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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
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| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2025
OR
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| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______ to _______
Commission File Number: 001-40257
Cricut, Inc.
(Exact name of Registrant as specified in its charter)
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| Delaware | | 87-0282025 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
| | |
| 10855 South River Front Parkway | | 84095 |
South Jordan, Utah | | (Zip Code) |
| (Address of Principal Executive Offices) | | |
(385) 351-0633
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A Common Stock, par value $0.001 per share | CRCT | The Nasdaq Global Select Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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☐ | Large accelerated filer | | ☒ | Accelerated filer |
☐ | Non-accelerated filer | | ☐ | Smaller reporting company |
☐ | Emerging growth company | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the registrant's common stock held by non-affiliates as of June 30, 2025, the end of the registrant's second fiscal quarter, was approximately $333.4 million, based on a closing market price of $6.77 per share.
As of February 27, 2026, the registrant had 56,748,942 shares of Class A Common Stock, and 155,032,336 shares of Class B Common Stock, outstanding.
TABLE OF CONTENTS
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Part IV | 2 |
Item 15. | Exhibits, Financial Statement Schedules | 2 |
| Signatures | 5 |
Explanatory Note
This Amendment No. 1 (“Amendment”) on Form 10-K/A amends the annual report on Form 10-K of Cricut, Inc. (the “Company”) for the period ended December 31, 2025, as filed with the Securities and Exchange Commission (the “Commission”) on March 4, 2026 (the “Form 10-K”).
This Amendment is an exhibit-only filing solely for the purpose of filing revised Exhibits 32.1 and 32.2 to comply with Section 906 of the Sarbanes-Oxley Act of 2002. No revisions are being made to the Company’s financial statements and this Amendment does not reflect events occurring after the filing of the Form 10-K, or modify or update those disclosures that may be affected by subsequent events, and no other changes are being made to any other disclosure contained in the Form 10-K.
PART IV
Item 15. Exhibits and Financial Statements Schedules
(a) The following documents are filed as part of this Report:
1.Financial Statements: The information concerning our financial statements, and the report of our independent registered public accounting firm required by this Item is incorporated by reference herein to Item 8.
2.Financial Statement Schedule: All financial statement schedules are omitted because the information called for is not required or is shown either in the consolidated financial statements or in the notes thereto.
3.Exhibits: See Item 15(b) below. We have filed, or incorporated into this Report by reference, the exhibits listed on the accompanying Index to Exhibits in this Item.
(b) Exhibits:
We have filed, or incorporated into this Report by reference, the exhibits listed on the accompanying Index to Exhibits in this Item.
(c) Financial Statement Schedules: See Item 15(a), above.
The documents listed below are incorporated by reference or are filed with this Annual Report on Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
EXHIBIT INDEX
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Exhibit Number | | Description | Filed Herewith | Form | File No. | Exhibit | Filing Date |
| 3.1 | | Amended and Restated Certificate of Incorporation of the registrant | | 10-Q | 001-40257 | 3.1 | May 13, 2021 |
| 3.2 | | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the registrant | | 8-K | 001-40257 | 3.1 | June 2, 2025 |
| 3.3 | | Amended and Restated Bylaws of the registrant | | 10-Q | 001-40257 | 3.1 | May 13, 2021 |
| 4.1 | | Description of Capital Stock | | 10-K | 001-40257 | 4.1 | March 9, 2022 |
| 10.1+ | | Form of Indemnification Agreement between the registrant and each of its directors and executive officers | | S-1/A | 333-253134 | 10.1+ | March 16, 2021 |
| 10.2+ | | Amended and Restated Outside Director Compensation Policy | | 10-Q | 001-40257 | 10.1+ | November 5, 2025 |
| 10.3+ | | Form of Incentive Unit Award | | S-1/A | 333-253134 | 10.3+ | March 16, 2021 |
| 10.4+ | | Form of Zero Strike Incentive Unit Award Agreement | | S-1/A | 333-253134 | 10.4+ | March 16, 2021 |
| 10.5+ | | Form of Incentive Unit Subscription Agreement | | S-1/A | 333-253134 | 10.5+ | March 16, 2021 |
