Crocs Q3 2026 earnings rise 48.6% to $217M
Approximately $67 million of IEEPA tariff refunds were received during the quarter; Crocs said the refunds are non-recurring and remaining tariffs continue to raise product costs.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
Crocs, Inc. (CROX) reported third-quarter 2026 revenue of $1,042.6 million, up 4.6% from $996.3 million a year earlier. Net income rose to $216.8 million from $145.8 million, while diluted earnings per share were $4.52 versus $2.70. Gross margin was 66.2%, compared with 58.5%; Crocs attributed the increase primarily to IEEPA refunds and lower duties, with favorable channel mix and lower Crocs Brand product costs also contributing. The company received approximately $67 million of IEEPA tariff refunds, including interest, during the quarter; approximately $64 million was recorded as a cost-of-sales benefit and approximately $3 million as interest income. Crocs said the refunds are non-recurring and tariffs still in effect continue to increase product costs.
Crocs repurchased 2.0 million common shares for $250.0 million, including commissions, during the quarter. For the nine months ended September 30, 2026, operating cash flow was $561.2 million, up 22.6% from a year earlier. As of September 30, 2026, cash and cash equivalents were $163.5 million, available borrowing capacity was $901.4 million, and total borrowings were $1.3 billion; Crocs reported compliance with all financial covenants.
2 points · 0 major0 major · 0 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter net income increased 48.6% to $216.8 million from $145.8 million.
- Moderate pointNine-month operating cash flow increased 22.6% to $561.2 million.
Negative
- None.
Filing Explained
Further tariff refunds have uncertain timing: Crocs estimated total eligibility at seventy-five million to eighty million dollars.
This unaudited quarterly report updates interim results and liquidity; as of
As of
Crocs estimated total eligibility for IEEPA tariff refunds, including interest, at
Key Figures
Revenue: $1,042.6 million
Net income: $216.8 million
Diluted earnings per share: $4.52 per diluted share
+5 more
8 metrics
Revenue
$1,042.6 million
Third quarter of 2026; up 4.6% from the prior-year quarter
Net income
$216.8 million
Third quarter of 2026; compared with $145.8 million in 2025
Diluted earnings per share
$4.52 per diluted share
Third quarter of 2026; compared with $2.70 in 2025
Gross margin
66.2%
Third quarter of 2026; compared with 58.5% in 2025
IEEPA tariff refunds
Approximately $67 million, including interest
Received during the third quarter of 2026
Cash provided by operating activities
$561.2 million
Nine months ended September 30, 2026; up 22.6% year over year
Common stock repurchases
2.0 million shares; $250.0 million, including commissions
Third quarter of 2026
Available borrowing capacity
$901.4 million
As of September 30, 2026
Key Terms
constant currency, gross margin, cash flow hedges, Revolving Facility
4 terms
constant currency financial
"current period results that have been retranslated using prior year average foreign exchange rates"
Constant currency is a way of measuring financial results that removes the effects of changes in currency exchange rates. It allows for a clearer comparison of a company's performance over time by showing what the numbers would look like if exchange rates had stayed the same. This helps investors understand whether growth comes from actual business improvements or just currency fluctuations.
gross margin financial
"Gross margin is defined as gross profit divided by revenues."
Gross margin is the difference between how much money a company makes from selling its products and how much it costs to produce them, expressed as a percentage of sales. It shows how efficiently a company is turning sales into profit before other expenses like marketing or salaries. Higher gross margin means the company keeps more money from each sale, which is a good sign of financial health.
cash flow hedges financial
"are considered cash flow hedges"
A cash flow hedge is an accounting label companies use when they enter financial contracts—like currency or interest-rate agreements—to protect expected future cash payments or receipts from unpredictable moves. For investors, it signals that the company is trying to smooth out future cash variability (think of locking in a price to avoid surprises), which can reduce reported profit swings but also means the company has exposure to derivative instruments and their associated risks.
Revolving Facility financial
"senior secured revolving credit facility with aggregate commitments of $1.0 billion"
A revolving facility is a bank loan that works like a company credit card: the borrower can draw funds, repay them, and draw again up to a set limit during the agreement period. It matters to investors because it provides short-term cash flexibility for operations, investments, or emergencies, and the cost or availability of that credit can affect a company’s liquidity, interest expenses, and financial stability.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did CROX report in the third quarter of 2026?
Crocs reported $1,042.6 million in third-quarter 2026 revenue, up 4.6% from $996.3 million a year earlier. Higher unit sales volume contributed $37.6 million, or 3.8%, and higher average selling price contributed $9.0 million, or 0.9%; currency effects were approximately flat.
What were CROX's third-quarter 2026 earnings?
Crocs reported third-quarter net income of $216.8 million and diluted earnings per share of $4.52, compared with $145.8 million and $2.70 in the prior-year quarter. Income from operations was $291.9 million, versus $207.7 million.
How much CROX stock repurchase authorization remained?
Crocs had $1.7 billion of remaining authorization to repurchase common stock as of September 30, 2026, subject to restrictions under its debt agreements.
How much availability remained under Crocs' Revolving Facility?
As of September 30, 2026, $886.4 million was available under the Revolving Facility. Crocs had $113.0 million of outstanding borrowings and $0.6 million of outstanding letters of credit, which reduced availability.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________________
FORM 10-Q
For the quarterly period ended September 30, 2026
or
For the transition period from to
Commission File No. 000-51754
_____________________________________________________________
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address, including zip code, of registrant’s principal executive offices)
(303 ) 848-7000
(Registrant’s telephone number, including area code)
_____________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading symbol: | Name of each exchange on which registered: | ||||||||||||
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, a 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.
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 22, 2026, Crocs, Inc. had 45,725,039 shares of its common stock, par value $0.001 per share, outstanding.
Table of Contents
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). From time to time, we may also provide oral or written forward-looking statements in other materials we release to the public. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995.
Statements that refer to industry trends, projections of our future financial performance, anticipated trends in our business and other characterizations of future events or circumstances are forward-looking statements. These statements, which express management’s current views concerning future events or results, use words like “anticipate,” “assume,” “believe,” “confident,” “continue,” “estimate,” “expect,” “future,” “intend,” “plan,” “project,” “strive,” and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will,” “would,” and similar expressions or variations. Examples of forward-looking statements include, but are not limited to, statements we make regarding:
•our expectations regarding future trends, expectations, and performance of our business;
•our expectations regarding the impact of economic trends on our business;
•our belief that we have sufficient liquidity to fund our business operations during the next twelve months; and
•our expectations about the impact of our strategic plans.
Forward-looking statements are subject to risks, uncertainties, and other factors, which may cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements include, without limitation, those described in the section entitled “Risk Factors” under Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2025, and our subsequent filings with the Securities and Exchange Commission, including those described in the section entitled “Risk Factors” under Item 1A in this report. Caution should be taken not to place undue reliance on any such forward-looking statements. Moreover, such forward-looking statements speak only as of the date of this report. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements, except as required by applicable law.
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Crocs, Inc.
Table of Contents to the Quarterly Report on Form 10-Q
For the Quarterly Period Ended September 30, 2026
| PART I — Financial Information | ||||||||
Item 1. | Financial Statements (Unaudited) | |||||||
Condensed Consolidated Statements of Operations | 1 | |||||||
Condensed Consolidated Statements of Comprehensive Income (Loss) | 2 | |||||||
Condensed Consolidated Balance Sheets | 3 | |||||||
Condensed Consolidated Statements of Stockholders’ Equity | 4 | |||||||
Condensed Consolidated Statements of Cash Flows | 6 | |||||||
Notes to Condensed Consolidated Financial Statements | 7 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 | ||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 29 | ||||||
Item 4. | Controls and Procedures | 30 | ||||||
PART II — Other Information | 31 | |||||||
Item 1. | Legal Proceedings | 31 | ||||||
Item 1A. | Risk Factors | 31 | ||||||
Item 2. | Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities | 31 | ||||||
Item 5. | Other Information | 31 | ||||||
Item 6. | Exhibits | 32 | ||||||
Signatures | 33 | |||||||
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PART I — Financial Information
ITEM 1. Financial Statements
CROCS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Revenues | $ | $ | $ | $ | |||||||||||||||||||
Cost of sales | |||||||||||||||||||||||
Gross profit | |||||||||||||||||||||||
Selling, general and administrative expenses | |||||||||||||||||||||||
| Goodwill impairment | |||||||||||||||||||||||
| Asset impairments | |||||||||||||||||||||||
Income from operations | |||||||||||||||||||||||
Foreign currency gains (losses), net | ( | ||||||||||||||||||||||
Interest income | |||||||||||||||||||||||
Interest expense | ( | ( | ( | ( | |||||||||||||||||||
Other (expense) income, net | ( | ( | ( | ||||||||||||||||||||
Income (loss) before income taxes | ( | ||||||||||||||||||||||
Income tax expense | |||||||||||||||||||||||
Net income (loss) | $ | $ | $ | $ | ( | ||||||||||||||||||
Net income (loss) per common share: | |||||||||||||||||||||||
Basic | $ | $ | $ | $ | ( | ||||||||||||||||||
Diluted | $ | $ | $ | $ | ( | ||||||||||||||||||
Weighted average common shares outstanding: | |||||||||||||||||||||||
Basic | |||||||||||||||||||||||
Diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CROCS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(in thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Net income (loss) | $ | $ | $ | $ | ( | ||||||||||||||||||
Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Derivatives designated as hedging instruments: | |||||||||||||||||||||||
Unrealized (losses) gains on derivative instruments | ( | ( | |||||||||||||||||||||
Reclassification adjustment for realized (gains) losses on derivative instruments | ( | ( | ( | ||||||||||||||||||||
Net (decrease) increase from derivatives designated as hedging instruments | ( | ( | |||||||||||||||||||||
Foreign currency translation (losses) gains, net | ( | ( | ( | ||||||||||||||||||||
Total comprehensive income (loss), net of tax | $ | $ | $ | $ | ( | ||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
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CROCS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share and par value amounts)
| September 30, 2026 | December 31, 2025 | ||||||||||
ASSETS | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowances of $ | |||||||||||
Inventories | |||||||||||
Income taxes receivable | |||||||||||
Other receivables | |||||||||||
Prepaid expenses and other assets | |||||||||||
Total current assets | |||||||||||
Property and equipment, net of accumulated depreciation of $ | |||||||||||
Intangible assets, net | |||||||||||
Goodwill | |||||||||||
Deferred tax assets, net | |||||||||||
Restricted cash | |||||||||||
Right-of-use assets | |||||||||||
Other assets | |||||||||||
Total assets | $ | $ | |||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
Current liabilities: | |||||||||||
Accounts payable | $ | $ | |||||||||
Accrued expenses and other liabilities | |||||||||||
Income taxes payable | |||||||||||
Current operating lease liabilities | |||||||||||
Total current liabilities | |||||||||||
Deferred tax liabilities, net | |||||||||||
Long-term income taxes payable | |||||||||||
Long-term borrowings | |||||||||||
