG Transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (ii) no law, order, decree or judgment is in effect that restrains, enjoins, prohibits or makes illegal the consummation of the KG Transaction; …”see in full comparison
“We must also comply with increasingly rigorous regulatory standards for the protection of business and personal data enacted in the United States, Europe, and elsewhere. Some examples include the European Union’s General Data Protection Regulation (the “GDPR”), the California Consumer Privacy Act ("CCPA"), and the California Privacy Rights Act ("CPRA"). These regulations impose additional obligations on companies concerning the handling of personal data and provides certain individual privacy rights to persons whose data is stored. …”see in full comparison
“Our business and reputation could be adversely affected if our computer systems, or the systems of our business partners, or service providers, become subject to a data security, or privacy breach, or other disruption from a third party.”see in full comparison
“Changes in laws or policies governing the terms of trade, and in particular increased trade restrictions, tariffs, or taxes on imports from countries where we manufacture products, such as China and Mexico, could have a material adverse effect on our business and financial results. For example, in recent years, both the United States and China have imposed new tariffs on each other related to the importation of certain product categories, including imports of select footwear, accessories, and apparel into the United States from China. In February 2025, the U.S. …”see in full comparison
“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.”see in full comparison
“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.”see in full comparison
Full comparison: every changed paragraph (69)
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, including Aldo, Sam Edelman, and Vince Camuto,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 these and 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.
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 licensees’ 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 brick-and-mortar retailwholesale customers who fail to successfully integrate their physical retail stores, and digital retailchannels 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.
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 most of 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.
•pricing, presentation and promotional strategies of the products offered and sold;
We extendsell creditproducts to most of our wholesale customers,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 requireotherwise usincrease our exposure to assume more credit risk relating to the customer's accounts payable.
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.
GlobalInflationary inflationpressures hashave also contributed to higher freight costs, which negatively affected our gross margin and profitability forin theprevious year ended December 31, 2024years, and may continue to have a negative effect on our future operating results and profitability.
We do not own or operate any foreign manufacturing facilities and are therefore dependent upon third parties to manufacture all of our products. In 2024,2025, 76.6%56.1% of our total purchases were manufactured in China.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 suppliessuppliers 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 policiespolicies, tariffs, retaliatory trade actions taken by other countries, and tariffsresulting imposedtrade bywars thehave United States governmenthad, and themay governmentscontinue ofto other nations could havehave, a material adverse effectimpact on our business andbusiness, results of operations.operations, and financial condition.
Our operations rely on the global sourcing, manufacturing, and sale of products, and our supply chain is subject to the risks inherent in international trade,trade. includingThese potentialrisks include changes in trade policies, increases in import duties, anti-dumping measures, quotas, safeguard measures, trade restrictions, restrictions on fund transfers, and currency fluctuations.fluctuations, Additionally, certainand geopolitical factors,factors such as political instability andor terrorism,trade maydisputes. furtherAny impactof these factors could disrupt our abilitysupply tochain sourceor productsincrease efficiently.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.
Changes in laws or policies governing the terms of trade, and in particular increased trade restrictions, tariffs, or taxes on imports from countries where we manufacture products, such as China and Mexico, could have a material adverse effect on our business and financial results. For example, in recent years, both the United States and China have imposed new tariffs on each other related to the importation of certain product categories, including imports of select footwear, accessories, and apparel into the United States from China. In February 2025, the U.S. administration announced a 10% tariff on imports from China, where a significant portion of our products is sourced, with an effective date of February 4th, 2025, and further announced that an additional 10% tariff on imports from China and a potential 25% tariff on imports from Mexico and Canada are scheduled to take effect on March 4th, 2025. We are closely monitoring this evolving situation and evaluating our responses, which may include shifts in sourcing strategies, price adjustments, or other cost-mitigation measures. However, there can be no assurance that we will be able to fully mitigate the impact of such tariffs or trade restrictions. At this time, the overall impact on our business related to these tariffs remains uncertain and depends on multiple factors, including the duration and potential expansion of current tariffs, future changes to tariff rates, scope, or enforcement, retaliatory measures by impacted trade partners, inflationary effects and broader macroeconomic responses, changes to consumer purchasing behavior, and the effectiveness of our responses in managing these challenges.
If the United States decides to impose additional tariffs on a broader range of imports, including, but not limited to, footwear, accessories, apparel, or any other goods imported from China, or other countries or if further retaliatory trade measures are taken by China or other countries in response to additional tariffs, there can be no assurance that we will be able to offset all related increased costs. This potential increase in costs could be material to our business operations, especially given approximately 76.6% of our products was sourced from China in 2024. We cannot predict if, and to what extent, there will be changes to international trade agreements or the resulting impact of any such changes on our business operations.
Our products and our licensees’ products are manufactured by numerous independent manufacturers outside of the United States. We also have license agreements that permit our licensees to manufacture or contract to manufacture products using our trademarks. We impose, and require our licensees to impose, on these manufacturersmanufacturers, 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 a product recallrecalls 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.
Disruption of our information technology systems andor websitese-commerce platforms could adverselyhave affecta material and adverse impact on our financial results and ourbrand business reputation.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;
We are heavily dependent upon our information technology systems to record and process transactions and manage and operate all aspects of our business. We also have e-commerce websites for direct retail sales.
Given the nature of our business and the significant number of transactions in which we engage annually, it is essential that we maintain constant operation of our information technology systems and websites and that they operate effectively. We depend on our in-house information technology, employees and third parties, including “cloud” service providers, to maintain and periodically update and upgrade our systems and websites to support the growth of our business. We also maintain off-site server data facilities that record and process information regarding our vendors and customers and their transactions with us. Our information technology systems and websites may, from time to time, be vulnerable to damage or interruption from events such as computer viruses, security breaches, power outages, and difficulties in replacing or integrating the systems of acquired businesses. Any such problems or interruptions could result in loss of valuable business data, our customers' or employees' personal information, disruption of our operations, and other adverse impacts to our business and require significant expenditures by us to remediate any such failure, problem, or breach. In addition, we must comply with increasingly complex regulatory standards enacted to protect business and personal data and an inability to maintain compliance with these regulatory standards could subject us to legal risks and penalties. Although we maintain disaster recovery centers and insurance coverage aimed at addressing certain of these risks, there can be no assurance that insurance coverage will be available, or that the amounts of coverage will be adequate to cover a specific loss.
Our business and reputation could be adversely affected if our computer systems, or the systems of our business partners, or service providers, become subject to a data security, or privacy breach, or other disruption from a third party.
In addition to our own confidential and proprietary business information, a routine part of our business includes the gathering, processing, and retention of sensitive and confidential information pertaining to our customers, employees, and others. We, our business partners, or our service providers may not have the resources or technical sophistication to anticipate or prevent the rapidly evolving and complex cyber-attacks being unleashed by increasingly sophisticated hackers and data thieves. As a result, our facilities and information technology systems, as well as those of our business partners and third-party service providers, may be vulnerable to cyber-attacks and breaches, acts of vandalism, ransomware, software viruses and other similar types of malicious activities. Any actual or threatened cyber-attack may cause us to incur unanticipated costs, including costs related to the hiring of additional computer experts, business interruption, engaging third-party cybersecurity consultants, and upgrading our information security technologies. As a result of recent security breaches at a number of prominent companies, the media and public scrutiny of information security and privacy has become more intense and the regulatory environment has become more uncertain. Any compromise or breach of our information technology systems or those of our business partners or service providers that results in the misappropriation, loss, or other unauthorized disclosure of a customer’s or other person’s private, confidential, or proprietary information could result in:
•a loss of confidence in us by our customers and business partners;
•a violation applicable privacy and other laws;
•an exposure toclass-action litigation and significant potentialstatutory liabilityliabilities; or
•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.
