Skechers CFO Corrects Form 4; 10,000 Shares Vested, Ownership Updated

Rhea-AI Filing Summary

John M. Vandemore, Chief Financial Officer and director of Skechers U.S.A., Inc. (SKX), filed an amended Form 4 correcting prior reports of his holdings and transactions. The amendment shows 10,000 Class A shares vested and were issued on 02/07/2024 (performance-based awards) at $0 and a disposition of 5,868 shares sold or withheld on 02/08/2024 at $57.97. The filing corrects a prior clerical error in beneficial ownership (previously misreported as 116,076 and later 136,076) and states Mr. Vandemore now beneficially owns 145,809 shares as of this amendment, noting an unexplained deduction of 70 shares. The amendment addresses withholding schedule changes from the plan administrator and updates prior filing inaccuracies.

Positive

• Amendment filed to correct prior errors, reflecting proactive disclosure and correction of the public record
• 10,000 vested shares issued from performance-based awards, showing compensation tied to multi-year performance metrics
• Beneficial ownership updated to 145,809 shares, providing a clear current ownership figure after adjustments

Negative

• Prior filings contained clerical errors (misreported holdings of 116,076 and 136,076), indicating reporting inconsistencies
• Withholding amount changed after a preliminary schedule, suggesting initial reliance on provisional data from the plan administrator
• Unexplained 70-share discrepancy remains unaccounted for in reconciling holdings

Insights

Financial Analyst

TL;DR: Routine insider vesting and subsequent withholding/sale with amended reporting; ownership increased to 145,809 shares after corrections.

The transactions reported are operationally routine: performance-based awards vested and resulting issued shares were recorded, followed by a withholding/sale to cover taxes or plan requirements at $57.97 per share. The corrected beneficial ownership figure of 145,809 shares is materially relevant for share count and insider ownership metrics. No earnings, debt, or revenue data are included, so market impact is likely limited to disclosure clarity and insider activity monitoring.

Corporate Governance Expert

TL;DR: Amendment improves disclosure but highlights prior reporting inconsistencies and a small unexplained share discrepancy.

The filing demonstrates corrective action to prior clerical errors, which is positive for compliance. However, multiple revisions (incorrectly reported holdings, changes in withheld shares, and an unexplained 70-share difference) point to weaknesses in initial reporting controls or plan-administrator coordination. While the matters are small in absolute size, timely and accurate Section 16 reporting is important for governance and investor trust.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Vandemore John M

(Last) (First) (Middle)

228 MANHATTAN BEACH BLVD.

(Street)

MANHATTAN BEACH CA 90266

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SKECHERS USA INC [ SKX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/09/2024

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/07/2024		A(1)		10,000	A	$0	136,076(2)	D
Class A Common Stock	02/08/2024		F		5,868(3)	D	$57.97	130,208	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares that vested and were issued under the performance-based stock awards granted on December 30, 2020 (shares vesting linked to the Issuer's EPS and TSR performance over a three-year period) and March 1, 2021 (shares vesting linked to the Issuer's EPS performance over a three-year period).

2. This amendment is being filed to correct a clerical error in the original reporting of the amount of securities beneficially owned, which was incorrectly reported as 116,076 shares.

3. This amendment is also being filed to update the number of shares previously reported as being withheld on the original filing of the Form 4, which was supported by a preliminary schedule from the stock plan administrator that subsequently changed. As a result of these amendments and other reports filed on the same date as this Form 4/A, the reporting person beneficially owns a total of 145,809 shares as of the filing date of this Form 4/A and not 83,328 shares as reported on the most recent Form 4 filed by the reporting person on March 3, 2025. The 145,809 shares also includes a deduction of 70 shares that the reporting person is not able to account for when comparing his current holdings to the total number of shares beneficially owned that would otherwise be reported on this Form 4.

	John Vandemore	09/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Who filed the Form 4/A for SKX and what is his role?

The filing was submitted by John M. Vandemore, who is the Chief Financial Officer and a director of Skechers U.S.A., Inc.

What transactions are reported on the Form 4/A for SKX?

The amendment reports 10,000 Class A shares issued on 02/07/2024 from vested performance awards and a withholding/disposition of 5,868 shares on 02/08/2024 at $57.97.

Why was the Form 4 amended?

The amendment corrects a clerical error in the previously reported amount of securities beneficially owned and updates the number of shares withheld based on a revised schedule from the stock plan administrator.

How many Skechers shares does the reporting person beneficially own after the amendment?

Following the amendments, the reporting person beneficially owns 145,809 shares as stated in the Form 4/A.

Are there any unresolved issues noted in the filing?

Yes—the filing notes an unexplained deduction of 70 shares that the reporting person could not account for when reconciling current holdings.