| Long-term operating lease liabilities | |||||||||||
Other liabilities | |||||||||||
Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
Stockholders’ equity: | |||||||||||
Common stock, par value $ | |||||||||||
Treasury stock, at cost, | ( | ( | |||||||||
Additional paid-in capital | |||||||||||
Retained earnings | |||||||||||
Accumulated other comprehensive loss | ( | ( | |||||||||
Total stockholders’ equity | |||||||||||
Total liabilities and stockholders’ equity | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CROCS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
(in thousands)
| Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2026 | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Exercises of stock options, issuance of restricted stock awards, and vests of restricted stock units, net of shares withheld for taxes | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
Repurchases of common stock, including excise tax | ( | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2026 | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2025 | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Exercises of stock options, issuance of restricted stock awards, and vests of restricted stock units, net of shares withheld for taxes | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
Repurchases of common stock, including excise tax | ( | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2025 | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CROCS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
(in thousands)
| Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2025 | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Exercises of stock options, issuance of restricted stock awards, and vests of restricted stock units, net of shares withheld for taxes | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
Repurchases of common stock, including excise tax | ( | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2026 | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Exercises of stock options, issuance of restricted stock awards, and vests of restricted stock units, net of shares withheld for taxes | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
Repurchases of common stock, including excise tax | ( | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2025 | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CROCS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
Cash flows from operating activities: | |||||||||||
Net income (loss) | $ | $ | ( | ||||||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
Depreciation and amortization | |||||||||||
Operating lease cost | |||||||||||
Share-based compensation | |||||||||||
| Asset impairment | |||||||||||
Deferred taxes | ( | ||||||||||
Other non-cash items | |||||||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts receivable | ( | ( | |||||||||
Inventories | ( | ( | |||||||||
Prepaid expenses and other assets | ( | ( | |||||||||
Accounts payable, accrued expenses and other liabilities | ( | ( | |||||||||
Right-of-use assets and operating lease liabilities | ( | ( | |||||||||
Income taxes | ( | ||||||||||
Cash provided by operating activities | |||||||||||
Cash flows from investing activities: | |||||||||||
Purchases of property, equipment, and software | ( | ( | |||||||||
Cash used in investing activities | ( | ( | |||||||||
Cash flows from financing activities: | |||||||||||
Proceeds from borrowings | |||||||||||
Repayments of borrowings | ( | ( | |||||||||
Repurchases of common stock, including excise tax | ( | ( | |||||||||
Repurchases of common stock for tax withholding | ( | ( | |||||||||
Cash used in financing activities | ( | ( | |||||||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | ( | ||||||||||
Net change in cash, cash equivalents, and restricted cash | ( | ||||||||||
Cash, cash equivalents, and restricted cash—beginning of period | |||||||||||
Cash, cash equivalents, and restricted cash—end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CROCS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unless otherwise noted in this report, any description of the “Company,” “we,” “us,” or “our” includes Crocs, Inc. and our consolidated subsidiaries within our reportable operating segments and corporate operations. We are engaged in the design, development, worldwide marketing, distribution, and sale of casual lifestyle footwear and accessories for all. We strive to be the global leader in the sale of casual footwear characterized by functionality, comfort, color, and lightweight design.
Our reportable operating segments include: (i) the Crocs Brand and (ii) the HEYDUDE Brand. See Note 13 — Operating Segments for additional information.
The accompanying unaudited condensed consolidated interim financial statements include our accounts and those of our wholly-owned subsidiaries, and they reflect all adjustments which are necessary for a fair statement of results of operations, financial position, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Such unaudited condensed consolidated interim financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The year-end condensed balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP.
Reclassifications
We have reclassified certain amounts in Note 1 — Basis of Presentation and Summary of Significant Accounting Policies to conform to current period presentation.
Use of Estimates
U.S. GAAP requires us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions used to determine certain amounts that affect the financial statements are reasonable, based on information available at the time they are made. Management believes that the estimates, judgments, and assumptions made when accounting for items and matters such as, but not limited to, the allowance for doubtful accounts, customer rebates, sales returns and allowances, impairment assessments and charges, recoverability of long-lived assets, deferred tax assets, valuation allowances, uncertain tax positions, income tax expense, share-based compensation expense, the assessment of lower of cost or net realizable value on inventory, useful lives assigned to long-lived assets, goodwill, and indefinite-lived intangible assets are reasonable based on information available at the time they are made. To the extent there are differences between these estimates and actual results, our condensed consolidated financial statements may be materially affected.
Changes in Laws and Regulations
On February 20, 2026, the United States Supreme Court ruled the President did not have the requisite authority to impose tariffs under the International Emergency Economic Powers Act (“IEEPA”). On March 4, 2026, the Court of International Trade ordered U.S. Customs and Border Protection to begin the refund process for all importers who were subject to IEEPA duties. As of September 30, 2026, we received approximately $67 million of IEEPA tariff refunds, including interest. Of this amount, approximately $64 million of benefit is recorded within ‘Cost of sales’ and approximately $3 million of benefit is recorded within ‘Interest income’ in the condensed consolidated statements of operations during the three months ended September 30, 2026.
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Condensed Consolidated Statements of Cash Flows - Supplemental Disclosures
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in thousands) | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
Cash paid for income taxes, net of refunds (1) | |||||||||||
| Cash paid for operating leases | |||||||||||
| Non-Cash Investing and Financing Activities: | |||||||||||
| Right-of-use assets obtained in exchange for operating lease liabilities, net of terminations | $ | $ | |||||||||
Accrued purchases of property, equipment, and software | |||||||||||
(1) In the fourth quarter of 2025, we revised our presentation for cash paid for income taxes. Previously, cash paid for income taxes was presented excluding income tax refunds received. Under the revised presentation, cash paid for income taxes is presented net of refunds. We believe the revised presentation provides more meaningful and transparent information regarding our operating cash flows. Amounts for the nine months ended September 30, 2025, have been recast to conform to current period presentation.
2. RECENT ACCOUNTING PRONOUNCEMENTS
New Accounting Pronouncements Not Yet Adopted
Disaggregation of Income Statement Expenses
In November 2024, with subsequent clarification in January 2025, the FASB issued authoritative guidance related to the disclosure of disaggregation of income statement expenses. This guidance becomes effective for annual periods beginning after December 15, 2026, with early adoption permitted, and should be applied on a prospective basis. We do not expect this standard to have a material impact on our consolidated financial statements, but it will require increased disclosures within the notes to our consolidated financial statements.
Other new pronouncements issued but not effective until after September 30, 2026, are not expected to have a material impact on our condensed consolidated financial statements.
3. GOODWILL AND INTANGIBLE ASSETS, NET
We evaluate the carrying value of our indefinite-lived intangible assets and goodwill at least annually or when an interim triggering event has occurred indicating potential impairment. Any impairment recorded is reflected as a non-cash adjustment to net income (loss) within cash flows from operating activities in the condensed consolidated statements of cash flows.
There was no triggering event or impairment recorded during the three and nine months ended September 30, 2026.
During the three months ended June 30, 2025, there was a triggering event for the HEYDUDE Brand indefinite-lived intangible assets (which consists solely of the HEYDUDE trademark) (the “trademark”) and the HEYDUDE Brand reporting unit (the “reporting unit”) goodwill. The triggering event was due to downward revisions during the second quarter of the fiscal year ended 2025, to our internal HEYDUDE Brand forecast as a result of the extended time we believed it would take us to stabilize the HEYDUDE Brand and return it to growth. This was partly due to the projected impact of a weak U.S. consumer at the time of the triggering event, and the disproportionate impact of tariffs on HEYDUDE Brand products, which became evident in the second quarter of the fiscal year ended 2025. As a result, we completed quantitative assessments for the trademark and the reporting unit goodwill in the second quarter of the fiscal year ended 2025.
For the quantitative assessments, we compared the estimated fair values of the trademark and reporting unit with their respective carrying values. If the carrying value of the trademark or reporting unit exceeded the estimated fair value, an impairment charge was recorded. The quantitative assessments for the trademark and reporting unit goodwill were performed by management with the assistance of third-party valuation specialists.
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The quantitative assessment of the trademark was performed using the Multi-Period Excess Earnings approach. The primary assumptions developed by management and used in the assessment included annual revenue growth rates averaging approximately 8 %, projected earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margins averaging approximately 20 %, and a market-based discount rate of 15.0 %, which was based on, most significantly, a risk-free rate of return, an equity market risk premium, and a company-specific risk premium. The estimated fair value of the trademark did not exceed its carrying value. In the second quarter of the fiscal year ended 2025, we recorded an impairment charge of $430.0 million within ‘Asset impairments’ in our condensed consolidated statements of operations related to the trademark, after which the estimated fair value equaled its carrying value. This impairment charge reflects lower than previously expected annual revenue growth rates and EBITDA as well as increases in market-based discount rates, specifically the risk-free rate of return, when compared to those used in our most recent annual impairment test completed in the fourth quarter of 2024.
We performed the quantitative assessment for the reporting unit goodwill using the discounted cash flow method. The primary assumptions developed by management and used in the assessment included annual revenue growth rates, projected EBITDA margins, and a market-based discount rate, which was based on, most significantly, a risk-free rate of return, an equity market risk premium, and a company-specific risk premium. The estimated fair value of the reporting unit goodwill did not exceed its carrying value. In the second quarter of the fiscal year ended 2025, we recorded an impairment charge of $307.0 million within ‘Goodwill impairment’ in our condensed consolidated statements of operations related to the reporting unit goodwill, after which the estimated fair value equaled its carrying value. This impairment charge reflects lower than previously expected annual revenue growth rates and EBITDA as well as increases in market-based discount rates, specifically the risk-free rate of return, when compared to those used in our most recent annual impairment test completed in the fourth quarter of 2024.