•a requirement to expend significant resources to remedy any such breach and redress any damages cause by such a breach.
We must also comply with increasingly rigorous regulatory standards for the protection of business and personal data enacted in the United States, Europe, and elsewhere. Some examples include the European Union’s General Data Protection Regulation (the “GDPR”), the California Consumer Privacy Act ("CCPA"), and the California Privacy Rights Act ("CPRA"). These regulations impose additional obligations on companies concerning the handling of personal data and provides certain individual privacy rights to persons whose data is stored. Our compliance with existing, proposed, and recently enacted laws (including implementation of the privacy and process enhancements required by these regulations) and regulations can be costly. Any failure by us to comply with these regulatory standards could subject us to significant legal, financial, and reputational harm. We did not have any material cases of information security breaches in the last three years, and we have not incurred any material expenses from security breaches, penalties, or settlements during this period.
Management's Discussion & Analysis (MD&A)
New heading “Acquisition of Kurt Geiger and Credit Agreement”
Largest changes
“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.”see in full comparison
“Our actual results could be materially and adversely impacted by ongoing inflationary pressures, as well as broader macroeconomic and geopolitical uncertainties, including the wars in Ukraine and the Middle East. Inflation has contributed to higher costs for raw materials, labor, and logistics, which in turn have impacted consumer spending patterns and overall demand for our product. …”see in full comparison
“Operating expenses in 2024 were $698,936, or 30.6% of total revenue, as compared to $612,672, or 30.9% of total revenue, in 2023. The decrease in operating expenses as a percentage of total revenue was primarily attributable to expense leverage on a higher revenue base. …”see in full comparison
“Additionally, during the third quarter of 2024, the Company decided to discontinue the use of its Almost Famous brand and transition its marketing and sales efforts under the Madden Girl brand. As a result of this decision, the Company reassessed the carrying amount of its Almost Famous trademark for impairment in accordance with ASC 350, Intangibles – Goodwill and Other. Based on this assessment, the Company determined that the estimated future cash flows related to the Almost Famous trademark was less than its carrying value, and therefore, the asset was impaired. …”see in full comparison
Operating expenses insee in full comparison20242025 were $137,183, or 21.4% of Wholesale Accessories/Apparel revenue, as compared to $111,206, or 16.8% of Wholesale Accessories/Apparel revenue,as compared to $73,740, or 17.7% of Wholesale Accessories/Apparel revenue,in2023.2024. Thedecreaseincrease in operating expenses as a percentage of Wholesale Accessories/Apparel revenue was primarily attributable toexpensetheleveragedeleveraging of operating expenses on ahigherlower revenuebase.base,Operatingandexpensesour continued investment in2024marketing 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 ofnew internationaljoint ventures, and $326ofrelated to working capitaladjustmentadjustments in connection with the Almost Famous acquisition.Operating expenses in 2023 included acquisition costs of $1,505 for Almost Famous. In 2024, we also recorded a pre-tax charge of $8,635 related to the impairment of a trademark and an expense of $2,722 due to the change in valuation of a contingent consideration liability.
“Operating expenses in 2024 were $314,003, or 57.1% of Direct-to-Consumer revenue, compared to $279,827, or 55.2% of Direct-to-Consumer revenue, in 2023. The increase in operating expenses as a percentage of revenue was attributable to higher marketing expenses and occupancy-related costs. Operating expenses in 2024 included $5,090 related to acquisition costs and the formation of new international 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. …”see in full comparison
Full comparison: every changed paragraph (92)
Steven Madden, Ltd. and its subsidiaries designs,design, sources,source, and marketsmarket 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, Mexico, and Europe.Mexico. Additionally, thewe Company operatesoperate in other international markets through itsour 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 storesstores, third-party concessions in international markets, and e-commerce websites,platforms, in the United States, the United Kingdom, Europe, 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 withinwith short lead times.speed-to-market.
•Wholesale Footwear. This segment designs, sources, and markets our brands and sells our productsproducts, 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 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, the United Kingdom, Europe, 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 MaddenMadden, Kurt Geiger London, Dolce Vita, and Dolce VitaCarvela full-price retail stores, Steve MaddenMadden, Kurt Geiger London, and Carvela outlet stores, directly-operated e-commerce platforms, directly-operated concessions in international markets, and directly-operatedalso e-commerceoperates websites.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, andas well as through our joint ventures in international markets.
•Licensing. This segment engages in the licensing of the Steve Madden® and, 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.
As of January 2023, the Company no longer serves as a buying agent for any of its customers, and as a result, no longer reports under the First Cost segment. This change is not considered to have a material or meaningful impact on the Company's operations.
Acquisition of the ATM Collection. In November 2024, we expanded our brand portfolio and business operations by acquiring the ATM Collection ("ATM") for approximately $9,783. ATM is a lifestyle brand specializing in elevated basics for men and women. This acquisition strengthens our presence in the high-end fashion market and aligns with our strategic growth initiatives. ATM is based in the United States and is included within our Wholesale Accessories/Apparel and Direct-to-Consumer segments.
Australia Joint Venture. In OctoberJanuary 2024,2025, wethe formedCompany acquired a joint venture with Luxury Ventures Pte. Ltd, a well-known distributor of luxury and retail goods throughout Southeast Asia, acquiring a 51.0%50.1% controlling financial interest in the newly formed entity, SM DistributionFashion SingaporeAustralia Pte.Pty Ltd. with a contribution of $1,020. This joint venture was formed withto expand the intentiondistribution toof distribute Steve Madden’sour products primarilyacross Australia and New Zealand through retailwholesale and e-commercedirect-to-consumer channelschannels. throughoutThe Singapore.results Thisof this joint venture isare included within ourthe Wholesale Footwear, Wholesale Accessories/Apparel, and Direct-to-Consumer segment.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.
Joint Venture. In August 2024, we completed the acquisition of the remaining 49.0% non-controlling interest in our China joint venture in the amount of $1,500. The China joint venture was formed in 2019 and is the exclusive distributor of our products in China.
Acquisition of Kurt Geiger. On February 12, 2025, the Company entered into a sale and purchase deed (the “Purchase Agreement”), by and among SML UK Holding Ltd., a wholly-owned subsidiary of Steve Madden and various entities comprising the Fifth Cinven Fund, Bain & Company, Inc., Squam Lake Investors X LP, and certain individuals, pursuant to which the Purchaser has agreed to acquire the entire issued share capital of Mercury Acquisitions Topco Limited, a private limited company incorporated under the laws of Jersey and the holding company for the Kurt Geiger business.
The Company intends to fund the acquisition through a combination of debt financing and Steve Madden cash. In connection with and concurrently with the entry into the Purchase Agreement, Steve Madden entered into a commitment letter (the "Commitment Letter"), dated February 12, 2025, with Citizens Bank, JPMorgan Chase Bank, and Citibank (the "Commitment Parties"), pursuant to which, among other things, the Commitment Parties have committed to provide debt financing for the Transaction, consisting of senior secured credit facilities of up to an aggregate total of $550,000, which includes a $300,000 term loan and a $250,000 revolving credit facility, on the terms and conditions set forth in the Commitment Letter. The obligations of the Commitment Parties to provide debt financing under the Commitment Letter are subject to a number of customary conditions including, without limitation, execution and delivery of definitive documentation consistent with the Commitment Letter. Refer to Note 21 – Subsequent Events for further details.
