UAA 10-K & 10-Q changes, risk factors and insider trading

Many of our products may be considered discretionary items for consumers. Many factors impact discretionary spending, including general economic conditions, unemployment, the availability of consumer credit, inflationary pressures and consumer confidence in future economic conditions. Global and U.S. economic conditions and trends in consumer discretionary spending continue to be uncertain, particularly in light of the potential impacts of changes and uncertainties related to government fiscal, monetary, tax, and trade policies, inflation volatility in the U.S. and global markets and recession fears. Consumer purchases of discretionary items tend to decline during recessionary periods when disposable income is lower or during other periods of economic instabilityinstability, uncertainty or uncertainty,inflation, which may lead to declines in sales and slow our long-term growth expectations. Any near or long-term economic disruptions in markets where we sell our products, particularly in the United States or other key markets, may materially harm our sales, profitability and financial condition and our prospects for growth.

We operate retail, distribution and warehousing facilities and offices around the world and substantially all of our manufacturers are located outside of the United States. We are subject to numerous risks and global events beyond our control whichthat could negatively impact consumer spending orspending, our own operations or the operations of our customers orand business partners, and therefore our results of operations, including: changes in diplomatic and trade relationships,relationships or trade policypolicy, including the imposition, expansion or actionsselective enforcement of foreigntariffs, sanctions or U.S.import governmental authorities impacting trade and foreign investmentrestrictions; inflation; military conflict; political or labor unrest; terrorism; public health crises,crisis, disease epidemics or pandemics; natural disasters and extreme weather conditions, which may increase in frequency and severity due to climate change; economic instability resulting in the disruption of trade from foreign countries; the imposition of new laws, regulations and rules, including those relating to sustainability and climate change, data privacy, artificial intelligence, supply chain diligence requirements, labor conditions, minimum wage, quality and safety standards and disease epidemics or other public health concerns; and changes in local economic conditions in countries where our stores, customers, manufacturers and suppliers are located.

These risks could disrupt consumer demand, hamper our ability to sell products, negatively affect the ability of our manufacturers to produce or deliver our products or procure materials and increase our cost of doing business generally, any of which could have an adverse effect on our results of operations, profitability, cash flows and financial condition. For example, geopolitical instability and ongoing conflicts in the Middle East have and may continue to cause volatility in global energy and transportation markets, including higher fuel prices, resulting in increased shipping and logistics costs. In addition, these conflicts have and may continue to adversely affect consumer discretionary spending and demand for our product. In the event that one or more of these factors make it undesirable or impractical for us to conduct business in a particular country, our business could be adversely affected.

There continues to be uncertainty in the current global trade environment due to recentongoing and potential changes in global trade policy.policy, including the imposition or expansion of tariffs. For example, the U.S. Supreme Court ruling on February 20, 2026 invalidated certain tariffs that had been imposed under the International Emergency Economic Powers Act ("IEEPA"). Immediately following the ruling, new tariffs at different rates under alternative legislative powers were initiated. However, on May 7, 2026, the U.S. Court of International Trade subsequently ruled these new tariffs to be illegal, but left them in effect pending appeal. We expect further litigation and changes related to these tariff rates during Fiscal 2027. These changes have increased and couldmay resultcontinue to increase our product costs and negatively impact our gross margins, and volatility in athe highertiming, costscope or restrictionsduration of such measures may make it difficult to forecast costs, manage inventory and mitigate their impact on thesourcing importationor ofpricing the products we sell.actions. Although we have and may continue to look for alternativediversify sourcing options, we may not be able to shift production in a timely or cost-effective manner, if at all, from various countries in which we manufacture our products to offset those costs or restrictions. Therefore, we may not be able to mitigate the entire increase to our cost resulting from tariffs and we may not be able to, or may choose not to, pass any cost increase onto consumers. Any increase in our prices could have an adverse impact on our direct sales to consumers, as well as sales by our wholesale customers and our licensees. In addition, the uncertainty in the global trade environment may have adverse impacts on capital markets or consumer discretionary spending, which could lower demand for our products. Any adverse impact on our costs or on consumer demand could have a material adverse effect on our business, financial condition and results of operations.

The market for performance apparel, footwear and accessories is highly competitive and includes manyboth new competitors,competitors as well as increased competition fromand established companies expandingthat continue to expand their production and marketing of performance products. Many of our competitors are large apparel and footwear companies with strong worldwide brand recognition. Within our international markets, we also compete with local brands that may have strong brand recognition amongst consumers within particular regions. Due to the fragmented nature of the industry, we also compete with other manufacturers, including those specializing in products similar to ours and private label offerings of certain retailers, including some of our wholesale customers. Moreover, increased speed-to-market expectations, shorter trend cycles and rapid shifts between performance and lifestyle preferences may increase the frequency and intensity of competitive product introductions and promotional activity. Failure to acknowledge or react appropriately to the entry or growth of a viable competitor or disruptive force could affect our ability to differentiate and grow our brand.

Many of our competitors have significant competitive advantages, including greater financial, distribution, marketing, digital and other resources; longer operating histories; better brand recognition among consumers; more experience in global markets; greater ability to invest in technology and adapt to changes, including the use of data analytics, generative artificial intelligence, machine learning and the digital consumer experience; greater ability to source sustainable and traceable raw materials at cost-effective prices and invest in innovations around sustainability; greater flexibility and speed in their go-to-market processes; and greater economies of scale. In addition, some of our competitors have long-term relationships with our key retail customers that are potentially more important to those customers because of the significantly larger volume and product mix that our competitors sell to them. As a result, these competitors may be better equipped than we are to influence consumer preferences or otherwise increase their market share by quickly adapting to changes in customer requirements or consumer preferences, discounting excess inventory that has been written down or written off, devoting resources to the marketing and sale of their products, including significant advertising, media placement, partnerships and product endorsement, adopting aggressive pricing policies and engaging in lengthy and costly intellectual property and other disputes.

Our industry is subject to significant pricing pressure caused by many factors, including intense competition, consolidation in the retail industry, pressure from retailers to reduce the costs of products, the amount of excess inventory in the marketplace (including at competitors and key wholesale partners) and changes in consumer demand. These factors may cause us to reduce our prices to retailers and consumers or engage in more promotional activity than we anticipate, which could negatively impact our margins and cause our profitability to decline if we are unable to offset price reductions with comparable reductions in our operating costs. Ongoing and sustained promotional activities could negatively impact our brand image.image and condition consumers to delay purchases absent discounts. On the other hand, if we are unwilling to engage in promotional activity in certain channels or categories on a scale similar to that of our competitors, for instance, to protect our premium brand positioning, and unable to simultaneously offset declining promotional activity with increased sales at premium price points, our ability to achieve short-term growth targets may be negatively impacted, which could have a material adverse effect on our results of operations, financial condition and the price of our stock.

The fabrics used by our suppliers and manufacturers are made of raw materials including petroleum-based products and cotton. Significant price fluctuations, including due to inflation, tariffs or trade relations, sanctions, military conflict (such as the conflicts in the Middle East) or other geopolitical or economic conditions,conditions or shortages in petroleumkey or other raw materialsinputs can materially adversely affect our cost of goods sold. In addition, certain of our manufacturers are subject to government regulations related to wage rates, and therefore the labor costs to produce our products may fluctuate. The cost of transporting our products for distribution and sale is also subject to fluctuation due in large part to the price of oil. Because most of our products are manufactured abroad, our products must be transported by third parties over large geographical distances and an increasechanges in thefuel priceand oftransportation oilmarkets can significantly increase costs. Manufacturing delays or unexpected transportation delays have caused and may continue to cause us to relyuse morehigher-cost heavilyshipping on airfreightmethods to achieve timely delivery to our customers. These factors have significantly increased our freight costs in the past, and may do so again in the future. Any of these fluctuations may increase our cost of products and have an adverse effect on our profit margins, results of operations and financial condition.