The changes in goodwill for the nine months ended September 30, 2026, were:
| Goodwill | |||||||||||||||||
Crocs Brand | HEYDUDE Brand | Total | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Gross goodwill at December 31, 2025 | $ | $ | $ | ||||||||||||||
Accumulated impairment | ( | ( | ( | ||||||||||||||
| Net goodwill at December 31, 2025 | |||||||||||||||||
Changes during the nine months ended September 30, 2026: | |||||||||||||||||
Foreign currency translation | ( | ( | |||||||||||||||
Gross goodwill at September 30, 2026 | |||||||||||||||||
Accumulated impairment | ( | ( | ( | ||||||||||||||
Net goodwill at September 30, 2026 | $ | $ | $ | ||||||||||||||
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‘Intangible assets, net’ reported in the condensed consolidated balance sheets consist of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| Gross | Accumulated Amortization | Accumulated Impairment | Net | Gross | Accumulated Amortization | Accumulated Impairment | Net | ||||||||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Intangible assets subject to amortization: | |||||||||||||||||||||||||||||||||||||||||||||||
Capitalized software | $ | $ | ( | $ | — | $ | $ | $ | ( | $ | — | $ | |||||||||||||||||||||||||||||||||||
Customer relationships | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||
| Patents, copyrights, and trademarks | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||
| Intangible assets not subject to amortization: | |||||||||||||||||||||||||||||||||||||||||||||||
| HEYDUDE trademark | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||
In progress | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Total | $ | $ | ( | $ | ( | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||
4. ACCRUED EXPENSES AND OTHER LIABILITIES
Amounts reported in ‘Accrued expenses and other liabilities’ in the condensed consolidated balance sheets were:
| September 30, 2026 | December 31, 2025 | ||||||||||
| (in thousands) | |||||||||||
| Accrued compensation and benefits | $ | $ | |||||||||
| Professional services | |||||||||||
| Fulfillment, freight, and duties | |||||||||||
| Return liabilities | |||||||||||
| Sales/use and value added taxes payable | |||||||||||
Other | |||||||||||
| Total accrued expenses and other liabilities | $ | $ | |||||||||
5. FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements
All of our derivative instruments are classified as Level 2 of the fair value hierarchy and are reported in the condensed consolidated balance sheets within either ‘Prepaid expenses and other assets’ or ‘Accrued expenses and other liabilities’ at September 30, 2026, and December 31, 2025. The fair values of our derivative instruments were an insignificant asset and an insignificant liability at September 30, 2026, and an insignificant asset and an insignificant liability at December 31, 2025. See Note 6 — Derivative Financial Instruments for more information.
The carrying amounts of our cash, cash equivalents, and restricted cash approximate their fair value and are classified as Level
1 of the fair value hierarchy. The carrying amounts of our accounts receivable, accounts payable, and current accrued expenses and other liabilities approximate their fair value as recorded due to the short-term maturity of these instruments and are classified as Level 2 of the fair value hierarchy.
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Our borrowing instruments are recorded at their carrying values in the condensed consolidated balance sheets, which may differ from their respective fair values. The Term Loan B Facility (as defined below) and the Notes (as defined below) are classified as Level 1 of the fair value hierarchy and are reported in our condensed consolidated balance sheet at face value, less unamortized issuance costs. The fair value of our Revolving Facility (as defined below) approximates its carrying value at September 30, 2026, and December 31, 2025, based on interest rates currently available to us for similar borrowings. The carrying value and fair value of our borrowing instruments as of September 30, 2026, and December 31, 2025, were:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Term Loan B Facility | $ | $ | $ | $ | |||||||||||||||||||
| 2029 Notes | |||||||||||||||||||||||
| 2031 Notes | |||||||||||||||||||||||
| Revolving Facility | |||||||||||||||||||||||
Non-Financial Assets and Liabilities
Our non-financial assets, which primarily consist of property and equipment, right-of-use assets, goodwill, and other intangible assets, are not required to be carried at fair value on a recurring basis and are reported at carrying value.
The fair values of these assets were determined based on Level 3 measurements, including estimates of the amount and timing of future cash flows based upon historical experience, expected market conditions, and management’s plans. We recorded impairments within ‘Asset impairments’ in our condensed consolidated statements of operations as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
Indefinite-lived trademark impairment (1) | $ | $ | $ | $ | |||||||||||||||||||
Goodwill impairment (1) | |||||||||||||||||||||||
Leasehold improvement asset impairment (2) | |||||||||||||||||||||||
Information technology systems impairment (3) | |||||||||||||||||||||||
| Total asset impairments | $ | $ | $ | $ | |||||||||||||||||||
(1) During the nine months ended September 30, 2025, we recognized impairment charges of $430.0 million and $307.0 million to our indefinite-lived HEYDUDE trademark and HEYDUDE Brand reporting unit goodwill, respectively. Refer to Note 3 — Goodwill and Intangible Assets, Net for additional information.
(2) During the nine months ended September 30, 2026, we recognized impairment charges of $3.3 million for certain HEYDUDE retail stores.
6. DERIVATIVE FINANCIAL INSTRUMENTS
We transact business in various foreign entities and are therefore exposed to foreign currency exchange rate risk that impacts the reported U.S. Dollar (“USD”) amounts of revenues, expenses, and certain foreign currency monetary assets and liabilities. In order to manage exposure to fluctuations in foreign currency and to reduce the volatility in earnings caused by fluctuations in foreign exchange rates, we may enter into forward contracts to buy and sell foreign currency. By policy, we do not enter into these contracts for trading purposes or speculation.
Counterparty default risk is considered low because the forward contracts we enter into are over-the-counter instruments transacted with highly-rated financial institutions. We were not required to and did not post collateral as of September 30, 2026, or December 31, 2025.
Our derivative instruments are recorded at fair value as a derivative asset or liability in the condensed consolidated balance sheets within either ‘Prepaid expenses and other assets’ or ‘Accrued expenses and other liabilities’ at September 30, 2026, and December 31, 2025. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a
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hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged transactions in a cash flow hedge. We may enter into derivative contracts that are intended to economically hedge certain components of its risk, even though hedge accounting does not apply, or we elect not to apply hedge accounting.
We report derivative instruments with the same counterparty on a net basis when a master netting arrangement is in place. For the condensed consolidated statements of cash flows, we classify cash flows from derivative instruments at settlement in the same category as the cash flows from the related hedged items within ‘Cash provided by operating activities.’
As of September 30, 2026, we have derivatives not designated as hedging instruments (“non-hedged derivatives”), which consist of foreign currency forward contracts primarily used to hedge monetary assets and liabilities denominated in non-functional currencies. For our non-hedged derivatives, changes in fair value are recognized within ‘Foreign currency gains (losses), net’ in the condensed consolidated statements of operations.
We also have cash flow hedges (“hedged derivatives”) as of September 30, 2026. We are exposed to fluctuations in various foreign currencies against our functional currency, the U.S. Dollar. Specifically, we have subsidiaries that transact in currencies other than their functional currency. We use cash flow hedges to minimize the variability in cash flows caused by fluctuations in foreign currency exchange rates related to our external sales and external purchases of inventory. Currency forward agreements involve fixing the exchange rates for delivery of a specified amount of foreign currency on a specified date. The currency forward agreements are typically cash settled in USD for their fair value at or close to their settlement date. We may also use currency option contracts under which we will pay a premium for the right to sell a specified amount of a foreign currency prior to the maturity date of the option.
The fair values of derivative assets and liabilities, net, all of which are classified as Level 2, are reported within either ‘Prepaid expenses and other assets’ or ‘Accrued expenses and other liabilities’ in the condensed consolidated balance sheets and were:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Derivative Assets | Derivative Liabilities | Derivative Assets | Derivative Liabilities | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Non-hedged derivatives: | |||||||||||||||||||||||
| Forward foreign currency exchange contracts | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Hedged derivatives: | |||||||||||||||||||||||
| Cash flow foreign currency contracts | ( | ( | |||||||||||||||||||||
| Total derivatives | ( | ( | |||||||||||||||||||||
| Netting of counterparty contracts | ( | ( | |||||||||||||||||||||
| Total derivatives, net of counterparty contracts | $ | $ | ( | $ | $ | ( | |||||||||||||||||
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The notional amounts of outstanding foreign currency forward exchange contracts presented below report the total U.S. Dollar equivalent position and the net contract fair values for each foreign currency position.
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Notional | Fair Value | Notional | Fair Value | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Non-hedged derivatives: | |||||||||||||||||||||||
| British Pound Sterling | $ | $ | $ | $ | ( | ||||||||||||||||||
| South Korean Won | |||||||||||||||||||||||
| Euro | |||||||||||||||||||||||
| Brazilian Real | ( | ||||||||||||||||||||||
| Japanese Yen | ( | ||||||||||||||||||||||
| Canadian Dollar | |||||||||||||||||||||||
| Total non-hedged derivatives | ( | ||||||||||||||||||||||
| Hedged derivatives: | |||||||||||||||||||||||
| Euro | ( | ||||||||||||||||||||||
| South Korean Won | ( | ( | |||||||||||||||||||||
| Japanese Yen | |||||||||||||||||||||||
| British Pound Sterling | ( | ||||||||||||||||||||||
| Australian Dollar | ( | ( | |||||||||||||||||||||
| Canadian Dollar | ( | ||||||||||||||||||||||
| Total hedged derivatives | ( | ||||||||||||||||||||||
| Total derivatives | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Latest maturity date, non-hedged derivatives | October 2026 | January 2026 | |||||||||||||||||||||
| Latest maturity date, hedged derivatives | December 2026 | December 2026 | |||||||||||||||||||||
Amounts reported in ‘Foreign currency gains (losses), net’ in the condensed consolidated statements of operations include both realized and unrealized gains and losses from foreign currency transactions and derivative contracts and were:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
Foreign currency transaction gains (losses) | $ | $ | $ | ( | $ | ||||||||||||||||||
Foreign currency forward exchange contracts (losses) gains | ( | ( | |||||||||||||||||||||
Foreign currency gains (losses), net | $ | $ | $ | ( | $ | ||||||||||||||||||
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7. BORROWINGS
Our long-term borrowings were as follows:
| Maturity | Stated Interest Rate | Effective Interest Rate | September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||
Notes issuance of $ | 2029 | % | % | $ | $ | |||||||||||||||||||||||||||
Notes issuance of $ | 2031 | % | % | |||||||||||||||||||||||||||||
| Term Loan B Facility | 2029 | |||||||||||||||||||||||||||||||
| Revolving Facility | 2027 | |||||||||||||||||||||||||||||||
| Total face value of long-term borrowings | ||||||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||
| Unamortized issuance costs | ||||||||||||||||||||||||||||||||
| Total long-term borrowings | $ | $ | ||||||||||||||||||||||||||||||
At September 30, 2026, and December 31, 2025, $2.9 million and $10.2 million, respectively, of accrued interest related to our borrowings was reported in ‘Accounts payable’ in the condensed consolidated balance sheets.