| 10.6+ | | Form of Announcement of Bonus Award and Bonus Award Agreement | | S-1/A | 333-253134 | 10.7+ | March 16, 2021 |
| 10.7+ | | Cricut, Inc. 2021 Equity Incentive Plan and related form agreements | | S-1/A | 333-253134 | 10.9+ | March 16, 2021 |
| 10.8+ | | Executive Employment Agreement between the registrant and Ashish Arora, dated as of March 14, 2021 | | S-1/A | 333-253134 | 10.10+ | March 16, 2021 |
| 10.9+ | | Confirmatory Employment Letter between the registrant and Kimball Shill dated as of April 4, 2022 | | 10-Q | 001-40257 | 10.1+ | May 11, 2022 |
| | | | | | | | | | | | | | | | | | | | | | | |
| 10.10+ | | Confirmatory Employment Letter between the registrant and Matt Tuttle dated as of February 11, 2026 | | 10-K | 001-40257 | 10.10+ | March 4, 2026 |
| 10.11 | | Office Lease, dated as of November 20, 2014, between the registrant and Riverpark Five, LLC | | S-1/A | 333-253134 | 10.14 | March 16, 2021 |
| 10.12 | | First Amendment to Office Lease, dated as of January 6, 2017, between the registrant and Riverpark Five, LLC | | S-1/A | 333-253134 | 10.15 | March 16, 2021 |
| 10.13 | | Second Amendment to Office Lease, dated as of January 18, 2018, between the registrant and Riverpark Five, LLC | | S-1/A | 333-253134 | 10.16 | March 16, 2021 |
| 10.14 | | Amended and Restated Third Amendment to Office Lease, dated as of March 16, 2018, between the registrant and Riverpark Five, LLC | | S-1/A | 333-253134 | 10.17 | March 16, 2021 |
| 10.15 | | Fourth Amendment to Office Lease, dated as of December 13, 2021, between the registrant and Riverpark Five, LLC | | 10-K | 001-40257 | 10.18 | March 9, 2022 |
| 10.16 | | Credit Agreement, dated August 4, 2022, by and among the Company, JPMorgan Chase Bank, N.A, as Administrative Agent, and other lenders party thereto | | 10-Q | 001-40257 | 10.1* | August 10, 2022 |
| 10.17 | | Fifth Amendment to Office Lease, dated December 16, 2024, between the registrant and Riverpark Five, LLC | | 10-K | 001-40257 | 10.21 | March 5, 2025 |
| 10.18+ | | Cricut, Inc. 2021 Employee Stock Purchase Plan and related form agreements | | S-1/A | 333-253134 | 10.20+ | March 16, 2021 |
| 10.19+ | | Executive Incentive Compensation Plan | | S-1/A | 333-253134 | 10.21+ | March 16, 2021 |
| 10.20+ | | Form of Option Agreement | | S-1/A | 333-253134 | 10.22+ | March 16, 2021 |
| 10.21+ | | Executive Change in Control and Severance Plan | | S-1/A | 333-253134 | 10.23+ | March 16, 2021 |
| 19.1 | | Cricut, Inc. Insider Trading Policy | | 10-K | 001-40257 | 19.1 | March 5, 2025 |
| 21.1 | | List of subsidiaries of the registrant | | S-1/A | 333-253134 | 21.1 | March 16, 2021 |
| 23.1 | | Consent of BDO USA, P.C., Independent Registered Public Accounting Firm, as to the registrant | | 10-K | 001-40257 | 23.1 | March 4, 2026 |
| 24.1 | | Power of Attorney (contained in the signature page to the Annual Report on Form 10-K) | | 10-K | 001-40257 | 24.1 | March 4, 2026 |
| 31.1 | | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 10-K | 001-40257 | 31.1 | March 4, 2026 |
| 31.2 | | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 10-K | 001-40257 | 31.2 | March 4, 2026 |
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| 31.3 | | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | | | | |
| 31.4 | | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | | | | |
| 32.1* | | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 | X | | | | |
| 32.2* | | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 | X | | | | |
| 97.1 | | Executive Compensation Recovery Policy | | 10-K | 001-40257 | 97.1 | March 5, 2024 |
| 101 SCH | | XBRL Taxonomy Extension Schema Document. | | | | | |
| 101 CAL | | XBRL Taxonomy Extension Calculation Linkbase Document. | | | | | |
| 101 DEF | | Taxonomy Extension Definition Linkbase Document. | | | | | |
| 101 LAB | | XBRL Taxonomy Extension Label Linkbase Document. | | | | | |
| 101 PRE | | XBRL Taxonomy Extension Presentation Linkbase Document. | | | | | |
| 104 | | Cover Page Interactive Data File - the cover page interactive data is embedded within the Inline XBRL document or included within the Exhibit 101 attachments | | | | | |
+ Indicates management contract or compensatory plan.
* The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed "filed" for purposes of Section 18 or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | | | Cricut, Inc. |
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| Date: | March 6, 2026 | By: | | /s/ Ashish Arora |
| | | Name: | Ashish Arora |
| | | Title: | Chief Executive Officer and Director |
| | | | (Principal Executive Officer) |