In Fiscal 2025,2026, sales through our wholesale channel represented approximately 58%57% of our net revenues. We extend credit to our wholesale customers based on an assessment of a customer's financial condition, generally without requiring collateral or getting customer insurance against non-collection. We face increased risk of order reduction orreduction, cancellation and aroundcollectibility collectibilityissues when dealing with financially ailing customers or customers struggling with economic uncertainty. In addition, during weak economic conditions, such as periods of high inflation, recessionary fears or reduced consumer traffic and purchasing, customers may be more cautious with orders or may slow investments necessary to maintain a high qualityhigh-quality in-store experience for consumers, which may result in lower sales of our products. Furthermore, a slowing economy in our key markets or a decline in consumer purchases of sporting goods generally could have an adverse effect on the financial health of our company.

Our ability to realize our long-term growth objectives depends, in part, on our ability to successfully execute strategic initiatives in key areas including our North America region and our wholesale and direct-to-consumer businesses. With respect to our direct-to-consumer business, our growth depends on our ability to continue to successfully growattract and retain consumers through our digital offerings and experiences throughoutand the world, expandin our global network of Brand and Factory House stores andthroughout continuethe to attract and retain consumers in these channels successfully.world. In addition, as we expand our global network of Brand and Factory House stores, if we are unable to operate our Brand and Factory House stores profitably, our financial results could be impacted, or we could be required to recognize impairment charges. Our long-term strategy also depends on our ability to successfully drive expansion of our gross margins, manage and leverage our cost structure and drive return on our investments. If we cannot effectively execute our long-term growth strategies while managing costs effectively, our business could be negatively impacted and we may not achieve our expected results of operations.

If we are unable to anticipate consumer preferences;preferences, successfully develop and introduce new, innovative products, and updated products or engage our consumers;consumers, or if consumer preferences shift away from performance products, our sales, net revenues and profitability may be negatively impacted.

Our success depends on our ability to identify and originate product trends and anticipate and react to changing consumer demands in a timely manner. All of our products are subject to changing consumer preferences that shift rapidly and cannot be predicted with certainty. Our ability to adequately react to and address consumer preferences depends in part upon our continued ability to develop and introduce innovative, high-quality products and to optimize available consumer data.data, as well as the success of our marketing strategies. In addition, long lead times for certain of our products may make it hard for us to respond quickly to changes in consumer demands. Accordingly, our new products may not receive consumer acceptance. From time to time, we may also introduce limited run or specialized products that may increase our sales in the near term, but that may fail to maintain sustained consumer demand. If consumers are not convinced performance apparel, footwear and accessories are a better choice than, and worth the additional cost over, traditional alternatives, sales of performance products may not grow or may decline. We also must successfully design and market our performance products for use by consumers in casual occasions. If we are unable to effectively anticipate and respond to consumer preferences as a result of any of these factors, our brand image could be negatively impacted, and our sales, net revenues, profitability and long-term growth plans may be negatively impacted.

Consumer preferences regarding the shopping experience and how to engage with brands continue to rapidly evolve. We sell our products through a variety of channels, including through wholesale customers and distribution partners, as well as our own direct-to-consumer business consisting of our Brand and Factory House stores and e-commerce platforms. If we or our wholesale customers do not provide consumers with an attractive in-store experience, our brand image and results of operations could be negatively impacted. In addition, as part of our growth strategy, we arecontinue investingto significantlyinvest in enhancing our digital shopping capabilities and establishingexperiences, andas growingwell as our consumer loyalty programs in certain regions. We are also investing in capabilities and toolsprograms, to drive higher digital engagement with our consumers and createattract new digital experiences.consumers. If we do not successfully execute this strategystrategy, orachieve continuean acceptable return on these investments and adapt to providethe anuse engaging,of reliableartificial andintelligence-enabled user-friendlyshopping digital commerce platform or digital experiences that attract consumers,tools, our brand image, and results of operations,operations as well as ourand opportunities for future growth,growth could be negatively impacted.

Our business could be adversely impacted if negative publicity regarding our brand, our companycompany, our teammates or our business partners diminishes the appeal of our brand to consumers. For example, while we require our suppliers, manufacturers and licensees of our products to operate their businesses in compliance with applicable laws and regulations, as well as the social and other standards and policies we impose on them, including our supplier code of conduct, we do not control the conduct of these third parties. A violation, or alleged violation of our policies, labor laws or other laws could interrupt or otherwise disrupt our sourcing or damage our brand image. Negative publicity regarding production methods, alleged practices or workplace or related conditions of any of our suppliers, manufacturers or licensees could adversely affect our reputation and sales and force us to locate alternative suppliers, manufacturers or licensees. The risk that our business partners may not act in accordance with our expectations may be exacerbated in markets where our direct sales, supply chain or logistics operations are not as widespread. In addition, we have sponsorship contracts with a variety of athletes, teams and leagues and also enter into collaborative arrangements with athletes, designers or other partners. Negative publicity regarding these partners could have an adverse impact our brand image and result in diminished loyalty to our brand, regardless of whether such claims are accurate. In addition, there is increased focus and rapidly evolving expectations from stakeholders, including consumers, employees, investors, activists, advocacy groups and regulators, regarding corporate environmental and social issues, such as corporate statements, initiatives or practices related to climate change and a variety of social issues. Negative publicity regarding our initiatives or practices related to these issues could negatively impact our brand and result in diminished loyalty to our brand. Furthermore, social media can potentially accelerate and increase the scope of negative publicity. This could diminish the value of our proprietary rights or harm our reputation or have a negative effect on our sales and results of operations.

To ensure adequate inventory supply, we must forecast inventory needs and place orders with our manufacturers based on estimated future demand for particular products, and before firm orders are placed by our wholesale customers. In addition, a portion of our net revenues may be generated by at-once orders for immediate delivery to wholesale customers, particularly during the last two quarters of the calendar year, which historically has been our peak season.customers. If we fail to accurately forecast customer demand, we may experience excess inventory levels or a shortage of product to deliver to our wholesale customers or for our direct-to-consumer channel. Excess inventory may result in inventory write-downs or write-offs or sales at discounted prices or in less preferred distribution channels, negatively impacting gross margin. On the other hand, if we underestimate the demand for our products, our manufacturers may not be able to produce products to meet our customer requirements, resulting in delays in the shipment of our products and our ability to recognize revenue, lost sales, as well as damage to our reputation and wholesale and consumer relationships.

Factors that could affect our ability to accurately forecast demand for our products include: changing consumer demand for our products; product introductions by competitors; unanticipated changes in general market or economic conditions impacting consumer discretionary spending, which may result in cancellations of advance orders or a reduction or increase in the rate of reorders or at-once orders placed by retailers; the impact on consumer demand due to unseasonable weather conditions, which may become more frequent or severe as a result of climate change; our ability to utilize effectively information technology systems and data analytics; and terrorism or acts of war, or the threat thereof, political or labor instability or unrest or public health concerns and disease epidemics.

Many of the materials used in our products are technically advanced products developed by third parties and may be available, in the short-term, from a very limited number of sources. Substantially all of our products are manufactured by unaffiliated manufacturers, and, in Fiscal 2025,2026, ten manufacturers produced approximately 69% of our apparel and accessories products, and nineseven produced substantially all of our footwear products. We have no long-term contracts with our suppliers or manufacturing sources, and we compete with other companies for fabrics, raw materials and production capacity.

We have historically provided supply chain finance support to certain of our supply chain partners. In the past, theThe financial markets supporting supply chain finance programs experiencedhave in the past, and may again in the future, experience disruption that resultedresults in a temporary disruption to our program and challengedchallenges the cash flow and liquidity of our partners. While we worked with our partners through the disruption and have re-established a supply chain finance program, there can be no guarantee that such disruption will not occur again. Additionally, if one or more of our suppliers were to experience significant financial difficulty, bankruptcy, insolvency or cease operations, or fail to comply with applicable labor or other laws, we may be required to seek alternative suppliers.