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.
The global economy and retail sector are influenced by a range of factors that impact consumer behavior and business operations. Persistent inflation, high interest rates, foreign currency fluctuations, bank failures, and recession concerns continue to affect consumer discretionary income, spending habits, and overall sentiment in the United States and key international markets. In response to these pressures, many retailers, particularly in the United States, have adopted more aggressive promotional strategies to offset declines in foot traffic, improve conversion rates, and manage elevated inventory levels.
The department store sector has undergone significant structural changes, including consolidations, restructurings, bankruptcies, and an increase in store closures. At the same time, the geopolitical landscape remains uncertain, with recent political transitions potentially affecting international trade relations, tax and import regulations, and broader economic stability. These factors could create headwinds for our global business performance.
Additionally, ongoing military conflicts have contributed to inflationary pressures, unfavorable foreign currency exchange rates, rising energy costs, food shortages, and financial market volatility, all of which influence consumer confidence. While these conflicts led to our voluntary suspension of operations in Russia and a limited presence in Israel, they have not had a material impact on our financial statements. However, the broader economic ramifications of these conflicts remain a factor in shaping the retail environment in which we operate.
InWhile responsethe tomacroeconomic theseenvironment ongoingis challenges,ever-evolving, we areremain steadfast in our commitment to executing the following key strategic initiatives, which are aimed at driving long-term growth and improvingcreating operationalshareholder efficiencyvalue:
•WinningWin 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, accessoriesaccessories, and apparel categories that resonate with theour consumer.consumers.
•InvestingInvest in marketing. Continue investing in full-funnel marketing to deepen our connection with consumers.
•ExpandingExpand in international markets. Expanding our international businesses in the Americas (ex. U.S.), EMEAEMEA, and APAC regions.regions remains our largest long-term growth initiative.
•GrowingGrow non-footwear categories. Expanding our product offerings across various categories outside of footwear, including handbags, accessories, and apparel.
•ExpandingExpand Direct-to-Consumer led by digital. Expanding our direct-to-consumer business with a focus on growing our digital business, including by optimizing our site functionality, personalization, and digital marketing, to enhance theour 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.
Inflation
Our actual results could be materially and adversely impacted by ongoing inflationary pressures, as well as broader macroeconomic and geopolitical uncertainties, including the wars in Ukraine and the Middle East. Inflation has contributed to higher costs for raw materials, labor, and logistics, which in turn have impacted consumer spending patterns and overall demand for our product. These pressures have negatively impacted both our wholesale and direct-to-consumer businesses, and may continue to do so despite efforts by central banks around the world, including in the United States, to combat inflation. Historically, we have mitigated the impact of rising costs through price adjustments, supplier negotiations, cost optimization initiatives, and operational efficiencies. However, there is no assurance that we will be able to fully offset future inflationary pressures, which could impact our profitability, margins, and overall financial performance.
Tariffs
In February 2025, the U.S. administration announced a 10% tariff on imports from China, where a significant portion of our products is sourced, with an effective date of February 4th, 2025, and further announced that an additional 10% tariff on imports from China and a potential 25% tariff on imports from Mexico and Canada are scheduled to take effect on March 4th, 2025. We are closely monitoring this evolving situation and evaluating our response, which may include shifts in sourcing strategies, price adjustments, or other cost-mitigation measures. However, there can be no assurance that we will be able to fully mitigate the impact of such tariffs or trade restrictions. Future impacts are unknown at this time and could materially and adversely affect our business, financial condition, and results of operations. For further discussion of related risks, see Item 1A. “Risk Factors.”
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 22,21, 2024,2025, June 21,20, 2024,2025, September 23, 2024,2025 and December 27,26, 2024.2025. The aggregate cash dividends paid for the twelve monthsyear ended December 31, 20242025 was $61,039.$60,962.
On February 25,24, 2025,2026, our Board of Directors approved a quarterly cash dividend of $0.21 per share payable on March 21,20, 20252026 to stockholders of record as of the close of business on March 10,11, 2025.2026.
Total revenue for 20242025 was $2,282,927,$2,534,109, an increase of 15.2%11.0% as compared to 2023.2024 driven by the acquisition of the Kurt Geiger business. Net income attributable to Steven Madden, Ltd. was $169,390$44,661 in 20242025 compared to $171,554$169,390 in 2023.2024. Our effective tax rate for 20242025 was 23.7%36.9% compared to 21.1%23.7% in 2023.2024. Diluted earnings per share in 20242025 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 compared to diluted income of $2.30 per share on 74,565 diluted weighted average shares outstanding in 2023.2024.
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.
As of December 31, 2024, we had 291 brick-and-mortar retail stores and five e-commerce websites in operation, compared to 255 brick-and-mortar retail stores and five e-commerce websites as of December 31, 2023. This increase resulted from the opening of 54 brick-and-mortar stores, mostly in international markets, and one e-commerce website, offset by the closure of 18 brick-and-mortar stores and one e-commerce website. The Company also operated 42 concessions in international markets as of December 31, 2024, up from 25 concessions at the end of 2023.
Our inventory turnover (calculated on a trailing four quarter average) was 5.63.8 times for both the years ended December 31, 20242025 and 2023.2024. 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 compared to 71 days in 2023.2024. As of December 31, 2024,2025, we had $203,408$112,423 in cash, cash equivalents, and short-term investments, no debt, and total stockholders’ equity of $875,997.$903,982. Working capital was $474,992 as of December 31, 2025, compared to $480,974 as of December 31, 2024, compared to $477,208 as of December 31, 2023.2024.
AsAmid wea lookdynamic ahead,operating environment, we remain focused on executing our strategic priorities: delivering trend-right product, deepening connections with our consumers, growingexpanding our international business,businesses, expandinggrowing our non-footwear categories, enhancingexpanding our digitaldirect-to-consumer commercebusiness business,led by digital, strengthening our core U.S. wholesale business, and efficiently managing our inventory and expenses,expenses. whileAt continuingthe tosame maketime, meaningfulwe progressare onadvancing our corporate social responsibility initiatives.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.
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.
Total revenue for the year ended December 31, 2024 increased 15.2% to $2,282,927 compared to $1,981,582 in 2023, driven by growth in the Wholesale Accessories/Apparel, Direct-to-Consumer, and Wholesale Footwear segments.
Gross profit in 20242025 was $936,932,$1,049,469, or 41.0%41.4% of total revenue, as compared to $832,414,$936,932, or 42.0%41.0% of total revenue, in the prior year. The decreaseincrease in gross profit as a percentage of total revenue was driven by the acquisition of Almost Famous and a greater mix of the privatehigher-margin labeldirect-to-consumer footwearbusiness, business.primarily Inrelated 2024to the acquisition of Kurt Geiger, partially offset by tariff-related impacts. Gross profit in both years also included $30,891 and 2023, gross profit included $435 and $2,023,$435, respectively, related to thepurchase accounting fair value step-upadjustments 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.
Operating expenses in 2024 were $698,936, or 30.6% of total revenue, as compared to $612,672, or 30.9% of total revenue, in 2023. The decrease in operating expenses as a percentage of total revenue was primarily attributable to expense leverage on a higher revenue base. Operating expenses in 2024 included an expense of $6,378 related to acquisition costs, the formation of new international joint ventures, and the reorganization of foreign entities, $3,377 related to legal costs as a result of litigation settlements and earnout-related litigation, $3,199 related to a loss on the divestiture of a business, $1,758 related to certain severances and termination benefits, and $326 of working capital adjustment in connection with the Almost Famous acquisition. Operating expenses in 2023 included $3,803 related to certain severances, termination benefits, and a corporate office relocation, acquisition costs of $2,443 primarily for Almost Famous and the formation of international joint ventures, and $538 related to the dissolution of an entity in Asia. In 2024, we also recorded a pre-tax charge of $10,335 related to the impairment of trademarks and an expense of $2,722 due to the change in valuation of a contingent consideration liability. In 2023, we also recorded a pre-tax charge of $6,520 related to the impairment of a trademark.