Senior Revolving Credit Facility
The Company and certain of its subsidiaries (the “Borrowers”) are parties to a credit agreement (as amended, the “Revolving Credit Agreement”) that provides for a senior secured revolving credit facility with aggregate commitments of $1.0 billion (the “Revolving Facility”). Subject to the terms of the Revolving Credit Agreement and lender commitments, the Borrowers may increase the commitments under the Revolving Facility by up to an additional $400.0 million, subject to certain conditions. The Revolving Facility matures in November 2027.
As of September 30, 2026, we had $113.0 million of outstanding borrowings and $0.6 million of outstanding letters of credit, which reduced availability under the Revolving Facility. As of September 30, 2026 and December 31, 2025, availability under the Revolving Facility was $886.4 million and $937.4 million, respectively.
Term Loan B Facility
The Company is party to a credit agreement (as amended, the “Term Loan B Credit Agreement”) that provides for a senior secured term loan facility (the “Term Loan B Facility”). As of September 30, 2026, the Term Loan B Facility was fully drawn with no remaining borrowing capacity, and we had $500.0 million in outstanding principal on the Term Loan B Facility.
Asia Revolving Credit Facility
The Company maintains a revolving credit facility with Citibank (China) Company Limited, Shanghai Branch (the “Asia Revolving Facility”), which provides borrowing capacity of up to $15.0 million (or its equivalent in local currency). As of September 30, 2026, and December 31, 2025, there were no
Senior Notes Issuances
The Company has $350.0 million aggregate principal amount of 4.250 % Senior Notes due March 15, 2029, (the “2029 Notes”) outstanding. Additionally, the Company has $350.0 million aggregate principal amount of 4.125 % Senior Notes due August 15, 2031, (the “2031 Notes”) outstanding. Interest on each of the 2029 Notes and the 2031 Notes (collectively, the “Notes”) is payable semi-annually.
The Company was in compliance with all financial covenants as of September 30, 2026.
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8. COMMON STOCK REPURCHASE PROGRAM
During the three months ended September 30, 2026, we repurchased 2.0 million shares of our common stock at a cost of $250.0 million, including commissions. During the nine months ended September 30, 2026, we repurchased 4.4 million shares of our common stock at a cost of $500.6 million, including commissions. During the three months ended September 30, 2025, we repurchased 2.4 million shares of our common stock at a cost of $202.9 million, including commissions. During the nine months ended September 30, 2025, we repurchased 4.4 million shares of our common stock at a cost of $397.0 million, including commissions.
As of September 30, 2026, and December 31, 2025, we had an accrual recorded for the stock repurchase excise tax of $4.6 million and $5.5 million, respectively, which is reported in ‘Accrued expenses and other liabilities’ and ‘Treasury stock’ in our condensed consolidated balance sheets.
9. REVENUES
Revenues by reportable operating segment, geography, and channel were:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Crocs Brand: | |||||||||||||||||||||||
| North America: | |||||||||||||||||||||||
| Wholesale | $ | $ | $ | $ | |||||||||||||||||||
| Direct-to-consumer | |||||||||||||||||||||||
Total North America (1) | |||||||||||||||||||||||
| International: | |||||||||||||||||||||||
| Wholesale | |||||||||||||||||||||||
| Direct-to-consumer | |||||||||||||||||||||||
| Total International | |||||||||||||||||||||||
| Total Crocs Brand | $ | $ | $ | $ | |||||||||||||||||||
| Crocs Brand: | |||||||||||||||||||||||
Total Wholesale | $ | $ | $ | $ | |||||||||||||||||||
Total Direct-to-consumer | |||||||||||||||||||||||
| Total Crocs Brand | |||||||||||||||||||||||
| HEYDUDE Brand: | |||||||||||||||||||||||
| Wholesale | |||||||||||||||||||||||
| Direct-to-consumer | |||||||||||||||||||||||
Total HEYDUDE Brand (2) | |||||||||||||||||||||||
| Total consolidated revenues | $ | $ | $ | $ | |||||||||||||||||||
(1) North America includes the United States and Canada.
(2) The vast majority of HEYDUDE Brand revenues are derived from North America.
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10. INCOME TAXES
Income tax expense and effective tax rates were:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands, except effective tax rate) | |||||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | $ | $ | ( | ||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Effective tax rate | % | % | % | ( | %) | ||||||||||||||||||
During the three months ended September 30, 2026, income tax expense increased $17.1 million compared to the same period in 2025. The effective tax rate for the three months ended September 30, 2026, was 21.9 % compared to an effective tax rate of 23.0 % for the same period in 2025. The change in the effective tax rate was the result of a shift in the mix of our domestic and foreign earnings. Our effective income tax rate, for each period presented, also differs from the federal U.S. statutory rate due to differences in income tax rates between U.S. and foreign jurisdictions.
During the nine months ended September 30, 2026, income tax expense increased $28.9 million compared to the same period in 2025. The effective tax rate for the nine months ended September 30, 2026, was 22.4 % compared to an effective tax rate of (243.6 )% for the same period in 2025. The change in the effective tax rate was the result of year-to-date tax expense compared to the impact of the income (loss) before income taxes related to the impairments of the indefinite-lived HEYDUDE trademark and HEYDUDE Brand reporting unit goodwill in the nine months ended September 30, 2025. As a result of a prior year intra-entity transaction, the value of the intellectual property for tax purposes is subject to revaluation and therefore there are not similar impacts for tax as a result of the intellectual property impairment. Our effective income tax rate, for each period presented, also differs from the federal U.S. statutory rate due to differences in income tax rates between U.S. and foreign jurisdictions.
Pillar Two Global Minimum Tax
The Organization for Economic Co-operation and Development (“OECD”) has released Pillar Two model rules introducing a 15% global minimum tax rate applied on a country-by-country basis for large multinational corporations. Various jurisdictions we operate in have enacted the legislation. In January 2026, the OECD released additional guidance that excludes U.S. parented companies from most of the scope of Pillar Two taxes, specifically the Income Inclusion Rule and Undertaxed Profits Rule effective as of 2026. We are monitoring continuing development of these laws and the potential impact they will have on our Company. We do not anticipate the Pillar Two rules will have a significant impact on our 2026 consolidated financial statements.
H.R.1 Tax Act Bill
On July 4, 2025, H.R.1. was signed into law, amending and extending several provisions of the 2017 Tax Cuts and Jobs Act. Key changes relevant to the Company include the reinstatement of 100% bonus depreciation, the deductibility of domestic R&D expenses, and modifications to international provisions. The Company applied the provisions of the new tax law in 2026 and it did not have a significant impact on our 2026 consolidated financial statements.
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11. EARNINGS PER SHARE
Basic and diluted earnings per common share (“EPS”) for the three and nine months ended September 30, 2026, and 2025, were:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands, except per share data) | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
Net income (loss) | $ | $ | $ | $ | ( | ||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
Weighted average common shares outstanding - basic | |||||||||||||||||||||||
Plus: Dilutive effect of stock options and unvested restricted stock units | |||||||||||||||||||||||
Weighted average common shares outstanding - diluted | |||||||||||||||||||||||
Net income (loss) per common share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ( | ||||||||||||||||||
| Diluted | $ | $ | $ | $ | ( | ||||||||||||||||||
12. COMMITMENTS AND CONTINGENCIES
Purchase Commitments
As of September 30, 2026, we had purchase commitments to third-party manufacturers, primarily for materials and supplies used in the manufacture of our products, for an aggregate of $307.5 million. We expect to fulfill our commitments under these agreements in the normal course of business, and as such, no liability has been recorded.
Other
We are regularly subject to, and are currently undergoing, audits by various tax authorities in the U.S. and several foreign jurisdictions, including customs duties, import, and other taxes for prior tax years.
During our normal course of business, we may make certain indemnities, commitments, and guarantees under which we may be required to make payments in relation to certain matters. We cannot determine a range of estimated future payments and have not recorded any liability for such payments in the accompanying condensed consolidated balance sheets.
See Note 14 — Legal Proceedings for further details regarding potential loss contingencies related to government tax audits and
other current legal proceedings.
13. OPERATING SEGMENTS
We have two
Additionally, ‘Enterprise corporate’ costs include global corporate costs associated with both brands, including legal, information technology, human resources, and finance.
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Each segment’s performance is evaluated based on segment results without allocating Enterprise corporate expenses. Segment profits or losses include adjustments to eliminate inter-segment sales. Reconciling items between segment income from operations and income from operations consist of unallocated Enterprise corporate expenses. Our chief operating decision maker is Andrew Rees, Chief Executive Officer. Mr. Rees uses income from operations as a measure of profit or loss. Mr. Rees considers the performance of these measures against management expectations when making decisions about the allocation of operating and capital resources to each segment.
We do not report asset information by segment because that information is not used to evaluate performance or allocate resources between segments.
The following tables set forth information related to reportable operating segments:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
Crocs Brand: | |||||||||||||||||||||||
Revenues | $ | $ | $ | $ | |||||||||||||||||||
Cost of sales | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
Income from operations | |||||||||||||||||||||||
HEYDUDE Brand: | |||||||||||||||||||||||
Revenues | |||||||||||||||||||||||
Cost of sales | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
Asset impairments | |||||||||||||||||||||||
Income (loss) from operations | ( | ||||||||||||||||||||||
Total segment income from operations | $ | $ | $ | $ | |||||||||||||||||||
Reconciliation of segment income from operations to income (loss) before income taxes: | |||||||||||||||||||||||
| Enterprise corporate costs | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Foreign currency gains (losses), net | ( | ||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
Other (expense) income, net | ( | ( | ( | ||||||||||||||||||||
Income (loss) before income taxes | $ | $ | $ | $ | ( | ||||||||||||||||||
Depreciation and amortization: (1) | |||||||||||||||||||||||
Crocs Brand | $ | $ | $ | $ | |||||||||||||||||||
| HEYDUDE Brand | |||||||||||||||||||||||
| Enterprise corporate | |||||||||||||||||||||||
Total consolidated depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||
(1) The amounts of depreciation and amortization disclosed by reportable segment and ‘Enterprise corporate’ are included within ‘Cost of sales’ and ‘Selling, general and administrative expenses.’