From time to time, we may engage in acquisition opportunities we believe are complementary to our business and brand. Integrating acquired businesses can require significant efforts and resources, which could divert management attention from more profitable business operations. From time to time we have also disposed of certain assets where we did not think our activities aligned to our operating model. If we fail to successfully integrate acquired businesses or effectively manage dispositions, we may not realize the financial benefits or other synergies we anticipated. In addition, in connection with our acquisitions, we may record goodwill or other intangible assets. We have recognized goodwill impairment charges in the past, and additional goodwill impairment charges could have an adverse effect on our results of operations and financial position. Additionally, from time to time, we may invest in business infrastructure, new businesses and expansion of existing businesses, such as the expansion of our network of Brand and Factory House stores and our distribution facilities, implementing our global operating and financial reporting information technology system, supporting our digital strategy (including our e-commerce platform and loyalty programs), or supporting our corporate infrastructure (including the development of our new global headquarters located in the Baltimore Peninsula area of Baltimore). These investments require substantial cash investments and management attention, and infrastructure investments may also divert funds from other potential business opportunities. We believe cost effective investments are essential to business growth and profitability. The failure of any significant investment to provide the returns or synergies we expect could adversely affect our financial results.

There are concerns that increased levels of greenhouse gases in the atmosphere have caused, and may continue to cause, increases in global temperatures, changes in weather patterns and an increase in the frequency and severity of natural disasters and extreme weather events. Climate change has the potential to impact our business in numerous ways. These concerns may impact consumer preferences and, if we fail to adapt accordingly, consumer demand for our product. The physical impacts of climate change, such as an increase in the frequency and severity of storms and flooding, may increase volatility in the supply chain, which could affect the availability, quality and cost of raw materials,materials or goods, and disruption todisrupt the production and distribution of our products. In addition, governmental authorities in various countries have enacted or proposed, and are likely to continue to propose,propose and enact, legislation and regulation regarding public reporting, business practices and marketing of goods related to sustainability and social matters, including reducingconcerning the transition to a lower carbon economy. Such legislation and regulation may require, prohibit, incentivize or mitigatingdisincentivize theparticular impactsbusiness ofactivities climateor change. Various countriespractices and/or regionsrequire arepublic following different approaches to the regulation of these matters, which could increase the complexity of, and potential cost related to complying with, such regulations and lead to risks associated with non-compliance.reporting. Any of the foregoing transition risks may require us to make additional investments.investments, Failureincrease our costs, affect the demand for our products and increase litigation and enforcement risks. Furthermore, failure to monitor, adapt, build resilienceresilience, maintain reliable data and controls supporting our sustainability disclosures and develop solutions against the physical and transitional impacts from climate change may negatively impact our brand and reputation, sales of our products and our results of operations.

Certain customers, consumers, investors and other stakeholders are increasingly focusing on the sustainability and human rights practices of companies, including those related to climate change and social issues.companies. If our practices do not meet the expectations of various stakeholders, which can vary greatly and continue to evolve, our brand and reputation could be negatively impacted. We will publish legally required climate and other sustainability disclosures, and have published, and may continue to publish, avoluntary sustainability report and other informationdisclosures describing our practices, targetsstrategy and commitmentspractices on a variety of sustainability and human rights matters, including relating to our strategy and actions to address climate change, environmental targets and compliance, social and labor policies and practices, human capital management matters and the materials and manufacturing of our products. It is possible that stakeholders may not be satisfied with such disclosures, practices, targetsstrategy or commitmentspractices or the speed or success of their adoption. We may also face increased scrutiny, enforcement or private claims alleging that sustainability statements are misleading or not adequately substantiated. Due to additional costs or resources required, or market and technological barriers,factors, emerging regulatory requirements and/or other factors, we have in the past and may again in the future be required to change investment decisions and/or adjust or restate some or all of our targetssustainability strategy, targets, commitments and/or commitments.investment decisions. Any failure, or perceived failure, to meet our targets, commitments or stakeholder expectations or to comply with reporting regulations could harm our brand image and reputation, negatively impact our employee retention, the willingness of our suppliers to do business with us or investor interest in our securities, or have a negative effect on our sales and results of operations.

A key element of our marketing strategy has been to create a link in the consumer market between our products and professional, collegiate and young athletes. We have developed licensing and sponsorship agreements with a variety of sports teams and athletes at the collegiate and professional level to be their official supplier of performance apparel and footwear. We have also developed licensing agreements to be an official supplier of footwear and/or performance apparel to a variety of professional sports leagues and clubs. However, as competition in the performance apparel and footwear industry has increased, the costs associated with athlete sponsorships and official supplier licensing agreements, including the costs of obtaining and retaining these sponsorships and agreements, have varied and at times increased greatly. If we are unable to maintain our current association with professional athletes, teams and leagues, or to do so at a reasonable cost, we could lose the on-field authenticity associated with our products, and we may be required to modify and substantially increase our marketing investments.

We rely on our own and our vendors' information technology throughout our business operations, including to design, forecast and order product, manage and maintain our inventory and internal reports, manage sales and distribution, operate our e-commerce website and mobile applications, process transactions, manage retail operations and other key business activities. We also communicate electronically throughout the world with our employees and with third parties, such as customers, suppliers, vendors and consumers. Our operations are dependent on the reliable performance of these systems and technologies and their underlying technical infrastructure, which incorporate complex software. Any of these information systems could fail or experience a service interruption for a number of reasons, including computer viruses, ransomwareransomware, ordestructive other malware, programming errors, hackingmalware or other unlawful activities, disasters or a failure to properly maintain system redundancy or protect, repair, maintain or upgrade the systems.

From time to time we have experienced, and may continue to experience, operational disruption due to attacks on our systems and those of our vendors. Although we maintain certain business continuity plans and incident response plans, there can be no assurance that our business continuity plans, or those of our vendors, will anticipate all material risks that may arise or will effectively resolve the issues in a timely manner or adequately protect us from the adverse effects that could be caused by significant disruptions in key information technology. The failure of these systems to operate effectively or to integrate with other systems, or a breach in security of these systems could cause delays in product fulfillment and reduced efficiency of our operations, lost sales, the exposure of sensitive business or personal information and damage to the reputation of our brand. Depending on the system and scope of disruption, in some instances a service interruption or shutdown could have a material adverse impact on our operating activities or results of operations. Remediation and repair of any failure, problem or breach of our key systems or known potential vulnerabilities could require significant capital investments, as well as divert resources and management attention from key projects or initiatives. While we have purchased cybersecurity insurance, there can be no assurance that the coverage would be adequate in relation to any incurred losses. Moreover, as cyber attacks increase in frequency and magnitude, we may be unable to obtain cybersecurity insurance in amounts and on terms we view as appropriate for our operations.

In addition, to profitably grow our business and manage our operations, we will need to continue to attract, retain and motivate highly talented management and other employees with a range of skills, backgrounds and experiences. Competition for experienced and well-qualified employees in our industry is intense and we may not be successful in attracting and retaining such personnel. Additionally, changes to our current and future office environments, adoption of new work models and requirements about when or how often employees work on-site or remotely may fail to meet the expectations of our employees and present new challenges. As certain jobs and employers increasingly operate remotely, traditional geographic competition for talent may change in ways that cannot be fully predicted at this time. If we are unable to attract, retain and motivate management and other employees with the necessary skills, we may not be able to grow or successfully operate our business and achieve our long-term objectives. In addition, we have invested significant time and resources in building, maintaining and evolving our company culture and our values, which we believe to be critical to our future success. Failure to maintain and continue to evolve our culture could negatively affect our ability to attract, retain and motivate talented management and employees and to achieve our long-term objectives.

We have, from time to time, financed our liquidity needs in part from borrowings made under our credit facility and the issuance of debt securities. Our Senior Notes limit our ability to, subject to certain significant exceptions, create or incur securedcertain debtliens and engage in sale leaseback transactions. Our amended credit agreement contains negative covenants that, subject to significant exceptions limit our ability, among other things to incur additional indebtedness, make restricted payments, sell or dispose of assets, pledge assets as security, make investments, loans, advances, guarantees and acquisitions, undergo fundamental changes and enter into transactions with affiliates. In addition, we must maintain a certain leverage ratio and interest coverage ratio as defined in the amended credit agreement. Our ability to continue to borrow amounts under our amended credit agreement is limited by continued compliance with these financial covenants, and in the past we have amended our credit agreement to provide certain relief from and revisions to our financial covenants for specified periods to provide us with sufficient access to liquidity during those periods. Failure to comply with these operating or financial covenants could result from, among other things, changes in our results of operations or general economic conditions. These covenants may restrict our ability to engage in transactions that would otherwise be in our best interests. Failure to comply with any of the covenants under the amended credit agreement or our Senior Notes could result in a default, which could negatively impact our access to liquidity.