Income from operations in 20242025 increaseddecreased to $80,771, or 3.2% of total revenue, as compared to $224,939, or 9.9% of total revenue, as compared to $213,222, or 10.8% of total revenue, in 2023.2024. The effective tax rate for 20242025 was 23.7%36.9% compared to 21.1%23.7% in 2023.2024. The increasedifference between the Company’s effective tax rates was primarily due to anon-deductible lower tax benefitexpenses related to equity-basedthe awardsacquisition andof anthe increaseKurt inGeiger pre-tax income in jurisdictions with higher tax rates. Net income attributable to Steven Madden, Ltd. in 2024 was $169,390 compared to $171,554 in 2023.business.
Net income attributable to Steven Madden, Ltd. in 2025 was $44,661 compared to $169,390 in 2024.
Revenue from the Wholesale Footwear segment for the year ended December 31, 20242025 was $1,035,190, or 40.9% of total revenue, as compared to $1,059,440, or 46.4% of total revenue, asin compared2024. toThe $1,048,448, or 52.9%decrease of total revenue, in 2023. The increase of 1.0%2.3% was primarily driven by growthtariff-related inimpacts on our privateoff-price labeland businessmass merchant businesses, partially offset by aincremental declinerevenue infrom the brandedacquisition business.of Kurt Geiger.
Gross profit in 20242025 was $346,570, or 33.5% of Wholesale Footwear revenue, compared to $366,601, or 34.6% of Wholesale Footwear revenue, compared to $370,631, or 35.4% of Wholesale Footwear revenue, in 2023.2024. The decrease in gross profit as a percentage of revenue was primarily attributabledriven by the impact of tariffs on goods imported into the United States. Gross profit in the current-year also included $4,650 related to athe greaterpurchase mixaccounting fair value adjustments of ourinventory privatein labelconnection business.with the Kurt Geiger acquisition.
Operating expenses in 20242025, were $192,244, or 18.6% of Wholesale Footwear revenue, as compared to $175,389, or 16.6% of Wholesale Footwear revenue, as compared to $165,681, or 15.8% of Wholesale Footwear revenue, in 2023.2024. The increase in operating expenses as a percentage of Wholesale Footwear revenue wasprimarily mainlyreflects duethe 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 higherlegal payroll-relatedcosts expenses.as Operatinga expensesresult inof 2024litigation 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 certain litigation settlements, and $387 related to certain severances and termination benefits, and $278 related to acquisition costs and the formation of new international joint ventures. Operating expenses in 2023 included costs of $2,712 related to the dissolution of an entity in Asia, $1,546 related to certain severances, termination benefits, and a corporate office relocation, and $929 related to the formation of new international joint ventures.
In 2025, we recorded a benefit of $259 related to the change in valuation of a contingent payment liability.
Revenue from the Wholesale Accessories/Apparel segment for the year ended December 31, 20242025 was $640,662, or 25.3% of total revenue, compared to $662,673, or 29.0% of total revenue, comparedin to2024. $416,532,The or 21.0%decrease of total revenue, in 2023. The increase of 59.1%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 AlmostKurt Famous and strength in the Steve Madden handbag business.Geiger.
Gross profit in 20242025 was $196,232, or 30.6% of Wholesale Accessories/Apparel revenue, compared to $212,997, or 32.1% of Wholesale Accessories/Apparel revenue, compared to $135,168, or 32.5% of Wholesale Accessories/Apparel revenue, in 2023.2024. The declinedecrease in gross profit as a percentage of revenue was duedriven toby the additionimpact of tariffs on goods imported into the AlmostUnited FamousStates. business.Gross Inprofit 2024in both years also included $6,603 and 2023, gross profit included $435 and $2,023,$435, respectively, related to the purchase accounting fair value step-upadjustments of inventory from acquired businesses.
Operating expenses in 20242025 were $137,183, or 21.4% of Wholesale Accessories/Apparel revenue, as compared to $111,206, or 16.8% of Wholesale Accessories/Apparel revenue, as compared to $73,740, or 17.7% of Wholesale Accessories/Apparel revenue, in 2023.2024. The decreaseincrease in operating expenses as a percentage of Wholesale Accessories/Apparel revenue was primarily attributable to expensethe leveragedeleveraging of operating expenses on a higherlower revenue base.base, Operatingand expensesour continued investment in 2024marketing 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 new international joint ventures, and $326 ofrelated to working capital adjustmentadjustments in connection with the Almost Famous acquisition. Operating expenses in 2023 included acquisition costs of $1,505 for Almost Famous. In 2024, we also recorded a pre-tax charge of $8,635 related to the impairment of a trademark and an expense of $2,722 due to the change in valuation of a contingent consideration liability.
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.
Revenue from the Direct-to-Consumer segment for the year ended December 31, 20242025 was $845,666, or 33.4% of total revenue, as compared to $550,153, or 24.1% of total revenue, as compared to $506,494, or 25.6% of total revenue, in 2023.2024. The increase of 8.6%53.7% was driven by growthincremental inrevenue bothfrom ourthe brick-and-mortaracquisition andof e-commerceKurt businesses.Geiger. DuringWe 2024, we opened 54 brick-and-mortar stores and closed 18 resulting inhad a total of 291399 brick-and-mortar stores as compared to 255291 brick-and-mortar stores as of December 31, 2023.2024. We also openedhad oneseven e-commerce websiteplatforms. and closed one e-commerce website ending the year with five e-commerce websites. Additionally, weWe operated 42a total of 133 concessions in international markets as of December 31, 2024,2025, up from 2542 concessions at the end of 2023.2024. 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.
What changed in the latest 10-Q
Risk Factors
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.”
In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 2, 2026 (the “2025 Form 10-K”) which could materially affect our business, financial condition, operating results, earnings, or stock price, in various ways. The risks described in the 2025 Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or operating results.
During the three months ended June 30, 2026, there have been no material changes from the risk factors previously disclosed under Part I, Item 1A, “Risk Factors” in the 2025 Form 10-K.
Full comparison: every changed paragraph (1)
During the three months ended MarchJune 31,30, 2026, there have been no material changes from the risk factors previously disclosed under Part I, Item 1A, “Risk Factors” in the 2025 Form 10-K.
