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What changed in Crocs, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Crocs, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+387 added−374 removedSource: 10-K (2026-02-12) vs 10-K (2025-02-13)

Top changes in Crocs, Inc.'s 2025 10-K

387 paragraphs added · 374 removed · 302 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

60 edited+7 added−10 removed30 unchanged
Biggest changeAs of December 31, 2024, we had 71 Crocs Brand kiosks and store-in-store locations. 5 Table of Contents The following table illustrates the net change during 2024 in the number of our company-operated retail stores (inclusive of full-price retail stores, outlet stores, kiosks, store-in-store locations, and temporary stores) by reportable operating segment and country: December 31, 2023 Opened Closed December 31, 2024 Crocs Brand United States 163 13 4 172 South Korea 91 4 — 95 China 36 18 3 51 Japan 14 7 — 21 Singapore 17 — — 17 Germany 11 1 2 10 Canada 8 2 1 9 Great Britain — 4 — 4 Austria 3 — — 3 Puerto Rico 3 — — 3 France 2 — — 2 The Netherlands 1 1 — 2 Australia — 1 — 1 Total Crocs Brand 349 51 10 390 HEYDUDE Brand United States 14 39 1 52 Total HEYDUDE Brand 14 39 1 52 Total 363 90 11 442 Business Segments and Geographic Information We have two reportable operating segments: the Crocs Brand and the HEYDUDE Brand.
Biggest changeAs of December 31, 2025, we had 72 Crocs Brand store-in-store locations. 5 Table of Contents The following table illustrates the net change during 2025 in the number of our company-operated retail stores (inclusive of full-price retail stores, outlet stores, kiosks, store-in-store locations, and temporary stores) by reportable operating segment and country: December 31, 2024 Opened Closed December 31, 2025 Crocs Brand United States 172 16 2 186 South Korea 95 2 2 95 China 51 9 4 56 Japan 21 11 6 26 Singapore 17 1 — 18 Canada 9 2 — 11 Germany 10 — — 10 Great Britain 4 6 — 10 France 2 4 — 6 Malaysia — 5 — 5 Austria 3 — — 3 Puerto Rico 3 — — 3 The Netherlands 2 1 — 3 Australia 1 3 — 4 India — 2 — 2 Ireland — 1 — 1 Total Crocs Brand 390 63 14 439 HEYDUDE Brand United States 52 25 2 75 Total HEYDUDE Brand 52 25 2 75 Total 442 88 16 514 Business Segments and Geographic Information We have two reportable operating segments: the Crocs Brand and the HEYDUDE Brand.
Corporation. Our company-operated retail locations and e-commerce sites also compete with some of our wholesale partners. The principal elements of competition in these markets include brand awareness, product functionality, design, comfort, quality, price, customer service, and marketing and distribution. We believe that our unique footwear designs, material formulations, prices, product line, and distribution networks position us well in the marketplace.
Our company-operated retail locations and e-commerce sites also compete with some of our wholesale partners. The principal elements of competition in these markets include brand awareness, product functionality, design, comfort, quality, price, customer service, and marketing and distribution. We believe that our unique footwear designs, material formulations, prices, product line, and distribution networks position us well in the marketplace.
See the risk factors under “Risks Related to our Supply Chain — Our operations are dependent on the global supply chain and impacts of supply chain constraints and inflationary pressure could adversely impact our operating results” and “Risks Related to Our Supply Chain — Supply chain disruptions could interrupt product manufacturing and global logistics and product costs” included in Item 1A.
See the risk factors under “Risks Related to our Supply Chain — Our operations are dependent on the global supply chain and impacts of supply chain constraints and inflationary pressure could adversely impact our operating results” and “Risks Related to Our Supply Chain — Supply chain disruptions could interrupt product manufacturing and global logistics and increase product costs” included in Item 1A.
Although we do not believe that we compete directly with any single company with respect to the entire spectrum of our products, we believe portions of our wholesale, retail, and e-commerce businesses compete with companies including, but not limited to: NIKE, Inc., adidas AG, Deckers Outdoor Corporation, Skechers USA, Inc., Birkenstock Holding plc., Steven Madden, Ltd., Wolverine World Wide, Inc., and V.F.
Although we do not believe that we compete directly with any single company with respect to the entire spectrum of our products, we believe portions of our wholesale, retail, and e-commerce businesses compete with companies including, but not limited to: NIKE, Inc., adidas AG, Deckers Outdoor Corporation, Birkenstock Holding plc., Steven Madden, Ltd., Wolverine World Wide, Inc., and V.F. Corporation.
Except where specified otherwise, all information in the forthcoming Comfort Report and below corporate responsibility and sustainability (“CRS”) discussion pertains to Crocs, Inc. as of December 31, 2024. The content provided in our Comfort Report or accessible through our website is not incorporated by reference as part of this Annual Report on Form 10-K.
Except where specified otherwise, all information in the forthcoming Comfort Report and below corporate responsibility and sustainability (“CRS”) discussion pertains to Crocs, Inc. as of December 31, 2025. The content provided in our Comfort Report or accessible through our website is not incorporated by reference as part of this Annual Report on Form 10-K.