In addition, the amended credit agreement includes a cross default provision whereby an event of default under certain other debt obligations (including our debt securities) will be considered an event of default under the amended credit agreement. If an event of default occurs, the commitments of the lenders under the amended credit agreement may be terminated and the maturity of amounts owed may be accelerated. Our debt securities include a cross acceleration provision which provides that the acceleration of certain other debt obligations (including our credit agreement) will be considered an event of default under our debt securities and, subject to certain time and notice periods, give bondholders the right to accelerate our debt securities. Our debt securities further include provisions which may require us to repurchase our debt securities at a premium upon certain change of control events.

Managing and growing our business will require significant cash outlays and capital expenditures and commitments. We have utilized cash on hand and cash generated from operations, accessed our credit facility and issued debt securities as sources of liquidity. As of March 31, 2025,2026, our cash and cash equivalents totaled $501$309 million. However, if in future periods our cash on hand, cash generated from operations and availability under our credit agreement are not sufficient to meet our cash requirements, we will need to seek additional capital, potentially through debt or equity financing, to fund our operations and future growth, and we may be unable to obtain debt or equity financing on favorable terms or at all. Our ability to access the credit and capital markets in the future as a source of liquidity, and the borrowing costs associated with such financing, are dependent upon market conditions and our credit rating and outlook. Our credit ratings have been downgraded in the past, and we cannot assure that we will be able to maintain our current ratings, which could increase our cost of borrowing in the future. Increases in interest rates, changes in our credit profile or refinancing of existing indebtedness may result in higher interest expense and reduced financial flexibility, which could adversely affect our cash flows, profitability and ability to execute our business strategies. In addition, equity financing may be on terms that are dilutive or potentially dilutive to our stockholders, and the prices at which new investors would be willing to purchase our securities may be lower than the current price per share of our common stock. The holders of new securities may also have rights, preferences or privileges which are senior to those of existing holders of common stock. If new sources of financing are required, but are insufficient or unavailable, we will be required to modify our growth and operating plans based on available funding, if any, which would harm our ability to grow our business.

During Fiscal 2025,2026, we generated approximately 45%48% of our consolidated net revenues outside the United States. As our international business grows, our results of operations could be adversely impacted by changes in foreign currency exchange rates. Revenues and certain expenses in markets outside of the United States are recognized in local foreign currencies, and we are exposed to potential gains or losses from the translation of those amounts into U.S. dollars for consolidation into our financial statements. These amounts can be material. Similarly, we are exposed to gains and losses resulting from currency exchange rate fluctuations on transactions generated by our foreigninternational subsidiaries in currencies other than their functional currencies. In addition, the business of our independent manufacturers may also be disrupted by currency exchange rate fluctuations by making their purchases of raw materials more expensive and more difficult to finance. From time to time, our results of operations have been, and may in the future may be, adversely impacted by foreign currency exchange rate fluctuations. In addition, we have previously designated cash flow hedges against certain forecasted transactions. If we determine that such a transaction is no longer probable to occur in the time period we expected, we are required to de-designate the hedging relationship and immediately recognize the derivative instrument gain or loss in our earnings. From time to time, global macroeconomic factors have caused and may in the future to cause uncertainty in forecasted cash flows, which has resulted and may in the future result in the de-designation of certain hedged transactions.

Our business is subject to a wide array of laws and regulations, including those addressing consumer protection, safety, labeling, distribution, importation, sustainability and environmental matters, labor and human rights matters, the marketing and sale of our products, data privacy and other matters. These requirements are enforced by various federal agencies, including the Federal Trade Commission, Consumer Product Safety Commission, Customs and Border Protection and state attorneys general in the United States, as well as by various other federal, state, provincial, local and international regulatory authorities in the locations in which our products are distributed or sold. If we or any of our suppliers fail to comply with these regulations, we could become subject to significant penalties or claims or be required to stop importing, selling or otherwise recall products, which could negatively impact our results of operations and disrupt our ability to conduct our business, as well as damage our brand image with consumers. In addition, the adoption of new legislation, regulations, industry standards and reporting obligations, including related to data privacy, use of artificial intelligence,intelligence and other machine learning technologies, components of our products (including chemicals), sustainability and climate change, or changes in the interpretation of existing regulations may result in significant unanticipated compliance costs or discontinuation of product sales and may impair the marketing of our products, resulting in significant loss of net revenues.

We must also comply with increasingly complex and evolving regulatory standards throughout the world enacted to protect personal information and other data, including the General Data Protection Regulation, the ePrivacy Directive, the California Consumer Privacy Act of 2018, the California Privacy Rights Act as amended by the California Privacy Rights Act of 2020 and its regulations, the California Invasion of Privacy Act, the final rule issued by the U.S. Department of Justice implementing Executive Order 14117, state privacy laws throughout the United States and other comprehensive privacy laws, such as the Personal Information Protection Law in China.China, Canada's Personal Information Protection and Electronic Documents Act, India's new Digital Personal Data Protection Act and European Union Artificial Intelligence Act. These laws and related regulations impact our ability to engage with our consumers, and some of these privacy laws prohibit the transfer of personal information to certain other jurisdictions. Compliance with existing laws and regulations can be costly and could negatively impact our profitability. Moreover, data privacy laws and regulations continue to evolve and it may be costly for us to adjust our operations to comply with new requirements. Regulatory bodies throughout the world have increased enforcement efforts against companies who fail to comply with privacy requirements. Failure to comply with these regulatory standards could result in a violation of data privacy laws and regulations and subject us to legal proceedings against us by governmental entities or others, imposition of fines by governmental authorities, negative publicity and damage to our brand image, all of which could have a negative impact on our profitability.

We collect proprietary business information and personally identifiable information in connection with digital marketing, digital commerce, and our in-store payment processing systems. We also rely on third parties for the operation of certain of our e-commerce websites, and do not control these service providers. Like other companies in our industry, we have in the past experienced, and we expect to continue to experience, cyberattacks, including phishing, ransomware, credential stuffing, cyber fraud incidents and other attempts to gain unauthorized access to our systems. These attempted attacks have become more frequent and our implementation of a hybrid work model for many of our global corporate employees may increase our exposure to such attacks. Therethere can be no assurance that these attacks will not have a material impact in the future. Any breachBreaches of our data security or that of our service providers has in the past, and could in the future result in an unauthorized release or transfer of customer, consumer, vendor or employee information, or the loss of money, valuable business data or cause a disruption in our business. These events have in the past, and could in the future give rise to unwanted media attention, damage our reputation, damage our customer, consumer or user relationships and result in lost sales, fines or lawsuits. We may also be required to expend significant capital and other resources to protect against or respond to or alleviate problems caused by a security breach, which could negatively impact our results of operations.

We are subject to income taxes in the United States and numerous foreign jurisdictions. Our effective income tax rate could be adversely affected in the future by a number of factors, including changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws and regulations or their interpretations and application, and the outcome of income tax audits in various jurisdictions around the world, and any repatriation of non-U.S. earnings for which we have not previously provided applicable foreign withholding taxes, certain U.S. state income taxes, or foreign exchange rate impacts.world.

Moreover, we also engage in multiple types of intercompany transactions, and our allocation of profits and losses among us and our subsidiaries through our intercompany transfer pricing arrangements are subject to review by the Internal Revenue Service and foreign tax authorities. Although we believe we have clearly reflected the economics of these transactions in accordance with current rules and regulations, which are generally consistent with the arms-length standard, and the proper documentation is in place, tax authorities may propose and sustain adjustments that could result in changes that may materially adversely impact our tax provision.provision, cash tax liability, effective tax rate, cash flows and profitability.