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14. LEGAL PROCEEDINGS
On January 22, 2025, a putative class action lawsuit titled Carretta v. Crocs, Inc., et al., Case No. 1:25-cv-00096, was filed in the District Court for the District of Delaware against the Company and certain of its current officers. On December 15, 2025, lead plaintiffs filed an amended complaint on behalf of a purported class consisting of all purchasers of the Company’s common stock between August 4, 2022, and October 28, 2024, inclusive. The amended complaint asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 based on allegedly false and misleading statements related to the Company’s wholesaler inventory and its alleged impact on the Company’s revenue. The amended complaint seeks unspecified damages, an award of costs and expenses, and other unspecified relief.
Four purported shareholders of the Company have filed derivative actions against certain of its current directors and officers, as well as the Company as a nominal defendant, alleging claims for breach of fiduciary duties, aiding and abetting breach of fiduciary duties, unjust enrichment, insider trading, waste of corporate assets, abuse of control, and gross mismanagement related to the Company’s wholesaler inventory and its alleged impact on the Company’s revenue. They seek damages and changes to the Company’s corporate governance structure. See James O’Connor v. Smach, et. al., C.A. No. 1:25-cv-00576 (D. Colo.); The Berger Trust v. Rees, et. al., C.A. No. 1:25-cv-00597 (D. Colo.); Sarabia v. Rees, et. al., C.A. No. 2025CV30069 (Dist. Ct. Broomfield Cnty., Colo.); Lesanto v. Bickley, et. al., C.A. No. 2025CV30071 (Dist. Ct. Broomfield Cnty., Colo.).
The Company and its directors and officers intend to vigorously defend these actions in all respects. The Company is not in a position to assess the likelihood of any potential loss or adverse effect on its financial condition or to estimate the amount or range of potential loss, if any, from these actions at this time.
For legal claims and disputes, we have accrued estimated losses of $0.6 million within ‘Accrued expenses and other liabilities’ in the condensed consolidated balance sheet as of September 30, 2026. As we are able, we estimate reasonably possible losses or a range of reasonably possible losses. As of September 30, 2026, we estimated that reasonably possible losses associated with these claims and other disputes were an insignificant amount.
Although we are subject to other litigation from time to time in the ordinary course of business, including employment, intellectual property, and product liability claims, other than as set forth above, we are not party to any other pending legal proceedings that we believe would reasonably have a material adverse impact on our business, financial results, and cash flows.
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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Business Overview
Crocs, Inc. and our consolidated subsidiaries (collectively the “Company,” “we,” “us,” or “our”) are engaged in the design, development, worldwide marketing, distribution, and sale of casual lifestyle footwear and accessories for all. We strive to be the world leader in innovative casual footwear for all, combining comfort and style with a value that consumers want.
Known or Anticipated Trends
Based on our recent operating results and current perspectives on our operating environment, we anticipate certain trends will continue to impact our operating results:
•We continue to operate in an environment where consumers are feeling the effects of elevated interest rates, inflation, and future expected price increases, among other things, and as a result, there is more pressure on discretionary spending. Given this, our wholesale partners are also acting cautiously. In addition, geopolitical tensions have remained elevated across the globe and are having an adverse impact on the global economy. Most recently, the conflict in the Middle East has caused, and may continue to cause, a reduction in our revenues for several of our distributor markets and an increase in the costs of raw materials and transportation associated with elevated oil prices. Furthermore, as of September 30, 2026, the United States (“U.S.”) has imposed tariffs on foreign imports from multiple countries ranging from 10% to 12.5%, including countries most relevant to us such as Vietnam, China, Indonesia, India, and Cambodia. On February 20, 2026, the United States Supreme Court ruled the President did not have the requisite authority to impose tariffs under the International Emergency Economic Powers Act (“IEEPA”). On March 4, 2026, the Court of International Trade ordered U.S. Customs and Border Protection to begin the refund process for all importers who were subject to IEEPA duties. While the timing remains uncertain, we currently estimate that we are eligible to receive a total of approximately $75 million to $80 million in refunds related to these tariffs, including interest. As of September 30, 2026, we received approximately $67 million of IEEPA tariff refunds, including interest. Of this amount, approximately $64 million of benefit is recorded within ‘Cost of sales’ and approximately $3 million of benefit is recorded within ‘Interest income’ in the condensed consolidated statements of operations during the three months ended September 30, 2026. These refunds are non-recurring. The tariffs that remain in effect continue to increase our product costs. At this time, it remains unclear what additional actions, if any, will be taken by the U.S. or other governments with respect to international trade agreements, the imposition of additional tariffs on goods imported into the U.S., tax policy related to international commerce, increased export control, sanctions and investment restrictions, trade matters, war, or foreign policy in general. We are continuing to monitor developments with respect to these policy changes and proposals.
•We continue to make progress on our long-term strategic initiatives, including prioritizing growth in North America for both brands. Specifically for the Crocs Brand, we believe this will be driven by product innovation, diversification within key product categories, including growth within our sandals business, and ultimately prioritizing stricter segmentation and pricing discipline across the marketplace. For the HEYDUDE Brand, we are focused on our core consumer, refining our product offering within the slip-on category, and refreshing the marketplace. For both brands, scaling digital capabilities continues to be a priority.
•Our liquidity position remains strong with $163.5 million in cash and cash equivalents and $901.4 million in available borrowing capacity as of September 30, 2026. Our total borrowings were $1.3 billion as of September 30, 2026. We repurchased $250.0 million of our common stock during the quarter.
Use of Non-GAAP Financial Measures
In addition to financial measures presented on the basis of accounting principles generally accepted in the United States of America (“U.S. GAAP”), we present certain information related to our results of operations through “constant currency,” which is a non-GAAP financial measure and should be viewed as a supplement to our results of operations and presentation of reportable segments under U.S. GAAP. Constant currency represents current period results that have been retranslated using prior year average foreign exchange rates for the comparative period to enhance the visibility of the underlying business trends, excluding the impact of foreign currency exchange rates on reported amounts.
Management uses constant currency to assist in comparing business trends from period to period on a consistent basis in communications with the Board, stockholders, analysts, and investors concerning our financial performance. We believe constant currency is useful to investors and other users of our condensed consolidated financial statements as an additional tool
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to evaluate operating performance and trends. Investors should not consider constant currency in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP.
Key Performance Indicators
Management utilizes the key performance metrics of gross margin and operating margin to gauge the Company’s operational efficiency and market competitiveness, identify trends, formulate financial projections, and make strategic decisions. Management continuously monitors and analyzes these metrics in an effort to ensure we remain agile, competitive, and aligned with our long-term growth objectives. The titles and/or definitions of certain of these metrics may vary from company to company. As a result, our calculation of certain of these metrics may not be comparable to similarly titled metrics used by other companies.
Gross Margin
Gross margin is defined as gross profit divided by revenues. Management uses this metric and believes it is useful for investors because it provides insights into profitability, cost management, and pricing strategy.
Operating Margin
Operating margin is defined as income from operations divided by revenues. Management uses this metric and believes it is useful for investors because it provides a comprehensive view of profitability from its core business operations, excluding the effects of financing and tax considerations.
Third Quarter 2026 Financial and Operational Highlights
Revenues were $1,042.6 million for the third quarter of 2026, a 4.6% increase compared to the third quarter of 2025. The increase was due to the net effects of: (i) higher unit sales volume in both brands, which resulted in an increase in revenues of $37.6 million, or 3.8%; (ii) higher average selling price on a constant currency basis (“ASP”) driven by the Crocs Brand, which increased revenues by $9.0 million, or 0.9%; and (iii) net changes in exchange rates, which were approximately flat.
The following were significant developments affecting our businesses and capital structure during the three months ended September 30, 2026:
•Crocs Brand revenues increased by 4.4% on a reported and constant currency basis, compared to the same period in 2025. HEYDUDE Brand revenues increased 6.1%, or 6.2% on a constant currency basis, compared to the same period in 2025.
•Gross margin was 66.2%, an increase of 770 basis points from last year’s third quarter, primarily due to IEEPA refunds and lower duties for both brands. Favorable channel mix and lower product costs in the Crocs Brand also contributed to the increase, partially offset by unfavorable product mix in the Crocs Brand.
•Selling, general and administrative expenses (“SG&A”) were $397.8 million compared to $375.3 million in the third quarter of 2025, primarily due to higher costs in the direct-to-consumer (“DTC”) channel, including investments in the channel driven by the Crocs Brand. Higher compensation and marketing costs for the Crocs Brand also contributed to the increase. As a percent of revenues, SG&A increased to 38.2% of revenues compared to 37.7% of revenues in the third quarter of 2025.
•Income from operations increased to $291.9 million from $207.7 million in last year’s third quarter. Net income was $216.8 million, or $4.52 per diluted share, compared to $145.8 million, or $2.70 per diluted share, in last year’s third quarter.
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Results of Operations
| Three Months Ended September 30, | Nine Months Ended September 30, | % Change Favorable (Unfavorable) | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | Q3 2026-2025 | YTD 2026-2025 | ||||||||||||||||||||||||||||||
| ($ in thousands, except per share data) | |||||||||||||||||||||||||||||||||||
Revenues | $ | 1,042,583 | $ | 996,301 | $ | 3,143,508 | $ | 3,083,007 | 4.6 | % | 2.0 | % | |||||||||||||||||||||||
Cost of sales | 352,849 | 413,293 | 1,230,122 | 1,249,614 | 14.6 | % | 1.6 | % | |||||||||||||||||||||||||||
Gross profit | 689,734 | 583,008 | 1,913,386 | 1,833,393 | 18.3 | % | 4.4 | % | |||||||||||||||||||||||||||
Selling, general and administrative expenses | 397,807 | 375,348 | 1,131,636 | 1,092,160 | (6.0) | % | (3.6) | % | |||||||||||||||||||||||||||
Goodwill impairment | — | — | — | 307,000 | — | % | 100.0 | % | |||||||||||||||||||||||||||
Asset impairments | — | — | 3,301 | 431,115 | — | % | 99.2 | % | |||||||||||||||||||||||||||
Income from operations | 291,927 | 207,660 | 778,449 | 3,118 | 40.6 | % | 24,866.3 | % | |||||||||||||||||||||||||||
Foreign currency gains (losses), net | 1,276 | 2,957 | (2,651) | 8,264 | (56.8) | % | (132.1) | % | |||||||||||||||||||||||||||
Interest income | 3,343 | 531 | 4,261 | 1,235 | 529.6 | % | 245.0 | % | |||||||||||||||||||||||||||
Interest expense | (19,059) | (21,711) | (59,427) | (67,000) | 12.2 | % | 11.3 | % | |||||||||||||||||||||||||||
Other (expense) income, net | (53) | (9) | (431) | 143 | (488.9) | % | (401.4) | % | |||||||||||||||||||||||||||
Income (loss) before income taxes | 277,434 | 189,428 | 720,201 | (54,240) | 46.5 | % | 1,427.8 | % | |||||||||||||||||||||||||||
Income tax expense | 60,679 | 43,612 | 161,003 | 132,123 | (39.1) | % | (21.9) | % | |||||||||||||||||||||||||||
Net income (loss) | $ | 216,755 | $ | 145,816 | $ | 559,198 | $ | (186,363) | 48.6 | % | 400.1 | % | |||||||||||||||||||||||
Net income (loss) per common share: | |||||||||||||||||||||||||||||||||||
Basic | $ | 4.57 | $ | 2.72 | $ | 11.43 | $ | (3.38) | 68.0 | % | 438.2 | % | |||||||||||||||||||||||
Diluted | $ | 4.52 | $ | 2.70 | $ | 11.32 | $ | (3.38) | 67.4 | % | 434.9 | % | |||||||||||||||||||||||
Gross margin (1) | 66.2 | % | 58.5 | % | 60.9 | % | 59.5 | % | 770 | bp | 140 | bp | |||||||||||||||||||||||
Operating margin (1) | 28.0 | % | 20.8 | % | 24.8 | % | 0.1 | % | 720 | bp | 2,470 | bp | |||||||||||||||||||||||
(1) Changes for gross margin and operating margin are shown in basis points (“bp”).