Management's Discussion & Analysis (MD&A)
New heading “Results of Operations”
New heading “Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025”
New heading “Wholesale Footwear Segment”
New heading “Wholesale Accessories/Apparel Segment”
New heading “Direct-to-Consumer Segment”
New heading “Licensing Segment”
Largest changes
“Following the Supreme Court ruling, the current administration implemented a new global 10% tariff under Section 122 of the Trade Act of 1974 and initiated additional trade actions, including investigations under Section 301 of the Trade Act of 1974, that may result in further tariffs. …”see in full comparison
“Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025”see in full comparison
“Global trade policy remained a significant area of focus during the second quarter of 2026. Following the United States Supreme Court’s February 2026 decision concluding that certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) were not authorized, and the U.S. Court of International Trade’s (“CIT”) subsequent order directing U.S. …”see in full comparison
“Operating expenses for the six months ended June 30, 2026 for the Direct-to-Consumer segment were $287,625, or 62.3% of Direct-to-Consumer revenue, compared to $232,760, or 75.7% of Direct-to-Consumer revenue, in the comparable period in the prior year. …”see in full comparison
“Operating expenses for the six months ended June 30, 2026 were $528,633, or 40.1% of total revenue, compared to $441,128, or 39.7% 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 Kurt Geiger, higher incentive compensation, and higher distribution and logistics expenses. …”see in full comparison
Operating expenses for the three months endedsee in full comparisonMarchJune31,30, 2026 were$258,293,$270,340, or39.5%40.6% of total revenue, compared to$177,263,$263,865, or32.0%47.2% of total revenue, in the comparable period in the prior year. Theincreasedecrease in operating expenses as a percentage of total revenue was primarily attributable to theacquisitionone-time recognition ofKurt Geiger, as well as higher incentivecompensationandexpensewarehouseofexpenses.$38,819 in the prior-year period resulting from the reallocation of acquisition-related sellers proceeds from institutional sellers to management sellers in excess of their respective pre-acquisition equity ownership. Thecurrent-yearprior-year period also included charges of$1,163 related to certain severances and termination benefits, $840 related to legal costs as a result of litigation settlements and earnout-related litigations, and $261$8,135 related to acquisition costs and the formation of international jointventures.ventures, $4,741 related to legal costs resulting from litigation settlements, and $522 related to certain severances and termination benefits. Thecomparablesecondperiodquarterinofthe prior year2026 included charges of$3,187$3,386ofrelatedacquisitionto legal costsandresultingthefromformationlitigationofsettlements,international joint ventures, $2,421$1,486 related to certain severances and termination benefits, and$1,188$329 related tolegalacquisition costsasandatheresultformation oflitigationjointsettlements.ventures.
Full comparison: every changed paragraph (82)
The following discussion of our financial condition and results of operations for the three and six months ended MarchJune 31,30, 2026 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.
•our ability to adapt to our business model to rapid changes in the retail industry;
•changes in trade policies, additional tariffs on product imported to the United States,States or other territories where we operate, retaliatory trade actions taken by other countries, and resulting trade wars;
•our reliance on independent manufacturers to produce and deliver products in a timely manner or to meet our quality standards if we experience a supply chain disruption and we are unable to secure an alternative source offor raw materials or endour products;
•our exposure to risks associated with increased indebtedness used to finance the acquisition of Kurt Geiger, including related debt service requirements;
•litigation or other legal proceedings could divert management resources and result in additional costs;
•the actions of our licensees andthat may result in diminished brand integrity;
OurThe businesssecond operationsquarter –of and the broader industry –2026 continued to be influenced in the first quarter of 2026shaped by aan dynamic and uncertainevolving macroeconomic environment, requiring ongoing agilityflexibility across our sourcing, supply chain, and go-to-market strategies.
Global trade policy remained a significant area of focus during the second quarter of 2026. Following the United States Supreme Court’s February 2026 decision concluding that certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) were not authorized, and the U.S. Court of International Trade’s (“CIT”) subsequent order directing U.S. Customs and Border Protection (“CBP”) to provide refunds of previously collected amounts, including applicable interest, the administration continued to pursue alternative trade measures, including the imposition of tariffs under Sections 301 and 122 of the Trade Act of 1974, as well as other statutory authorities that may be used to impose tariffs or other import restrictions. In addition, the ongoing review of the United States-Mexico-Canada Agreement (“USMCA”), together with developments relating to other trade agreements and international trade arrangements, has contributed to, and may continue to contribute to, uncertainty in the global trade environment. At this time, the timing, scope, and magnitude of tariff-related impacts remain uncertain and will depend on future developments in U.S. trade policy, trade agreement negotiations, judicial proceedings, and regulatory actions. In response to this evolving environment, we have continued to maintain diversified sourcing strategies, selectively adjust pricing where appropriate, and pursue cost management initiatives.
During the first quarter of 2026, there were significant legal developments affecting certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). On February 20, 2026, the United States Supreme Court ruled that such tariffs were not authorized, and on March 4, 2026, the U.S. Court of International Trade directed U.S. Customs and Border Protection (“CBP”) to refund amounts previously collected, including applicable interest.
Following the Supreme Court ruling, the current administration implemented a new global 10% tariff under Section 122 of the Trade Act of 1974 and initiated additional trade actions, including investigations under Section 301 of the Trade Act of 1974, that may result in further tariffs. While the elimination of IEEPA tariffs is expected to have a favorable impact on gross margin, the imposition of additional tariffs, including those under Section 122 and potential measures arising from Section 301 actions, has partially offset and may continue to offset such benefits and could adversely affect our financial results.
Accordingly, the timing and magnitude of tariff-related impacts remain uncertain and will depend on future developments in global trade policy, including the imposition of new tariffs or changes to existing measures. With this evolving global trade environment, we have continued to maintain diversified sourcing strategies, selectively adjust pricing, and further emphasize cost management initiatives.
Interest rates in the United States and certain international markets have moderated from prior peaks,peaks but remain elevated relative to historical levels, continuing to influence consumer borrowing costs and discretionary spending patterns. Consumer demand has shownremained mixed trends across channels and regions, reflecting ongoing sensitivity to pricing, inflationary pressures, and broader economic uncertainty. Foreign currency volatility and concerns aroundregarding global economic growth have also continued to impactinfluence consumer sentiment.
Geopolitical developments remaincontinued anto importantinfluence backdrop.the global operating environment during the quarter. Ongoing conflicts in Ukraine and the Middle East, including heightenedpersistent tensions involving Iran, astogether well aswith broader strategic tensions between the United States and China, have contributedcontinued to continuedcontribute volatility andto uncertainty in global markets. These conditions have affected, and may continue to affect, supply chains, trade flows, input costs, freight markets, and broader global business operations.
AtThe retail environment continues to evolve as consumers increasingly expect integrated shopping experiences across digital and physical channels. We remain focused on strengthening our omnichannel capabilities and enhancing the sameconsumer time,experience structuralthrough changescontinued investments in thee-commerce, retaildata landscape continue to shape industry dynamics. Consumers increasingly favor omnichannel and direct-to-consumer shopping experiences, with heightened expectations around convenience, personalization,analytics, and digital engagement. These trends reinforceAcross the importancewholesale ofchannel, ourcustomers have continued investmentsto in e-commerce capabilities, data analytics, and consumer experience. Wholesale partners have also remained focused on disciplinedprioritize inventory managementdiscipline and cautious purchasingbuying behaviorpatterns in responselight to theof ongoing macroeconomiceconomic and trade-related uncertainty.
On MayJuly 5,29, 2026, our Board of Directors approved a quarterly dividend of $0.21 per share payable on JuneSeptember 19,24, 2026 to stockholders of record as of the close of business on JuneSeptember 8,11, 2026.
Total revenue for the quarter ended MarchJune 31,30, 2026 increased 18.0%19.1% to $653,096,$665,865, compared to $553,534$559,000 in the same period of last yearyear, primarily driven by the acquisition of Kurt Geiger.Geiger Duringand a strong performance in the quarterlegacy endedbranded Marchbusiness, 31,partially 2026,offset we recordedby a benefitdecline of $55,090 to costs of sales related toin the IEEPAprivate tarifflabel refund on goods imported into the United States and sold in 2025.business. Net income attributable to Steven Madden, Ltd. was $71,822$27,727 in the firstsecond quarter of 2026, compared to a net incomeloss of $40,423$39,477 in the same period of last year. Our effective tax rate for the firstsecond quarter of 2026 was 24.7%,26.6%, compared to 24.1%(11.2)% in the same period of last year. Diluted income per share was $1.00$0.38 per share on 71,87672,164 diluted weighted average shares outstanding, compared to diluted earningsloss per share of $0.57$0.56 per share on 71,05570,870 diluted weighted average shares outstanding in the firstsecond quarter of the prior year.