From time to time, we have brought claims relating to the enforcement of our intellectual property rights against others or have discovered unauthorized products in the marketplace that are either counterfeit reproductions of our products or unauthorized irregulars that do not meet our quality control standards. If we fail to protect, maintain and enforce our intellectual property rights, the value of our brand could decrease and our competitive position may suffer. In addition, from time to time others mayhave seeksought to enforce infringement claims against us. Successful infringement claims against us could result in significant monetary liability or prevent us from selling or providing some of our products. The resolution of such claims may require us to pull product from the market, redesign our products, license rights belonging to third parties or cease using those rights altogether. Any of these events could harm our business and have a material adverse effect on our results of operations and financial condition.

We arehave thebeen subjectinvolved of a number of ongoingin legal proceedings that have resulted in significant expense, and adversewe developmentsmay be involved in our ongoing proceedings and/or future legal proceedings in the future that could have a material adverse effect on our business, reputation, financial condition, results of operations or stock price.

Legal proceedings can be expensive and disruptive. We cannot predict the outcome of any particular legal proceeding, or whether ongoing legal proceedings will be resolved favorably or ultimately result in charges or material damages, fines or other penalties. Our insurance may not cover all claims that may be asserted against us, and we are unable to predict how long the legal proceedings to which we are currently subject will continue. An unfavorable outcome of any legal proceeding may have a material adverse impact on our business, financial condition and results of operations or our stock price. AnyLegal proceedings have in the past, and may again in the future, require us to record significant reserves or charges, which could result in material expense, cash outflows and volatility in our results of operations from period to period. In addition, any legal proceeding could negatively impact our reputation among our customers or our shareholders. Furthermore, publicity surrounding ongoing legal proceedings, even if resolved favorably for us, could result in additional legal proceedings against us, as well as damage our brand image.

We havepreviously identified aand remediated material weaknessweaknesses in our internal control over financial reportingreporting. as of March 31, 2025. Failure to remediate this material weakness, or anyAny other material weaknesses that we may identifyidentified in the future,future could result in material misstatements in our consolidated financial statements, a failure to meet our periodic reporting obligations and a decline in our stock price.

WeAs alsopreviously performeddisclosed, our assessment of the effectiveness of internal control over financial reporting andwe identified a material weaknessweaknesses in our internal control over financial reporting.reporting as of March 31, 2024 and March 31, 2025 and as a result, we also determined that our disclosure controls and procedures were ineffective as of March 31, 2024 and March 31, 2025. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. ThisThese material weaknessweaknesses resulted from a failure to design and maintain effective controls over certain aspects of the period-end financial reporting process, including the review and execution of certain balance sheet account reconciliations, and we did not design and maintain effective controls over the classification and presentation of general ledger accounts in the appropriate financial statement line items within the consolidated financial statements. For further discussion of the material weakness, see Part II, Item 9A, “Controls and Procedures.” As a consequence of the material weakness, we have also determined that our disclosure controls and procedures were ineffective. We are actively engaged in the planning for, and implementation of, remediation efforts to address the material weakness. However, we may not be successful in promptly doing so. In the future, we may identify additional material weaknesses, which could again cause us to conclude that our internal control over financial reporting and disclosure controls and procedures are ineffective.

While the material weaknesses have been remediated as of March 31, 2026, and our management has determined that our internal control over financial reporting and disclosure controls and procedures were effective as of March 31, 2026, there can be no assurances that other deficiencies will not come to management’s attention in the future that could lead to additional material weaknesses, which could again cause us to conclude that our internal control over financial reporting and disclosure controls and procedures are ineffective. Any failure to achieve and maintain an effective internal control over financial reporting could result in material misstatements in our interim or annual consolidated financial statements, failure to meet our reporting obligations, significant expenses to remediate any deficiencies, a decline in investor confidence in our reported financial information and a decline in our stock price.

Our Class A commonCommon stockStock has one vote per share, our Class B commonConvertible stockCommon Stock has 10 votes per share and our Class C commonCommon stockStock has no voting rights (except in limited circumstances). Our founder and President and Chief Executive Officer, Kevin Plank, beneficially owns all outstanding shares of Class B commonConvertible stock.Common Stock. As a result, Mr. Plank has the majority voting control and is able to direct the election of all of the members of our Board of Directors and other matters we submit to a vote of our stockholders. Under certain circumstances, the Class B commonConvertible stockCommon Stock automatically converts to Class A commonCommon stock,Stock, which would also result in the conversion of our Class C commonCommon stockStock into Class A commonCommon stock.Stock. As specified in our charter, these circumstances include when Mr. Plank beneficially owns less than 15% of the total number of shares of Class A Common Stock and Class B commonConvertible stockCommon Stock outstanding, if Mr. Plank were to resign as an Approved Executive Officer of the Company (or was otherwise terminated for cause) or if Mr. Plank sells more than a specified number of any class of our common stock within a one-year period. This concentration of voting control may have various effects including, but not limited to, delaying or preventing a change of control or allowing us to take action that the majority of our stockholders do not otherwise support. In addition, we utilize shares of our Class C commonCommon stockStock to fund employee equity incentive programs and may do so in connection with future stock-based acquisition transactions, which could prolong the duration of Mr. Plank's voting control.

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help readers understand our results of operations and financial condition, and is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying Notes to our Consolidated Financial Statements under Part II, Item 8 and the information contained elsewhere in this Annual Report on Form 10-K10-K, under the captions "Business" and "Risk FactorsFactors.".

This Annual Report on Form 10-K, including this MD&A, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 21E of the U.S. Securities Exchange Act of 1934, as amended ("the Exchange Act"), and Section 27A of the U.S. Securities Act of 1933, as amended ("the Securities Act"), and is subject to the safe harbors created by those sections. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. See "Forward LookingForward-Looking Statements."

AllUnless otherwise noted: (i) all dollar and percentage comparisons made herein refer to Fiscal 20252026 compared to Fiscal 2024,2025; unlessand otherwise(ii) noted.all tabular data is presented in thousands, except share and per share data. Please refer to Part II, Item 7 of our Annual Report on Form 10-K for Fiscal 2024,2025, filed with the Securities Exchange Commission ("SEC") on May 29,22, 2024,2025, which is incorporated by reference herein, for a comparative discussion of our Fiscal 20242025 financial results as compared to Fiscal 2023.2024.

We are a leading developer, marketer,marketer and distributor of branded performance apparel, footwear,footwear and accessories.accessories for men, women and youth. Our brand's moisture-wicking fabricationsproducts are engineered inwith variousperformance-driven materials and technologies, spanning a wide range of designs and styles for wearuse in nearlydiverse every climate to provide a performance alternative to traditional products.climates. Our products are sold worldwide and worn by athletes at all levels, from youth to professional, onacross playingmultiple fieldssports aroundworldwide theas globewell andas by consumers withwho embrace active and performance-oriented lifestyles.

We remainare focused on driving premiumsustainable brand-rightlong-term growth and delivering improved profitability. We plan to continue to grow our business over the long termprofitability through increased salesdemand offor our apparel,core footwearproduct andcategories, accessories; growth in our direct-to-consumer sales channel; andcontinued expansion of our direct-to-consumer capabilities and strategic development of our wholesale distribution.network. AchievingOur strategic priorities are focused on elevating brand positioning, simplifying and scaling our operating model, accelerating innovation and enhancing global go-to-market execution. Execution of these long-term growth objectivespriorities depends, in part, on our ability to successfullydeliver executeagainst strategic initiatives across key areas of the business, including within our North America region. In support of these long-term growth objectives,region, our largest market. Our digital strategy is designed to enhance consumer engagement andengagement, strengthen brand connectivityloyalty throughand enable omnichannel experiences across multiple digital touchpoints.