Revenues By Channel
| Three Months Ended September 30, | Nine Months Ended September 30, | % Change | Constant Currency % Change (1) | ||||||||||||||||||||||||||||||||||||||||||||
| Favorable (Unfavorable) | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | Q3 2026-2025 | YTD 2026-2025 | Q3 2026-2025 | YTD 2026-2025 | ||||||||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Crocs Brand: | |||||||||||||||||||||||||||||||||||||||||||||||
| Wholesale | $ | 362,365 | $ | 364,356 | $ | 1,249,686 | $ | 1,305,839 | (0.5) | % | (4.3) | % | (0.4) | % | (5.5) | % | |||||||||||||||||||||||||||||||
| Direct-to-consumer | 510,356 | 471,873 | 1,390,888 | 1,251,588 | 8.2 | % | 11.1 | % | 8.2 | % | 10.2 | % | |||||||||||||||||||||||||||||||||||
| Total Crocs Brand | 872,721 | 836,229 | 2,640,574 | 2,557,427 | 4.4 | % | 3.3 | % | 4.4 | % | 2.3 | % | |||||||||||||||||||||||||||||||||||
| HEYDUDE Brand: | |||||||||||||||||||||||||||||||||||||||||||||||
| Wholesale | 79,087 | 69,402 | 245,053 | 279,855 | 14.0 | % | (12.4) | % | 14.1 | % | (12.9) | % | |||||||||||||||||||||||||||||||||||
| Direct-to-consumer | 90,775 | 90,670 | 257,881 | 245,725 | 0.1 | % | 4.9 | % | 0.2 | % | 4.9 | % | |||||||||||||||||||||||||||||||||||
| Total HEYDUDE Brand | 169,862 | 160,072 | 502,934 | 525,580 | 6.1 | % | (4.3) | % | 6.2 | % | (4.6) | % | |||||||||||||||||||||||||||||||||||
| Total consolidated revenues | $ | 1,042,583 | $ | 996,301 | $ | 3,143,508 | $ | 3,083,007 | 4.6 | % | 2.0 | % | 4.6 | % | 1.1 | % | |||||||||||||||||||||||||||||||
(1) Reflects year over year change as if the current period results were in constant currency, which is a non-GAAP financial measure. See “Use of Non-GAAP Financial Measures” above for more information.
22
Revenues. In the three months ended September 30, 2026, revenues increased compared to the same period in 2025, primarily due to higher unit sales volume of $37.6 million, or 3.8%, driven by both brands and higher ASP of $9.0 million, or 0.9%, driven by increased pricing in both brands and favorable channel mix in the Crocs Brand, partially offset by unfavorable channel mix in the HEYDUDE Brand and unfavorable product mix in both brands. Net foreign currency fluctuations were approximately flat.
Revenues also increased in the nine months ended September 30, 2026, primarily due to higher ASP of $89.3 million, or 2.9%, driven by favorable channel mix and increased pricing in both brands, partially offset by unfavorable product mix in both brands. Net foreign currency fluctuations also increased revenues by $27.7 million, or 0.9%, primarily due to favorable fluctuations in the Chinese Yuan and Euro, partially offset by unfavorable fluctuations in the South Korean Won, Indian Rupee, and Japanese Yen. The overall increase in revenues was partially offset by lower unit sales volume of $56.5 million, or 1.8%, driven by both brands.
Gross margin. Gross margin increased in the three months ended September 30, 2026, to 66.2% compared to 58.5% in the same period in 2025, primarily due to IEEPA refunds of 630 basis points, lower duties of 130 basis points, favorable channel mix of 70 basis points, and lower product costs in the Crocs Brand of 40 basis points, partially offset by unfavorable product mix in the Crocs Brand of 130 basis points.
Gross margin in the nine months ended September 30, 2026, was 60.9% compared to 59.5% in 2025. This was primarily driven by IEEPA refunds of 210 basis points, favorable channel mix of 50 basis points, and lower product costs in the Crocs Brand of 50 basis points, partially offset by unfavorable product mix in the Crocs Brand of 110 basis points and incremental duties of 40 basis points.
Selling, general and administrative expenses. SG&A increased $22.5 million, or 6.0%, during the three months ended September 30, 2026, compared to the same period in 2025, primarily due to higher DTC costs of $9.2 million, driven by increased share of marketplaces and rent expense as a result of investments in the channel. Increased compensation costs of $3.7 million, increased variable marketing costs driven by the Crocs Brand of $3.7 million, and other net increases in other costs of $5.9 million also contributed to the increase.
SG&A expenses increased $39.5 million, or 3.6%, during the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to higher DTC costs of $29.4 million, driven by increased share of marketplaces and rent expense as a result of investments in the channel. Increased compensation costs of $9.8 million and other net increases in other costs of $9.3 million also contributed to the increase. The overall increase in SG&A was partially offset by reduced marketing costs of $9.0 million, driven by the HEYDUDE Brand as part of our previously announced cost savings initiatives.
Goodwill and Asset impairments. In the three months ended September 30, 2026, and 2025, there were no impairments. During the nine months ended September 30, 2026, there were impairment charges of $3.3 million related to HEYDUDE leasehold improvement assets. Impairments were $738.1 million during the nine months ended September 30, 2025, primarily due to non-cash impairment charges of $430.0 million related to the indefinite-lived HEYDUDE trademark and $307.0 million for HEYDUDE Brand reporting unit goodwill. For additional information, refer to Note 3 — Goodwill and Intangible Assets, Net in the accompanying notes to the condensed consolidated financial statements included in Part I - Item 1. Financial Statements of this Quarterly Report on Form 10-Q.
Foreign currency gains (losses), net. Foreign currency gains (losses), net, consist of realized and unrealized foreign currency gains and losses from the remeasurement and settlement of monetary assets and liabilities denominated in non-functional currencies as well as realized and unrealized gains and losses on foreign currency derivative instruments. During the three months ended September 30, 2026, we recognized realized and unrealized net foreign currency gains of $1.3 million compared to gains of $3.0 million during the three months ended September 30, 2025.
During the nine months ended September 30, 2026, we recognized realized and unrealized net foreign currency losses of $2.7 million compared to gains of $8.3 million during the nine months ended September 30, 2025.
Interest Income. Interest income during the three months ended September 30, 2026, increased $2.8 million compared to the three months ended September 30, 2025. Interest income during the nine months ended September 30, 2026, increased $3.0 million compared to the nine months ended September 30, 2025. The increase in interest income for the three and nine months ended September 30, 2026, was due to interest on IEEPA tariff refunds received during the three months ended September 30, 2026 that were not present in the prior year.
23
Interest expense. Interest expense during the three months ended September 30, 2026, decreased $2.7 million, or 12.2%, compared to the three months ended September 30, 2025. Interest expense during the nine months ended September 30, 2026, decreased $7.6 million, or 11.3%, compared to the nine months ended September 30, 2025. The decrease in interest expense for the three and nine months ended September 30, 2026, was due to lower outstanding borrowings on the Revolving Facility (as defined herein) and lower weighted average interest rates on the Term Loan B Facility (as defined herein) and the Revolving Facility in the current year.
Income tax expense. During the three months ended September 30, 2026, income tax expense increased $17.1 million compared to the same period in 2025. The effective tax rate for the three months ended September 30, 2026, was 21.9% compared to an effective tax rate of 23.0% for the same period in 2025. The change in the effective tax rate was the result of a shift in the mix of our domestic and foreign earnings. Our effective income tax rate, for each period presented, also differs from the federal U.S. statutory rate due to differences in income tax rates between U.S. and foreign jurisdictions.
During the nine months ended September 30, 2026, income tax expense increased $28.9 million compared to the same period in 2025. The effective tax rate for the nine months ended September 30, 2026, was 22.4% compared to an effective tax rate of (243.6)% for the same period in 2025. The change in the effective tax rate was the result of year-to-date tax expense compared to the impact of the income (loss) before income taxes related to the impairments of the indefinite-lived HEYDUDE trademark and HEYDUDE Brand reporting unit goodwill in the nine months ended September 30, 2025. As a result of a prior year intra-entity transaction, the value of the intellectual property for tax purposes is subject to revaluation and therefore there are not similar impacts for tax as a result of the intellectual property impairment. Our effective income tax rate, for each period presented, also differs from the federal U.S. statutory rate due to differences in income tax rates between U.S. and foreign jurisdictions.