Our inventory turnover (calculated on a trailing four quarter average) for the quarter ended MarchJune 31,30, 2026 was 3.43.6 times, compared to 5.34.6 times at MarchJune 31,30, 2025. Excluding the Kurt Geiger business, our inventory turnover for the quarter ended MarchJune 31,30, 2026 was 4.74.8 times.times, compared to 5.2 times for the quarter ended June 30, 2025. Our total Company accounts receivable average collection days decreased to 6261 days in the firstsecond quarter of 2026, compared to 7371 days in the firstsecond quarter of 2025. As of MarchJune 31,30, 2026, we had $77,157$94,739 in cash and cash equivalents, and total stockholders’ equity of $947,248.$972,104. Working capital was $577,532$441,931 as of MarchJune 31,30, 2026, compared to $491,459$501,184 as of MarchJune 31,30, 2025.
Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025
Total revenue for the three months ended MarchJune 31,30, 2026 increased 18.0%19.1% to $653,096,$665,865, compared to $553,534$559,000 in the comparable period in the prior year,year. The increase was due to incremental revenue from the acquisition of Kurt Geiger.Geiger and a strong performance in the legacy branded business, partially offset by a decline in the private label business.
Gross profit for the three months ended MarchJune 31,30, 2026 was $357,420,$309,659, or 54.7%46.5% of total revenue, compared to $226,267,$226,027, or 40.9%40.4% of total revenue, in the comparable period in the prior year. The increase in gross profit as a percentage of total revenue was primarily driven by a benefit of $55,090 recognized in cost of sales relateddue to the expected recovery of previously incurred IEEPA tariffs on inventory sold in the prior year, the addition of Kurt Geiger, higher average selling prices, a reduction in promotional activity, a smaller negative impact from tariffs, and a lower penetration of the private label business.business, partially offset by higher freight costs. The comparable period in the prior year included a charge of $280$8,251 related to the purchase accounting fair value adjustmentsadjustment of inventory from acquiredthe businesses.acquisition of the Kurt Geiger business.
Operating expenses for the three months ended MarchJune 31,30, 2026 were $258,293,$270,340, or 39.5%40.6% of total revenue, compared to $177,263,$263,865, or 32.0%47.2% of total revenue, in the comparable period in the prior year. The increasedecrease in operating expenses as a percentage of total revenue was primarily attributable to the acquisitionone-time recognition of Kurt Geiger, as well as higher incentive compensation andexpense warehouseof expenses.$38,819 in the prior-year period resulting from the reallocation of acquisition-related sellers proceeds from institutional sellers to management sellers in excess of their respective pre-acquisition equity ownership. The current-yearprior-year period also included charges of $1,163 related to certain severances and termination benefits, $840 related to legal costs as a result of litigation settlements and earnout-related litigations, and $261$8,135 related to acquisition costs and the formation of international joint ventures.ventures, $4,741 related to legal costs resulting from litigation settlements, and $522 related to certain severances and termination benefits. The comparablesecond periodquarter inof the prior year2026 included charges of $3,187$3,386 ofrelated acquisitionto legal costs andresulting thefrom formationlitigation ofsettlements, international joint ventures, $2,421$1,486 related to certain severances and termination benefits, and $1,188$329 related to legalacquisition costs asand athe resultformation of litigationjoint settlements.ventures.
InDuring the three months ended MarchJune 31,30, 2026, we recorded anno expense of $385 related to the changechanges in valuationthe fair value of contingent payment liabilities. In the comparable period in the prior year, we recorded a benefitexpense of $4,495$2,420 related to the changechanges in valuationthe fair value of contingent payment liabilities.
Income from operations for the three months ended MarchJune 31,30, 2026 was $98,742,$39,319, or 15.1%5.9% of total revenue, compared to $53,499,a loss from operations of $40,258, or 9.7%(7.2)% of total revenue,revenue in the comparable period in the prior year. The effective tax rate for the three months ended MarchJune 31,30, 2026 was 24.7%,26.6% compared to 24.1%(11.2)%, in the comparable period in the prior year. The difference between the Company’s effective tax rates was primarily due to annon-deductible increaseexpenses intreated pre-taxas incomediscrete initems jurisdictionsrelated withto higherthe taxacquisition rates.of the Kurt Geiger business.
Net income attributable to Steven Madden, Ltd. for the three months ended MarchJune 31,30, 2026 was $71,822,$27,727, compared to $40,423a net loss of $39,477 in the comparable period in the prior year.
Revenue from the Wholesale Footwear segment for the three months ended MarchJune 31,30, 2026 was $278,866,$240,044, or 42.7%36.0% of total revenue, compared to $296,145,$220,139, or 53.5%39.4% of total revenue, in the comparable period in the prior year. The decreaseincrease of 5.8%9.0% was primarily driven by strong growth in the branded business, partially offset by a decline in the private label business, partially offset by incremental revenue from the acquisition of Kurt Geiger.business.
Gross profit for the Wholesale Footwear segment was $85,331, or 35.5% of Wholesale Footwear revenue, for the three months ended MarchJune 31,30, 2026 was $136,010, or 48.8% of Wholesale Footwear revenue,2026, compared to $108,691,$68,485, or 36.7% of Wholesale Footwear revenue,31.1%, in the comparable period in the prior year. The increase in gross profit as a percentage of revenue was primarily driven by a benefit of $28,270 recognized in cost of sales relateddue to the expected recovery of previously incurred IEEPA tariffs on inventory sold in the prior year, higher average selling prices, a smaller negative impact from tariffs, and a lower penetration of the private label business, partially offset by higher freight costs. The comparable period in the prior year 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 MarchJune 31,30, 2026 for the Wholesale Footwear segment were $55,635,$54,576, or 20.0%22.7% of Wholesale Footwear revenue, compared to $45,603,$43,580, or 15.4%19.8% of Wholesale Footwear revenue, in the comparable period in the prior year. The increase in operating expenses as a percentage of Wholesale Footwear revenue primarily reflects higher incentive compensation and warehousehigher expenses,distribution theand deleveraginglogistics expenses. The second quarter of operating expenses on a lower revenue base, and the acquisition of Kurt Geiger. The current-year period2026 also included charges of $600$1,334 related to legal costs resulting from litigation settlements, $945 related to certain severances and termination benefits, and $35$46 related to acquisition costs and the formation of international joint ventures. The comparable period in the prior year included $644$350 of costs related to certain severances and termination benefits,benefits and $72$8 of acquisition costs related to the formation of new international joint ventures.
Income from operations for the three months ended MarchJune 31,30, 2026 for the Wholesale Footwear segment totaled $80,375,$30,755, or 28.8%12.8% of Wholesale Footwear revenue, compared to $63,088,$24,905, or 21.3%11.3% of Wholesale Footwear revenue,revenue in the comparable period in the prior year.
Revenue from the Wholesale Accessories/Apparel segment for the three months ended MarchJune 31,30, 2026 was $164,781,$167,461, or 25.2%25.1% of total revenue, compared to $143,173,$140,449, or 25.9%25.1% of total revenue, in the comparable period in the prior year. The increase of 15.1%19.2% was dueprimarily todriven incrementalby revenuestrong fromgrowth in the acquisitionbranded ofbusiness, Kurtpartially Geiger.offset by a decline in the private label business.