Fiscal 20252026 PerformanceResults

During Fiscal 2025, we faced a2026, challenging environment,market conditions persisted, particularly in North America and Asia-Pacific, thatdriven includedby lower consumer demand inacross both our wholesale channel,and indirect-to-consumer additionchannels. Financial results for Fiscal 2026 as compared to theFiscal impacts2025 of proactive strategies to reduce discounting and promotional activity in our direct-to-consumer channel, particularly in e-commerce.include:

•Within our distribution channels, wholesale revenue decreased 8.1%4.9% and direct-to-consumer revenue decreased 10.5%.1.7%.

•Net revenue decreased 11.4%7.9% in North America, increased 0.4%8.6% in EMEA, decreased 13.5%4.8% in Asia-Pacific and decreasedincreased 6.1%8.7% in Latin America.

•Gross margin increaseddecreased 180240 basis points to 47.9%.45.5%.

•Selling, general and administrative expenses increaseddecreased 8.4%.11.8%.

OnDuring MayFiscal 15, 2024,2025, our Board of Directors approved a restructuring plan (the "2025 restructuring plan") designed to strengthen and support our financial and operational efficiencies. On SeptemberMay 5,11, 2024,2026, our Board of Directors approved aan $70increase of up to $50 million increaseof toadditional the 2025 restructuring plan,charges, resulting in ana updatedtotal restructuring plan of approximately $140$305 millionmillion, to $160 million of pre-tax restructuring and related charges, which is expected to be substantially complete by the end of Fiscal 2026.including:

We currently expect the charges•Up to be incurred under the 2025 restructuring plan to include (i) up to $90$139 million in cash-relatedcash charges, consisting ofincluding approximately $23$46 million in employee severance and benefits costs and $67$93 million related to various transformational initiatives; and (ii) up to $70 million in non-cash charges, including approximately $7 million in employee severance and benefits costs and $63 million in facility, software, and other asset-related charges and impairments.

Restructuring and related charges are included in our Corporate Other non-operating segment. For Fiscal 2025,2026, the restructuring and related charges included $75.9$152.6 million relating to North America, $12.1$10.4 million relating to EMEA, andAsia-Pacific, $6.4 million relating to Asia-Pacific.EMEA Theseand charges were offset by a net gain of $5.3$2.1 million from the sale of the MapMyFitness platform, relating to ourLatin Corporate Other non-operating segment.America.

The following table summarizes the costs incurredrecorded during Fiscal 2025, as well as the currentperiods estimate of remaining charges expected to be incurredindicated in connection with the 2025 restructuring plan.plan:

Other macroeconomic factors, such as inflationary pressurespressures, geopolitical instability and military conflicts and fluctuations in foreign currency exchange rates, have and may continue to impact our business. We continue to monitor these factors and the potential impacts they may have on our financial results, including product input costs, freight costs and consumer discretionary spending and therefore consumer demand for our products. We also continue to monitor the broader impacts of conflicts around the world on the economy, including their effect on inflationary pressures and the price of oil globally. For example, geopolitical instability and ongoing conflicts in the Middle East have and may continue to cause volatility in global energy and transportation markets, including higher fuel prices, resulting in increased shipping and logistics costs.

See "Risk Factors—Economic and Industry Risks—Our financial results and ability to grow our business may be negatively impacted by global events beyond our control"; "—Our business depends on consumer purchases of discretionary items, which can be negatively impacted during an economic downturn or periods of inflation. This could materially impact our sales, profitability, results of operations and financial condition"; "—Fluctuations in the cost of raw materials and commodities we use in our products and costs related to our supply chain could negatively affect our operating results"; "—Our financial results and ability to grow our business may be negatively impacted by global events beyond our control"; and "—Financial Risks—Our financial results could be adversely impacted by currency exchange rate fluctuations" included in Part I, Item 1A of this Annual Report on Form 10-K.

Net sales decreased by $509.9$182.6 million, or 9.1%,3.6%, to $4.9 billion during Fiscal 2026, from $5.1 billion during Fiscal 2025, from $5.6 billion during Fiscal 2024.2025. Apparel decreased primarily due to lower average selling prices and unfavorable channel mix, partially offset by the impact of foreign exchange rates. Footwear decreased primarily due to lower unit sales and unfavorablelower channelaverage mix,selling prices, partially offset by higherfavorable averagechannel selling prices. Footwear decreased primarily due to lower unit sales, lower average selling pricesmix and unfavorablethe channelimpacts mix.of foreign exchange rates. Accessories increased primarily due to higher unit salessales, the impact of foreign exchange rates and higher average selling prices, partially offset by unfavorable channel mix. From a channel perspective, the decrease in net sales was due to a decrease in both wholesale and direct-to-consumer.

License revenues decreasedincreased by $16.7$12.8 million or 15.0%,13.5%, to $107.4 million during Fiscal 2026, from $94.6 million during Fiscal 2025, from $111.2 million during Fiscal 2024.2025. This was primarily due to lower revenues from our licensing partners in North America, partially offset by higher revenues from our international licensing partners.

Cost of goods sold consists primarily of product costs, tariffs, inbound freight and duty costs, outbound freight costs, handling costs to make products floor-ready to customer specifications, royalty payments to endorsers based on a predetermined percentage of sales of selected products and write downs for inventory obsolescence. In general, as a percentage of net revenues, we expect cost of goods sold associated with our apparel and accessories to be lower than that of our footwear. No cost of goods sold is associated with our license revenues.

Gross profit decreased by $155.5$215.9 million to $2.3 billion during Fiscal 2026, as compared to $2.5 billion during Fiscal 2025, as compared to $2.6 billion during Fiscal 2024.2025. Gross profit as a percentage of net revenues, or gross margin, increaseddecreased to 47.9%45.5% from 46.1%.47.9%. This increasedecrease in gross margin of approximately 180240 basis points was primarily driven by favorableunfavorable impacts of 130190 basis points from supply chainchain, benefitsincluding related to lower freight and product costs and approximately 80155 basis points offrom tariff impacts, 70 basis points from unfavorable pricing benefitsand largely45 duebasis topoints lowerfrom levelsunfavorable of discountingchannel and promotionsregional within our direct-to-consumer channel.mix. These increases were partially offset by unfavorablefavorable regional and channel miximpacts of 3045 basis points andfrom unfavorablechanges in foreign exchangecurrency ofand 1020 basis points.points from favorable product mix.

Our selling, general and administrative expenses consist of costs related to marketing and advertising, selling, product innovation and supply chain, and corporate services. We consolidate our selling, general and administrative expenses into two primary categories: "marketing and advertising" and "other." The other category is the sum of our selling, product innovation and supply chain, and corporate services categories. The marketing and advertising category consists primarily of sports and brand marketing, media,media and retail presentation. Sports and brand marketing includes professional, club and collegiate sponsorship agreements, individual athlete and influencer agreements, and providing and selling products directly to teams and individual athletes. Media includes digital, broadcast, and print media outlets, including social and mobile media. Retail presentation includes sales displays and concept shops and depreciation expense specific to our in-store fixture programs. Our marketing and advertising costs are an important driver of our growth. The other category is the sum of our selling, product innovation and supply chain, and corporate services categories.

Selling, general and administrative expenses increaseddecreased by $201.5$307.7 million, or 8.4%,11.8%, during Fiscal 20252026 as compared to Fiscal 2024.2025. Within selling, general and administrative expenses:

•Marketing and advertising costs decreased $18.7$47.6 million or 3.3%,8.6%. This was primarily due to a reductiondecrease in marketing activities during the period. As a percentage of net revenues, marketing and advertising costs increaseddecreased to 10.6%10.1% from 10.0%.10.6%.

As a percentage of net revenues, selling, general and administrative expenses increaseddecreased to 46.2% during Fiscal 2026 as compared to 50.4% during Fiscal 2025 as compared to 42.1% during Fiscal 2024.2025.

Restructuring charges within our operating expenses primarily consist of employee severance and benefit costs, variouscontract transformationaltermination initiatives andcosts, facility, software and other asset-related charges and impairments.impairments Seeand various transformational initiatives. Refer to Note 1311 to ourthe Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional details.