Reportable Operating Segments
The following table sets forth information related to our reportable operating segments, including a comparison of revenues and operating income by segment:
| Three Months Ended September 30, | Nine Months Ended September 30, | % Change | Constant Currency % Change (1) | ||||||||||||||||||||||||||||||||||||||||||||
| Favorable (Unfavorable) | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | Q3 2026-2025 | YTD 2026-2025 | Q3 2026-2025 | YTD 2026-2025 | ||||||||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||||||||||||||
Crocs Brand revenues | $ | 872,721 | $ | 836,229 | $ | 2,640,574 | $ | 2,557,427 | 4.4 | % | 3.3 | % | 4.4 | % | 2.3 | % | |||||||||||||||||||||||||||||||
| HEYDUDE Brand revenues | 169,862 | 160,072 | 502,934 | 525,580 | 6.1 | % | (4.3) | % | 6.2 | % | (4.6) | % | |||||||||||||||||||||||||||||||||||
Total consolidated revenues | $ | 1,042,583 | $ | 996,301 | $ | 3,143,508 | $ | 3,083,007 | 4.6 | % | 2.0 | % | 4.6 | % | 1.1 | % | |||||||||||||||||||||||||||||||
Income from operations: | |||||||||||||||||||||||||||||||||||||||||||||||
Crocs Brand income from operations | $ | 334,346 | $ | 272,719 | $ | 939,585 | $ | 904,718 | 22.6 | % | 3.9 | % | 23.5 | % | 3.2 | % | |||||||||||||||||||||||||||||||
HEYDUDE Brand income (loss) from operations | 38,022 | 6,750 | 76,492 | (675,952) | 463.3 | % | 111.3 | % | 445.9 | % | 110.9 | % | |||||||||||||||||||||||||||||||||||
Enterprise corporate | (80,441) | (71,809) | (237,628) | (225,648) | (12.0) | % | (5.3) | % | (10.0) | % | (4.2) | % | |||||||||||||||||||||||||||||||||||
Total consolidated income from operations | $ | 291,927 | $ | 207,660 | $ | 778,449 | $ | 3,118 | 40.6 | % | 24,866.3 | % | 41.9 | % | 24,661.0 | % | |||||||||||||||||||||||||||||||
(1) Reflects year over year change as if the current period results were in constant currency, which is a non-GAAP financial measure. See “Use of Non-GAAP Financial Measures” for more information.
Crocs Brand
Revenues. Crocs Brand revenues increased in the three months ended September 30, 2026, compared to the same period in 2025, primarily due to higher unit sales volume. Higher ASP, driven by price increases in international markets and favorable channel mix, partially offset by unfavorable product mix, also contributed to the increase. Net foreign currency fluctuations were approximately flat.
24
The increase in Crocs Brand revenues in the nine months ended September 30, 2026, compared to the same period in 2025 is primarily due to higher ASP, due to favorable channel mix and price increases in international markets, partially offset by unfavorable product mix. Net foreign currency fluctuations also increased revenues, primarily due to favorable fluctuations in the Chinese Yuan and Euro, partially offset by unfavorable fluctuations in the South Korean Won, Indian Rupee, and Japanese Yen. The overall increase was partially offset by lower unit sales volume.
Income from Operations. Income from operations for our Crocs Brand segment was $334.3 million for the three months ended September 30, 2026, an increase of $61.6 million, or 22.6%, compared to the same period in 2025. Gross margin was 68.6%, an increase of 680 basis points, primarily due to IEEPA refunds, lower duties, favorable channel mix, and lower product costs, partially offset by unfavorable product mix.
SG&A for our Crocs Brand segment increased $20.4 million, or 8.3%, during the three months ended September 30, 2026, compared to the same period in 2025. This increase was primarily due to higher costs in the DTC channel, driven by increased share of marketplaces and rent expense as a result of investments in the channel. Higher marketing and compensation costs also contributed to the increase.
During the nine months ended September 30, 2026, income from operations for our Crocs Brand was $939.6 million, an increase of $34.9 million, or 3.9%, compared to the same period in 2025. Gross margin was 63.7%, an increase of 140 basis points, primarily due to IEEPA refunds, favorable channel mix, and lower product costs, partially offset by unfavorable product mix and incremental duties.
SG&A for our Crocs Brand increased $52.0 million, or 7.5%, during the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to higher costs in the DTC channel, driven by increased share of marketplaces and rent expense as a result of investments in the channel. Higher marketing and compensation costs also contributed to the increase.
HEYDUDE Brand
Revenues. For the three months ended September 30, 2026, HEYDUDE Brand revenues increased compared to the same period in 2025, primarily due to higher unit sales volume. The overall increase in revenues was partially offset by lower ASP, primarily due to unfavorable channel and product mix, partially offset by reduced discounting.
During the nine months ended September 30, 2026, revenues decreased compared to the same period in 2025, primarily due to lower unit sales volume. The overall decrease in revenues was partially offset by higher ASP, primarily due to reduced discounting and favorable channel mix, partially offset by unfavorable product mix.
Income from Operations. Income from operations for the HEYDUDE Brand segment was $38.0 million for the three months ended September 30, 2026, an increase of $31.3 million, compared to the same period in 2025. Gross margin was 55.1%, an increase of 1,280 basis points, primarily due to IEEPA refunds and lower duties.
SG&A, including impairments, for the HEYDUDE Brand segment decreased $5.4 million, or 8.8%, during the three months ended September 30, 2026, compared to the same period in 2025. This decrease was primarily due to reduced compensation costs and reduced marketing costs, primarily in fixed marketing.
Income from operations for the HEYDUDE Brand was $76.5 million for the nine months ended September 30, 2026, an increase of $752.4 million, compared to the same period in 2025. Gross margin was 47.4%, an increase of 80 basis points, primarily due to IEEPA refunds and higher ASP, partially offset by unfavorable product mix.
SG&A, including impairments, for the HEYDUDE Brand decreased $759.0 million, or 82.4%, during the nine months ended September 30, 2026, compared to the same period in 2025. This decrease was primarily due to the partial impairment of the indefinite-lived HEYDUDE trademark and HEYDUDE Brand reporting unit goodwill in the second quarter of 2025, that did not recur in the current year, partially offset by current year impairment charges related to HEYDUDE leasehold improvement assets. Reduced costs for both fixed and variable marketing also contributed to the decrease.
Enterprise Corporate
During the three months ended September 30, 2026, total net costs within ‘Enterprise corporate’ increased $8.6 million, or 12.0%, compared to the same period in 2025. This was primarily due to increased compensation costs and other corporate costs. These increases were partially offset by decreases resulting from our cost savings initiatives.
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During the nine months ended September 30, 2026, total net costs within ‘Enterprise corporate’ increased $12.0 million, or 5.3%, compared to the same period in 2025. This was primarily due to increased compensation costs and other corporate costs. These increases were partially offset by decreases resulting from our cost savings initiatives.
Store Locations
As of September 30, 2026, we had 500 company-operated retail locations for the Crocs Brand, inclusive of 208 retail locations in North America and 292 retail locations internationally. As of September 30, 2026, we had 78 company-operated retail locations for the HEYDUDE Brand. As of September 30, 2025, we had 427 company-operated retail locations for the Crocs Brand, inclusive of 199 retail locations in North America and 228 retail locations internationally. As of September 30, 2025, we had 75 company-operated retail locations for the HEYDUDE Brand.
Financial Condition, Capital Resources, and Liquidity
Liquidity
Our liquidity position as of September 30, 2026, was:
| September 30, 2026 | |||||
| (in thousands) | |||||
| Cash and cash equivalents | $ | 163,457 | |||
| Available borrowings | 901,416 | ||||
As of September 30, 2026, we had $163.5 million in cash and cash equivalents, $1.3 billion of outstanding borrowings, and up to $901.4 million of available borrowings on our credit facilities as further discussed in Note 7 — Borrowings in the accompanying notes to the condensed consolidated financial statements included in Part I - Item 1. Financial Statements of this Quarterly Report on Form 10-Q.
We believe that cash flows from operations, our cash and cash equivalents on hand, and available borrowings under our Revolving Facility will be sufficient to meet our ongoing liquidity needs and capital expenditure requirements for at least the next twelve months.
Additional future financing may be necessary to fund our operations and there can be no assurance that, if needed, we will be able to secure additional debt or equity financing on terms acceptable to us or at all. Although we believe we have adequate sources of liquidity over the long term, the success of our operations, global economic conditions, and the pace of sustainable growth in our markets, among other things, could each impact our business and liquidity.
Certain of our debt agreements contain covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to incur additional debt or issue certain preferred stock; pay dividends or repurchase or redeem capital stock or make other restricted payments; declare or pay dividends or other payments; incur liens; enter into certain types of transactions with the Company’s affiliates; and consolidate or merge with or into other companies. As of September 30, 2026, we were in compliance with all financial covenants under our existing debt agreements.
Repatriation of Cash and Cash Equivalents
As a global business, we have cash balances in various countries and amounts are denominated in various currencies. Fluctuations in foreign currency exchange rates impact our results of operations and cash positions. Future fluctuations in foreign currencies may have a material impact on our cash flows and capital resources. Cash balances held in foreign countries may have additional restrictions and covenants associated with them which could adversely impact our liquidity and our ability to timely access and transfer cash balances between entities.
All of the cash held outside of the U.S. could be repatriated to the U.S. as of September 30, 2026, without incurring additional U.S. federal income taxes. In some countries, repatriation of certain foreign balances is restricted by local laws. These limitations may affect our ability to fully utilize our cash resources for needs in the U.S. or other countries and could adversely affect our liquidity. As of September 30, 2026, we held $88.9 million of our total $163.5 million in cash and cash equivalents in international locations. This cash is primarily used for the ongoing operations of the business in the locations in which the cash is held. Of the $88.9 million, an insignificant amount is currently restricted by local laws or otherwise.
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Cash Flows
| Nine Months Ended September 30, | $ Change | % Change | |||||||||||||||||||||
| 2026 | 2025 | Favorable (Unfavorable) | |||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
Cash provided by operating activities | $ | 561,189 | $ | 457,901 | $ | 103,288 | 22.6 | % | |||||||||||||||
Cash used in investing activities | (53,615) | (45,120) | (8,495) | (18.8) | % | ||||||||||||||||||
Cash used in financing activities | (472,532) | (444,398) | (28,134) | (6.3) | % | ||||||||||||||||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (2,000) | 5,462 | (7,462) | (136.6) | % | ||||||||||||||||||
Net change in cash, cash equivalents, and restricted cash | $ | 33,042 | $ | (26,155) | $ | 59,197 | 226.3 | % | |||||||||||||||
Operating Activities. Cash provided by operating activities consists of net income adjusted for non-cash items and changes in working capital. Cash provided by operating activities increased $103.3 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, driven by net increases in cash related to changes in operating assets and liabilities of $86.3 million, primarily due to the change in income taxes and accounts payable, and an increase in net income, adjusted for non-cash items, of $17.0 million. The change in income taxes is due to timing of payments and refunds. The change in accounts payable is due to increased inventory purchases to match demand.
Investing Activities. There was an $8.5 million increase in cash used in investing activities for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, due to an increase in purchases of property, equipment, and software.