Gross profit for Wholesale Accessories/Apparel segment was $57,940, or 34.6% of Wholesale Accessories/Apparel revenue, for the three months ended MarchJune 31,30, 2026 was $82,170, or 49.9% of Wholesale Accessories/Apparel revenue,2026, compared to $48,049,$39,809, or 33.6%28.3% of Wholesale Accessories/Apparel revenue, in the comparable period in the prior year. The increase in gross profit as a percentage of revenue was primarily driven by a benefit of $16,185 recognized in cost of sales relateddue to the expected recovery of previously incurred IEEPA tariffs on inventory sold in the prior year, higher average selling prices, a mixsmaller benefitnegative impact from the addition of Kurt Geiger,tariffs, and a lower penetration of the private label business.business, partially offset by higher freight costs. The comparable period in the prior year included a charge of $280$1,814 related to the purchase accounting fair value adjustmentsadjustment of inventory from acquiredthe businesses.acquisition of the Kurt Geiger business.
Operating expenses for the three months ended MarchJune 31,30, 2026 for the Wholesale Accessories/Apparel segment were $37,840,$36,057, or 23.0%21.5% of Wholesale Accessories/Apparel revenue, compared to $30,132,$31,480, or 21.0%22.4% of Wholesale Accessories/Apparel revenue, in the comparable period in the prior year. The increasedecrease in operating expenses as a percentage of Wholesale Accessories/Apparel revenue wasreflects primarily attributable to the acquisitionleveraging of Kurtoperating Geiger,expenses ason well asa higher warehouserevenue expenses and incentive compensation.base. The current-yearsecond periodquarter of 2026 also included charges of $347$602 related to legal costs resulting from earnout-related litigation and $322 related to certain severances and termination benefits, and $308 related to legal costs as a result of earnout-related litigation.benefits. The comparable period in the prior year included charges of $743$791 related to legal costs resulting from litigation settlements and $223 related to certain severances and termination benefits, and $549 related to legal costs as a result of earnout-related litigation.benefits.
InDuring the three months ended MarchJune 31,30, 2026,2025, we recorded a charge of $385$2,420 related to the change in valuationfair value of contingent payment liabilities. In the comparable period of 2025, we recorded a benefit of $4,495 related to the change in valuation of contingent payment liabilities.
Income from operations for the three months ended June 30, 2026 for the Wholesale Accessories/Apparel segment for the three months ended March 31, 2026 was $43,945,$21,883, or 26.7%13.1% of Wholesale Accessories/Apparel revenue, compared to $22,412,$5,909, or 15.7%4.2% of Wholesale Accessories/Apparel revenue, in the comparable period in the prior year.
Revenue from the Direct-to-Consumer segment for the three months ended MarchJune 31,30, 2026 was $206,013,$255,409, or 31.5%38.4% of total revenue, compared to $112,064,$195,502, or 20.2%35.0% of total revenue, in the comparable period in the prior year.year period. The increase of 83.8%30.6% was primarily driven by incremental revenue from the acquisition of Kurt Geiger and a strong performance of the Steve Madden full-price businessperformance in theboth Unitedour States.brick-and-mortar stores and e-commerce businesses. As of MarchJune 31,30, 2026, we operated 387382 brick-and-mortar stores, eight e-commerce websites, and 162164 concessions in international markets. ThisAs includesof 73June company-operated30, 2025, we operated 392 brick-and-mortar retail stores, threeseven e-commerce websites, and 65 concessions related to the Kurt Geiger business. As of March 31, 2025, we operated 314 brick-and-mortar stores, five e-commerce websites, and 61130 concessions in international markets.
Gross profit for the three months ended MarchJune 31,30, 2026 for the Direct-to-Consumer segment was $135,804,$163,437, or 65.9%64.0% of Direct-to-Consumer revenue, compared to $67,375,$114,823, or 60.1%58.7% of Direct-to-Consumer revenue, in the comparable period in the prior year. The increase in gross profit as a percentage of revenue was primarilydue drivento higher average selling prices, a reduction in promotional activity, and a smaller negative impact from tariffs, partially offset by higher freight costs. The comparable period in the prior year included a benefitcharge of $10,635 recognized in cost of sales$4,994 related to the expectedpurchase recoveryaccounting fair value adjustment of previously incurred IEEPA tariffs on inventory sold in the prior year, as well as a mix benefit from the additionacquisition of the Kurt Geiger.Geiger business.
Operating expenses for the three months ended MarchJune 31,30, 2026 for the Direct-to-Consumer segment were $137,388,$150,237, or 66.7%58.8% of Direct-to-Consumer revenue, compared to $73,603,$159,157, or 65.7%81.4% of Direct-to-Consumer revenue, in the comparable period in the prior year. The increasedecrease in operating expenses as a percentage of revenue was primarily attributable to higherthe incentiveone-time recognition of compensation andexpense logisticsof expenses.$38,819 in the prior-year period resulting from the reallocation of acquisition-related sellers proceeds from institutional sellers to management sellers in excess of their respective pre-acquisition equity ownership. The current-yearprior-year period also included charges of $532$7,222 related to acquisition costs and the formation of international joint ventures and $1,450 related to legal costs resulting from litigation settlements. The second quarter of 2026 included charges of $922 related to legal costs as a result of litigation settlements, $227$277 related to acquisition costs and the formation of joint ventures, and $57$172 related to certain severances and termination benefits. The comparable period in the prior year included charges of $639 related to legal costs as a result of litigation settlements, $469 of acquisition costs related to the formation of international joint ventures, and $301 related to certain severances and termination benefits.
LossIncome from operations for the three months ended MarchJune 31,30, 2026 for the Direct-to-Consumer segment was $1,584,$13,200, or 0.8%5.2% of Direct-to-Consumer revenue, compared to $6,228,a loss from operations of $44,334, or 5.6%(22.7)% of Direct-to-Consumer revenue, in the comparable period in the prior year.
Royalty income from the Licensing segment for the three months ended MarchJune 31,30, 2026 was $3,436,$2,951, or 0.5%0.4% of total revenue, compared to $2,152,$2,910, or 0.4%0.5% of total revenue, in the comparable period in the prior year. Operating expenses for the three months ended MarchJune 31,30, 2026 were $259,$1,016, compared to $327$553 in the comparable period inof the prior year. The current period included charges of $528 related to legal costs resulting from litigation settlements. Income from operations for the three months ended MarchJune 31,30, 2026 was $3,177,$1,935, compared to $1,825$2,357 in the comparable period in the prior year.
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 MarchJune 31,30, 2026 were $27,171$28,454, or 4.2%4.3% of total revenue, compared to $27,598$29,095, or 5.0%5.2% of total revenue, in the comparable period in the prior year. The comparablecurrent period in the prior year included charges of $2,614 related to acquisition costs and $686$47 related to certain severances and termination benefits.benefits, and $6 related to acquisition costs and the formation of joint ventures.
Results of Operations
The following tables set forth information on operations for the periods indicated:
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Consolidated
Total revenue for the six months ended June 30, 2026 increased 18.6% to $1,318,961, compared to $1,112,534 in the comparable period in the prior year. The increase was driven by the acquisition of Kurt Geiger and a strong performance in the legacy branded business, partially offset by a decline in the private label business.