Interest income (expense), net is primarily comprised ofincludes interest income earned on our cash and cash equivalents,equivalents offsetand byrestricted investments, amortization of deferred financing costs, bank fees, capitalized interest for long-term property and equipment projects and interest expense incurredunder onthe ourcredit and other long-term debt facilities. SeeRefer to Note 97 to ourthe Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional details.

Other income (expense), net generally consists of unrealized and realized gains and losses on our foreign currency derivative financial instruments, and unrealized and realized gains and losses on adjustments that arise from fluctuations in foreign currency exchange rates relating to transactions generated by our international subsidiaries. Other income (expense), net also includes earn-outcertain income recorded in connection with the sale of the MyFitnessPal platformoperating and rentvariable expenselease costs and associated sublease income relating to lease assets held solely for sublet purposes,purposes primarilyand theother leasenon-operational related to our New York City, 5th Avenue location.facilities.

Income tax expense decreasedincreased $32.9by $297.6 million to $294.8 million during Fiscal 2026 from a tax benefit of $2.9 million during Fiscal 20252025. from income tax expense of $30.0 million duringOur Fiscal 2024. For Fiscal 2025, our2026 effective tax rate was 1.4%(146.9)% compared to 11.4%1.4% for Fiscal 2024.2025. The decreasechange in our effective tax rate was primarily driven by thevaluation proportionallowances ofrecorded earningsagainst subjectpreviously torecognized U.S. federal deferred tax assets and current fiscal year losses in the U.S. asand comparedCyprus. These were partially offset by the release of valuation allowances against China deferred tax assets and a U.S. federal provision to foreignreturn jurisdictionsbenefit inrelated each period andto the Fiscal 2025 impact of U.S. lossesGlobal onIntangible foreignLow earningsTax subjectIncome to("GILTI") taxinclusion inresulting thefrom Unitedan States.approved IRS method change.

•Net revenues in our North America region decreased by $399.5$246.2 million, or 11.4%.7.9% during Fiscal 2026. This was driven by a decrease in both our direct-to-consumerwholesale and wholesaledirect-to-consumer channels, as well as a decrease in license revenues.channels. Within our direct-to-consumer channel, net revenues decreased in both e-commerce and owned and operated retail stores.

•Net revenues in our Asia-PacificEMEA region decreasedincreased by $117.6$93.9 million, or 13.5%.8.6% during Fiscal 2026. This was driven by aan decreaseincrease in both our wholesale and direct-to-consumer channels,channels partially offset byand an increase in license revenues. Within our direct-to-consumer channel, net revenues decreasedincreased in both e-commerce and owned and operated retail stores.stores, partially offset by a decrease in e-commerce. Net revenues in our Asia-PacificEMEA region were also negativelypositively impacted by changes in foreign exchange rates.

•Net revenues in our Latin AmericaAsia-Pacific region decreased by $14.1$36.3 million, or 6.1%.4.8% during Fiscal 2026. This was primarily driven by negative impacts of changes in foreign exchange rates. By channel, thea decrease was in both our wholesale channel and our direct-to-consumer channel, partially offset by an increase in license revenues. Our direct-to-consumer channel was relatively flat. Within our direct-to-consumer channel, net revenues decreased in e-commerce and were flatincreased in owned and operated retail stores.stores, partially offset by a decrease in e-commerce.

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help readers understand our results of operations and financial condition, and is provided as a supplement to, and should be read in conjunction with, our Condensed Consolidated Financial Statements and the accompanying Notes to our Condensed Consolidated Financial Statements under Part I, Item 1 of this Quarterly Report on Form 10-Q and the information contained in our Annual Report on Form 10-K for Fiscal 2025,2026, filed with the Securities and Exchange Commission ("SEC") on May 22,19, 2025,2026, under the captions "Business" and "Risk Factors."

This Quarterly Report on Form 10-Q, including this MD&A, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 21E of the U.S. Securities Exchange Act of 1934, as amended ("the Exchange Act"), and Section 27A of the U.S. Securities Act of 1933, as amended ("the Securities Act"), and is subject to the safe harbors created by those sections. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. See "Forward LookingForward-Looking Statements."

Unless otherwise noted: (i) all dollar and percentage comparisons made herein refer to the three and nine months ended DecemberJune 31,30, 20252026, compared to the three and nine months ended DecemberJune 31,30, 20242025; and (ii) all tabular data is presented in thousands, except share and per share data.

Some of the statements contained in this Quarterly Report on Form 10-Q, including this MD&A, constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts, such as statements regarding our share repurchase program, our future financial condition or results of operations, our prospects and strategies for future growth, potential restructuring efforts, including the scope of these restructuring efforts and the amount of potential charges and costs, the timing of these measures and the anticipated benefits of our restructuring plans, expectations regarding promotional activities, freight, product cost pressures and foreign currency impacts, the impact of global economic conditions including changes in global trade policy and inflation on our results of operations, our liquidity and use of capital resources, expectations related to tariffs, the development and introduction of new products, the implementation of our marketing and branding strategies, the future benefits and opportunities from significant investments and the impact of litigation or other proceedings. In many cases, you can identify forward-looking statements by terms such as "may," "will," "could," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "outlook," "potential" or the negative of these terms or other comparable terminology.

•the impact of global events beyond our control, including military conflictsconflicts, public health events, and the effects of changes in the global trade environment, such as the imposition of new tariffs and countermeasures thereto, on our profitability;

•our ability to effectively develop and launch new, innovative products and updatedengage productsour consumers;

•risks related to data security or privacy breaches; and

•our potential exposure to and the financial impact of litigation and other proceedings, including those legal proceedings discussed elsewhere in this Quarterly Report on Form 10-Q.proceedings.

We are a leading developer, marketer,marketer and distributor of branded performance apparel, footwear,footwear and accessories.accessories for men, women and youth. Our brand's moisture-wicking fabricationsproducts are engineered inwith variousperformance-driven materials and technologies, spanning a wide range of designs and styles for wearuse in nearlydiverse every climate to provide a performance alternative to traditional products.climates. Our products are sold worldwide and worn by athletes at all levels, from youth to professional, onacross playingmultiple fieldssports aroundworldwide theas globewell andas by consumers withwho embrace active and performance-oriented lifestyles.

We remainare focused on driving premiumsustainable brand-rightlong-term growth and delivering improved profitability. We plan to continue to grow our business over the long termprofitability through increased salesdemand offor our apparel,core footwearproduct andcategories, accessories; growth in our direct-to-consumer sales channel; andcontinued expansion of our direct-to-consumer capabilities and strategic development of our wholesale distribution.network. AchievingOur strategic priorities are focused on elevating brand positioning, simplifying and scaling our operating model, accelerating innovation and enhancing global go-to-market execution. Execution of these long-term growth objectivespriorities depends, in part, on our ability to successfullydeliver executeagainst strategic initiatives across key areas of the business, including withinNorth America, our Northlargest Americamarket. region. In support of these long-term growth objectives, ourOur digital strategy is designed to enhance consumer engagement andengagement, strengthen brand connectivityloyalty throughand enable omnichannel experiences across multiple digital touchpoints.

During the three months ended DecemberJune 31,30, 2025,2026, challenging market conditions persisted, particularly in North America and Asia-Pacific, driven by loweras consumer demand softened and promotional activity increased across the marketplace. These conditions, together with our continued efforts to optimize product assortments and improve marketplace quality, contributed to lower revenue across both our wholesale and direct-to-consumer channels.

Financial highlightsresults for the three months ended DecemberJune 31,30, 20252026 as compared to the three months ended DecemberJune 31,30, 20242025 include:

•Gross margin decreasedincreased 310590 basis points to 44.4%.54.1%.

Restructuring and related charges are excluded from our segment profitability measures. We report restructuring and related charges within Corporate Other, which is designed to provide increased transparency and comparability of operating segments' performance. The net charges recorded during the three and nine months ended December 31, 2025 and 2024 respectively, were primarily related to the North America operating segment.