Financing Activities. Cash used in financing activities increased by $28.1 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The increase in cash used in financing activities was primarily due to an increase of $104.0 million in repurchases of common stock and other increases in cash used of $13.1 million. The overall increase in cash used was partially offset by a net increase in proceeds from borrowings of $89.0 million.
Contractual Obligations
There have been no significant changes to the contractual obligations reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, other than borrowings and repayments on our debt.
Off-Balance Sheet Arrangements
We had no material off-balance sheet arrangements as of September 30, 2026, other than certain purchase commitments, which are described in Note 12 — Commitments and Contingencies in the accompanying notes to the condensed consolidated financial statements included in Part I - Item 1. Financial Statements of this Quarterly Report on Form 10-Q.
Critical Accounting Policies and Estimates
The preparation of our condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, sales, and expenses, and related disclosure of contingent assets and liabilities. We evaluate our assumptions and estimates on an on-going basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Impairment of Goodwill and Indefinite-Lived Intangible Assets
We evaluate the carrying value of our indefinite-lived intangible assets and goodwill at least annually or when an interim triggering event has occurred indicating potential impairment. During the nine months ended September 30, 2026, there were no triggering events for the HEYDUDE Brand indefinite-lived intangible assets (which consists solely of the HEYDUDE trademark) (the “trademark”) and the HEYDUDE Brand reporting unit (the “reporting unit”) goodwill. Certain factors, such as failure to achieve forecasted revenue growth rates, EBITDA, or increases in the discount rates, have the potential to create variances in the estimated fair values of our goodwill and indefinite-lived intangible assets that could result in impairment charges in future periods.
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For a complete discussion of our critical accounting policies and estimates, please refer to our Annual Report on Form 10-K for the year ended December 31, 2025, and Note 1 — Basis of Presentation and Summary of Significant Accounting Policies in the accompanying notes to the condensed consolidated financial statements included in Part I - Item 1. Financial Statements of this Quarterly Report on Form 10-Q. There have been no other significant changes in our critical accounting policies or their application since December 31, 2025.
Recent Accounting Pronouncements
See Note 2 — Recent Accounting Pronouncements in the accompanying notes to the condensed consolidated financial statements included in Part I - Item 1. Financial Statements of this Quarterly Report on Form 10-Q for a description of recently adopted accounting pronouncements and issued accounting pronouncements that we believe may have an impact on our condensed consolidated financial statements when adopted.
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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
We centrally manage our debt and investment portfolios considering investment opportunities and risks, tax consequences, and overall financing strategies. Our exposure to market risk includes interest rate fluctuations in connection with our credit facilities and certain financial instruments.
Borrowings under our Term Loan B Facility and Revolving Facility, both further described in Note 7 — Borrowings in the accompanying notes to the condensed consolidated financial statements included in Part I - Item 1. Financial Statements of this Quarterly Report on Form 10-Q, bear interest at a variable rate and are therefore subject to risk based upon prevailing market interest rates. Interest rates fluctuate as a result of many factors, including governmental monetary and tax policies, domestic and international economic and political considerations, and other factors that are beyond our control.
As of September 30, 2026, we had borrowings with a face value of $1.3 billion, comprised of the Notes, which carry a fixed rate, the Term Loan B Facility, and borrowings under our Revolving Facility. We also had $0.6 million in outstanding letters of credit under our Revolving Facility as of September 30, 2026. As of December 31, 2025, we had long-term borrowings with a face value of $1.3 billion and $0.6 million in outstanding letters of credit under our Revolving Facility.
A hypothetical increase of 1% in the interest rate on the variable rate borrowings under our Term Loan B Facility and Revolving Facility would increase our interest expense over the next twelve months by $6.1 million based on the balances outstanding for these borrowings as of September 30, 2026.
Foreign Currency Exchange Risk
Changes in exchange rates have a direct effect on our reported U.S. Dollar condensed consolidated financial statements because we translate the operating results and financial position of our international subsidiaries to U.S. Dollars using current period exchange rates. Specifically, we translate the statements of operations of our foreign subsidiaries into the U.S. Dollar reporting currency using exchange rates in effect during each reporting period. As a result, comparisons of reported results between reporting periods may be impacted significantly due to differences in the exchange rates in effect at the time such exchange rates are used to translate the operating results of our international subsidiaries.
An increase of 1% of the value of the U.S. Dollar relative to foreign currencies when translating our financial results would have decreased our revenues and income before taxes during the three months ended September 30, 2026, by $4.6 million and $1.6 million, respectively. During the nine months ended September 30, 2026, an increase of 1% of the value of the U.S. Dollar relative to foreign currencies would have decreased our revenues and income before taxes by $15.3 million and $4.5 million, respectively. This analysis does not account for transactional fluctuations in accounts, such as those driven by purchasing power, which is defined as purchasing foreign goods in the U.S. Dollar but recognizing the cost in foreign currencies. The volatility of the exchange rates is dependent on many factors that cannot be forecasted with reliable accuracy.
In order to manage exposure to fluctuations in foreign currency and to reduce the volatility in earnings caused by fluctuations in foreign exchange rates, we may enter into forward foreign exchange contracts to buy or sell various foreign currencies. Changes in the fair value of these forward contracts are recognized in earnings in the period that the changes occur or in the period in which the hedged transaction affects earnings for derivatives classified as non-hedged or hedged, respectively, as defined in Note 6 — Derivative Financial Instruments in the accompanying notes to the condensed consolidated financial statements included in Part I - Item 1. Financial Statements of this Quarterly Report on Form 10-Q. As of September 30, 2026, the U.S. Dollar notional value of our total derivatives was $34.5 million. The fair value of these contracts at September 30, 2026, was an insignificant liability.
We perform a sensitivity analysis to determine the effects that market risk exposures may have on the fair values of our foreign currency forward exchange contracts. To perform the sensitivity analysis, we assess the risk of changes in fair values from the effect of hypothetical changes in foreign currency exchange rates. This analysis assumes a like movement by the foreign currencies in our hedge portfolio against the U.S. Dollar. As of September 30, 2026, a 10% appreciation in the value of the U.S. Dollar would result in a net increase in the fair value of our derivative portfolio of $3.2 million.
See Part I - Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on Form 10-Q for a discussion of the impact of the change in foreign exchange rates on our U.S. Dollar condensed consolidated statements of operations for the three and nine months ended September 30, 2026, and 2025.
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ITEM 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures as such item is defined under Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) as of September 30, 2026. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2026, to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures that, by their nature, can only provide reasonable assurance regarding management’s control objectives.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the three months ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II — Other Information
ITEM 1. Legal Proceedings
A discussion of legal matters is found in Note 14 — Legal Proceedings in the accompanying notes to the condensed consolidated financial statements included in Part I - Item 1. Financial Statements of this Quarterly Report on Form 10-Q.
ITEM 1A. Risk Factors
There have been no material changes to the risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
| Issuer Purchases of Equity Securities | ||||||||||||||||||||||||||
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (1) | ||||||||||||||||||||||
| July 1 - 31, 2026 | 285,186 | $ | 130.49 | 285,186 | $ | 1,959,010,396 | ||||||||||||||||||||
| August 1 - 31, 2026 | 740,015 | 128.60 | 740,015 | 1,863,861,713 | ||||||||||||||||||||||
| September 1 - 30, 2026 | 1,002,367 | 117.38 | 1,002,367 | 1,746,222,922 | ||||||||||||||||||||||
Three months ended September 30, 2026 | 2,027,568 | 123.32 | 2,027,568 | 1,746,222,922 | ||||||||||||||||||||||
(1) On July 27, 2026, the Board approved an increase to our then-existing common stock repurchase authorization program up to approximately $2.0 billion of our common stock. As of September 30, 2026, approximately $1.7 billion remained available for repurchase under our share repurchase authorization. The number, price, structure, and timing of the repurchases, if any, will be at our sole discretion and future repurchases will be evaluated by us depending on market conditions, liquidity needs, restrictions under our debt arrangements, and other factors. Share repurchases may be made in the open market or in privately negotiated transactions. The repurchase authorization does not have an expiration date and does not oblige us to acquire any particular amount of our common stock. The Board may suspend, modify, or terminate the repurchase program at any time without prior notice.
ITEM 5. Other Information
Except as shown below, during the three months ended September 30, 2026, no other directors or officers adopted or terminated
| Trading Arrangement | ||||||||||||||||||||||||||||||||||||||
| Name and Position | Action | Date | Rule 10b5-1* | Non-Rule 10b5-1** | Total Number of Shares to be Sold | Expiration Date | ||||||||||||||||||||||||||||||||
| Adopt | ||||||||||||||||||||||||||||||||||||||
| Adopt | ||||||||||||||||||||||||||||||||||||||
* Intended to satisfy the affirmative defense of Rule 10b5-1(c).
** Not intended to satisfy the affirmative defense of Rule 10b5-1(c).
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ITEM 6. Exhibits
| Exhibit Number | Description | |||||||
| 3.1 | Restated Certificate of Incorporation of Crocs, Inc. (incorporated herein by reference to Exhibit 4.1 to Crocs, Inc.’s Registration Statement on Form S-8, filed on March 9, 2006). | |||||||
| 3.2 | Certificate of Amendment to Restated Certificate of Incorporation of Crocs, Inc. (incorporated herein by reference to Exhibit 3.1 to Crocs, Inc.’s Current Report on Form 8-K, filed on July 12, 2007). | |||||||
| 3.3 | Amended and Restated Bylaws of Crocs, Inc. (incorporated herein by reference to Exhibit 4.2 to Crocs, Inc.’s Registration Statement on Form S-8, filed on March 9, 2006). | |||||||
| 3.4 | Certificate of Designations of Series A Convertible Preferred Stock of Crocs, Inc. (incorporated herein by reference to Exhibit 3.1 to Crocs, Inc.’s Current Report on Form 8-K, filed on January 27, 2014). | |||||||
| 4.1 | Specimen Common Stock Certificate (incorporated herein by reference to Exhibit 4.2 to Crocs, Inc.’s Registration Statement on Form S-1/A, filed on January 19, 2006). | |||||||
| 31.1† | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act. | |||||||
| 31.2† | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes- Oxley Act. | |||||||
| 32+ | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act. | |||||||
| 101.INS† | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH† | XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL† | XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF† | XBRL 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 (embedded within the Inline XBRL document and contained in Exhibit 101). | |||||||
† Filed herewith.
+ Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CROCS, INC. | ||||||||||||||
| Date: October 29, 2026 | By: | /s/ Patraic Reagan | ||||||||||||
| Name: | Patraic Reagan | |||||||||||||
| Title: | Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |||||||||||||
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