Gross profit for the six months ended June 30, 2026 was $667,079, or 50.6% of total revenue, compared to $452,294, or 40.7% of total revenue, in the comparable period in the prior year. The increase in gross profit as a percentage of total revenue was due to the refund of IEEPA tariffs, the acquisition of Kurt Geiger, higher average selling prices, a smaller negative impact from tariffs, and lower penetration of the private label business, partially offset by higher freight costs. The comparable period in the prior year included a charge of $8,530 related to purchase accounting fair value adjustment of inventory from acquired businesses.
Operating expenses for the six months ended June 30, 2026 were $528,633, or 40.1% of total revenue, compared to $441,128, or 39.7% 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 Kurt Geiger, higher incentive compensation, and higher distribution and logistics expenses. The first half of 2026 also included charges of $4,226 related to legal costs resulting from litigation settlements and earnout-related litigations, $2,649 related to certain severances and termination benefits, and $591 related to acquisition costs and the formation of international joint ventures. The comparable period in the prior year included $38,819 of compensation expense resulting from the reallocation of acquisition-related sellers proceeds from institutional sellers to management sellers in excess of their respective pre-acquisition equity ownership, as well as charges of $11,322 related to acquisition costs and the formation of international joint ventures, $5,929 related to legal costs resulting from litigation settlements, and $2,943 related to certain severances and termination benefits.
During the six months ended June 30, 2026, we recorded an expense of $385 related to the change in fair value of contingent payment liabilities. In the comparable period in the prior year, we recorded a benefit of $2,075 related to the change in fair value of contingent payment liabilities.
Income from operations for the six months ended June 30, 2026 was $138,061, or 10.5% of total revenue, compared to $13,241, or 1.2% of total revenue, in the comparable period in the prior year. The effective tax rate for the six months ended June 30, 2026 was 25.2%, compared to 87.0% in the comparable period in the prior year. The difference between the Company’s effective tax rates was primarily due to 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, 2026 was $99,549, compared to $946 in the comparable period in the prior year.
Wholesale Footwear Segment
Revenue from the Wholesale Footwear segment for the six months ended June 30, 2026 was $518,910, or 39.3% of total revenue, compared to $516,284, or 46.4% of total revenue, in the comparable period in the prior year. The increase of 0.5% was primarily driven by the acquisition of Kurt Geiger and a strong performance in the legacy branded business, partially offset by a decline in the private label business.
Gross profit for the six months ended June 30, 2026 for the Wholesale Footwear segment was $221,341, or 42.7% of Wholesale Footwear revenue, compared to $177,176, or 34.3% of Wholesale Footwear revenue, in the comparable period in the prior year. The increase in gross profit as a percentage of revenue was due to the refund of IEEPA tariffs, higher average selling prices, a smaller negative impact from tariffs, a lower penetration of the private label business, partially offset by higher freight costs. The comparable period in the prior year 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, 2026 for the Wholesale Footwear segment were $110,211, or 21.2% of Wholesale Footwear revenue, compared to $89,183, or 17.3% 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 due to higher incentive compensation and higher distribution and logistics expenses. The first half of 2026 also included charges of $1,545 related to certain severances and termination benefits, $1,334 related to legal costs resulting from litigation settlements, and $81 related to acquisition costs and the formation of international joint ventures. The comparable period in the prior year included costs of $946 related to certain severances and termination benefits, and $80 of acquisition costs related to the formation of new international joint ventures.
Income from operations for the six months ended June 30, 2026 for the Wholesale Footwear segment totaled $111,130, or 21.4% of Wholesale Footwear revenue, compared to $87,993, or 17.0% 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, 2026 was $332,242, or 25.2% of total revenue, compared to $283,622, or 25.5% of total revenue, in the comparable period in the prior year. The increase of 17.1% was primarily driven by the acquisition of Kurt Geiger and a strong performance in the legacy branded business, partially offset by a decline in the private label business.
Gross profit for the six months ended June 30, 2026 for the Wholesale Accessories/Apparel segment was $140,110, or 42.2% of Wholesale Accessories/Apparel revenue, compared to $87,858, or 31.0% of Wholesale Accessories/Apparel revenue, in the comparable period in the prior year. The increase in gross profit as a percentage of revenue was due to the refund of IEEPA tariffs, higher average selling prices, the acquisition of Kurt Geiger, a smaller negative impact from tariffs, and a lower penetration of the private label business, partially offset by higher freight costs. The comparable period in the prior year included a charge of $2,093 related to the purchase accounting fair value adjustment of inventory from acquired businesses.
Operating expenses for the six months ended June 30, 2026 for the Wholesale Accessories/Apparel segment were $73,897, or 22.2% of Wholesale Accessories/Apparel revenue, compared to $61,612, or 21.7% 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 due to the acquisition of Kurt Geiger, higher incentive compensation, and higher distribution and logistics expenses. The first half of 2026 also included charges of $910 related to legal costs resulting from earnout-related litigation and $669 related to certain severances and termination benefits. The comparable period in the prior year included charges of $1,979 related to legal costs resulting from litigation settlements and $327 related to certain severances and termination benefits.
During the six months ended June 30, 2026, we recorded a charge of $385 related to the change in fair value of contingent payment liabilities. During the comparable period in the prior year, we recorded a benefit of $2,075 related to the change in fair value of contingent payment liabilities.
SHOO insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 12 filings (7 insiders, 8 trade dates, 49,011 shares, about $2.3M). Net open-market shares: -49,011 (purchases minus sales); net value about -$2.3M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-05 | Varela Amelia |
Open-market sale | 15,000 | $48.59 | $728.9K |
| 2026-08-05 | Reed Arian Simone |
Open-market sale | 1,250 | $48.76 | $61.0K |
| 2026-08-05 | Klipper Mitchell S |
Open-market sale | 3,918 | $48.54 | $190.2K |
| 2026-08-04 | Ferrara Al |
Open-market sale | 3,918 | $48.26 | $189.1K |
| 2026-08-04 | Davis Peter Allan |
Open-market sale | 525 | $48.31 | $25.4K |
| 2026-08-01 | Keith Lisa |
Shares withheld for tax | 581 | $46.08 | $26.8K |
| 2026-06-15 | Migliorini Peter |
Open-market sale | 4,000 | $45.30 | $181.2K |
| 2026-06-15 | Reed Arian Simone |
Open-market sale | 1,100 | $45.38 | $49.9K |
| 2026-06-09 | Ciglar Christina |
Open-market sale | 5,147 | $44.74 | $230.3K |
| 2026-06-04 | Reed Arian Simone |
Open-market sale | 475 | $43.82 | $20.8K |
| 2026-06-03 | Varela Amelia |
Open-market sale | 10,000 | $43.45 | $434.5K |
| 2026-05-22 | Davis Peter Allan |
Open-market sale | 3,030 | $41.98 | $127.2K |
| 2026-05-20 | Reed Arian Simone |
Open-market sale | 648 | $39.97 | $25.9K |
| 2026-05-20 | Reed Arian Simone |
Grant/award | 2,964 | — | — |
| 2026-05-20 | Sachdev Ravi |
Grant/award | 2,964 | — | — |
| 2026-05-20 | Lynch Rose Peabody |
Grant/award | 2,964 | — | — |
| 2026-05-20 | Migliorini Peter |
Grant/award | 2,964 | — | — |
| 2026-05-20 | Kumar Maria Teresa |
Grant/award | 2,964 | — | — |
| 2026-05-20 | Klipper Mitchell S |
Grant/award | 2,964 | — | — |
| 2026-05-20 | Ferrara Al |
Grant/award | 2,964 | — | — |
| 2026-05-20 | Davis Peter Allan |
Grant/award | 2,964 | — | — |
Well-known investors holding SHOO (13F)
None of the 59 investors we track reported a position in their latest 13F.