(3) OtherThe restructuring costsand related charges for the three and nine months ended DecemberJune 31,30, 2025,2025 respectively,include includes $69.7$18.9 million of non-cash contract termination costs, primarily relating to theNorth separationAmerica, of$1.5 themillion Curryrelating Brand.to Asia-Pacific and $0.7 million relating to EMEA.

Other macroeconomic factors, such as inflationary pressurespressures, geopolitical instability and military conflicts and fluctuations in foreign currency exchange rates, have and may continue to impact our business. We continue to monitor these factors and the potential impacts they may have on our financial results, including product input costs, freight costs and consumer discretionary spending and therefore consumer demand for our products. We also continue to monitor the broader impacts of conflicts around the world on the economy, including their effect on inflationary pressures and the price of oil globally. For example, geopolitical instability and ongoing conflicts in the Middle East have and may continue to cause volatility in global energy and transportation markets, including higher fuel prices, resulting in increased shipping and logistics costs and increased raw material and commodity costs.

See "Risk Factors—Economic and Industry Risks—Our financial results and ability to grow our business may be negatively impacted by global events beyond our control"; "—Our business depends on consumer purchases of discretionary items, which can be negatively impacted during an economic downturn or periods of inflation. This could materially impact our sales, profitability, results of operations and financial condition"; "—Fluctuations in the cost of raw materials and commodities we use in our products and costs related to our supply chain could negatively affect our operating results"; "—Our financial results and ability to grow our business may be negatively impacted by global events beyond our control"; and "—Financial Risks—Our financial results could be adversely impacted by currency exchange rate fluctuations"; and —Legal, Regulatory and Compliance Risks—Our business is subject to a wide array of laws and regulations, and our failure to comply with these requirements could lead to investigations or actions by government regulators, increase expense or reputational damage" included in Part I, Item 1A of our Annual Report on Form 10-K for Fiscal 2025.2026.

Net sales decreased by $70.9$37.5 million, or 5.1%,3.4%, to $1.3$1,075.0 billionmillion during the three months ended DecemberJune 31,30, 2025,2026, from $1.4$1,112.5 billionmillion during the three months ended DecemberJune 31,30, 2024.2025. Apparel decreased primarily due to unfavorable channel mix and lower average selling prices, partially offset by the impact of foreign exchange rates. Footwear decreased primarily due to lower average selling prices and lower unit sales. FootwearAccessories decreased primarily due to lower unit sales and lower average selling prices, partially offset by favorable channel mix. Accessories decreased primarily due to unfavorable channel mix, partially offset by higher unit sales. From a channel perspective, the decrease in net sales was due to a decrease in both wholesaledirect-to-consumer and direct-to-consumer.wholesale.

License revenues increased by $10.1$0.4 million or 14.4%,1.8%, to $80.5$24.8 million during the ninethree months ended DecemberJune 31,30, 2025,2026, from $70.4$24.4 million during the ninethree months ended DecemberJune 31,30, 2024.2025. This was primarily due to higher revenues from our international licensing partnerspartners, andpartially offset by lower revenues from our licensing partners in North America.

We include outbound freight costs associated with shipping goods to customers as cost of goods sold; however, we include the majority of outbound handling costs as a component of selling, general and administrative expenses. As a result, our gross profit may not be comparable to that of other companies that include outbound handling costs in their cost of goods sold. Outbound handling costs include costs associated with preparing goods to ship to customers and certain costs to operate our distribution facilities. These costs were $18.7 million and $58.6$18.4 million for the three andmonths nineended June 30, 2026 (three months ended DecemberJune 31,30, 2025, respectively (three and nine months ended December 31, 20242025: $20.4$19.5 million and $58.7 million, respectively).

Gross profit decreasedincreased by $75.4$47.3 million to $589.7$593.8 million during the three months ended DecemberJune 31,30, 2025,2026, as compared to $665.2$546.5 million during the three months ended DecemberJune 31,30, 2024.2025. Gross profit as a percentage of net revenues, or gross margin, decreasedincreased to 44.4%54.1% from 47.5%.48.2%. This decreaseincrease in gross margin of approximately 310590 basis points was primarily driven by unfavorablefavorable impacts of 180690 basis points from supply chain, including 200640 basis points from tariff impacts,140 basis points from pricing due to athe morerecovery promotionalof environmentcertain U.S. tariffs that were incurred in Norththe Americaprior andyear. 40This basis points from channel and regional mix. These werewas partially offset by favorableunfavorable impacts of 3050 basis points from changes in foreign currencycurrency, 30 basis points from unfavorable regional, channel and product mix and 20 basis points from productunfavorable mix.pricing.

Our selling, general and administrative expenses consist of costs related to marketing and advertising, selling, product innovation and supply chain, and corporate services. We consolidate our selling, general and administrative expenses into two primary categories: "marketing and advertising" and "other." The marketing and advertising category consists primarily of sports and brand marketing, media and retail presentation. Sports and brand marketing includes professional, club and collegiate sponsorship agreements, individual athlete and influencer agreements, and providing and selling products directly to teams and individual athletes. Media includes digital, broadcast, and print media outlets, including social and mobile media. Retail presentation includes sales displays and concept shops and depreciationamortization expense specific to our in-store fixture programs. Our marketing and advertising costs are an important driver of our growth. The other category is the sum of our selling, product innovation and supply chain, and corporate services categories.

Selling, general and administrative expenses increased by $26.8$12.7 million, or 4.2%,2.4%, during the three months ended DecemberJune 31,30, 2025 as compared to the three months ended December 31, 2024.2026. Within selling, general and administrative expenses:

•Marketing and advertising costs decreasedincreased $2.4$19.4 million or 0.6%.17.5%. This was primarily due to aan decreaseincrease in marketing activities during the period. As a percentage of net revenues, marketing and advertising costs increased to 10.7%11.9% from 10.2%.9.8%.

As a percentage of net revenues, selling, general and administrative expenses decreasedincreased to 49.5% during the three months ended June 30, 2026 as compared to 46.8% during the ninethree months ended DecemberJune 31,30, 2025 as compared to 50.1% during the nine months ended December 31, 2024.2025.

Restructuring charges within our operating expenses primarily consist of employee severance and benefit costs, contract termination costs, facility, software and other asset-related charges and impairments and various transformational initiatives. Refer to Note 11 ofto ourthe Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details.

Restructuring charges increaseddecreased by $61.0$8.8 million or 68.8% during the three months ended DecemberJune 31,30, 2025 compared to the three months ended December 31, 2024.2026. This was primarily due to higher other restructuring costs, primarily relating to the separation of the Curry Brand, partially offset by lower facility-related costs and lower other restructuring costs, partially offset by higher employee-related costs.

Interest income (expense), net includes interest income earned on our cash and cash equivalents and restricted investments, amortization of deferred financing costs, bank fees, capitalized interest for long-term property and equipment projects and interest expense under the credit and other long-term debt facilities. Refer to Note 7 ofto ourthe Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details.

Interest expense, net increased by $5.5 million to $8.9$6.6 million during the three months ended DecemberJune 31,30, 2025 compared to $3.4 million during the three months ended December 31, 2024.2026. This was primarily due to an increase in interest expense resulting from the issuance of the Senior Notes due 2030 in June 2025 and borrowings on our revolving credit facility, partially offset by interest income earned on the restricted investments held to satisfy and discharge the Senior Notes due 2026.

Other income (expense), net generally consists of unrealized and realized gains and losses on our foreign currency derivative financial instruments, and unrealized and realized gains and losses on adjustments that arise from fluctuations in foreign currency exchange rates relating to transactions generated by our international subsidiaries. Other income (expense), net also includes rentcertain expenseoperating and variable lease costs and associated sublease income relating to lease assets held for sublet purposes.purposes and other non-operational facilities.

Other expense, net decreasedincreased by $1.5$2.3 million toor $7.2 million49.4% during the ninethree months ended DecemberJune 31,30, 2025 compared to $8.7 million during the nine months ended December 31, 2024.2026. This was primarily due anto increasehigher facility-related expenses for non-operational facilities, including our former global headquarters and former distribution facility in subleaseRialto, income,California, offset by lowerand net gainslosses from foreign currency hedges.