Governance Strong corporate governance mechanisms, along with robust internal controls over our financial reporting framework, are the foundation for our progress toward our environmental and social ambitions. The basis of this is our Board of Directors (the “Board”), which was comprised of 22% female and 22% historically underrepresented racial/ethnic members as of December 31, 2024.
Governance Strong corporate governance mechanisms, along with robust internal controls over our financial reporting framework, are the foundation for our progress toward our environmental and social ambitions. The basis of this is our Board of Directors (the “Board”), which was comprised of 22% female and 22% historically underrepresented racial/ethnic members as of December 31, 2025.
E-commerce As of December 31, 2024, we offered our products through 23 company-operated e-commerce sites worldwide and also on third-party marketplaces. Our e-commerce presence facilitates a greater connection with our consumers and provides us with an opportunity to educate them about our products and brands.
E-commerce As of December 31, 2025, we offered our products through 23 company-operated e-commerce sites worldwide and also on third-party marketplaces. Our e-commerce presence facilitates a greater connection with our consumers and provides us with an opportunity to educate them about our products and brands.
Our mission of “everyone comfortable in their own shoes” continued in 2024 as we repeatedly brought our consumers new silhouettes, compelling collaborations, trend-right colors and graphics, and increased personalization through our Jibbitz™ charms accessories.
Our mission of “everyone comfortable in their own shoes” continued in 2025 as we repeatedly brought our consumers new silhouettes, compelling collaborations, trend-right colors and graphics, and increased personalization through our Jibbitz™ charms accessories.
Our 2024 Comfort Report, which is expected to be published in the first half of 2025, is our fourth annual publication that provides an explanation of our progress towards our purpose of creating a more comfortable world for all. Our Comfort Report will be made available on the Investor Relations section of our website located at www.investors.crocs.com.
Our 2025 Comfort Report, which is expected to be published in the first half of 2026, is our annual publication that provides an explanation of our progress towards our purpose of creating a more comfortable world for all. Our Comfort Report will be made available on the Investor Relations section of our website located at www.investors.crocs.com.
These reports are available free of charge on our corporate website (www.crocs.com) as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Copies of any materials we file with the SEC can be obtained free of charge at www.sec.gov. The foregoing website addresses are provided as inactive textual references only.
These reports are available free of charge on our corporate website (www.crocs.com) as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Copies of any materials we file with the SEC can be obtained free of charge 8 Table of Contents at www.sec.gov. The foregoing website addresses are provided as inactive textual references only.
See Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 17 — Operating Segments and Geographic Information in the accompanying notes to the consolidated financial statements included in Part II - Item 8.
See Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 16 — Operating Segments and Geographic Information in the accompanying notes to the consolidated financial statements included in Part II - Item 8.
Our Classic Clog is our icon, and we continue to grow our broader clog silhouette with new designs, colors, graphics, licensed properties and collaborations. The addition of the HEYDUDE Brand to our portfolio provides opportunity to play in a broader casual footwear market. The brand is known for its versatility, easy on and off characteristics, and comfort.
Our Classic Clog is our icon, and we continue to grow our broader clog silhouette with new designs, colors, graphics, licensed properties, and collaborations. The HEYDUDE Brand provides opportunity to play in a broader casual footwear market. The brand is known for its versatility, easy on and off characteristics, and comfort.
Our enterprise growth priorities are centered around three strategic areas of focus: • Ignite our icons to drive awareness and relevance for our brands — Central to our Crocs Brand’s DNA are our clogs, sandals, and Jibbitz™ charms, which are key product pillars that we believe will drive long-term growth.
Our enterprise growth priorities are currently centered around three strategic areas of focus: • Ignite our icons through driving awareness and relevance for our brands — Central to our Crocs Brand’s DNA are our clogs, sandals, and Jibbitz™ charms, which are key product pillars that we believe will drive long-term growth.
All other raw materials that we use to produce the Croslite™ formulations are readily available for purchase from multiple suppliers. Some of the products we offer are constructed using textile fabrics or other material formulations, such as those we brand LiteRide™ and Free Feel Technology™.
All other raw materials that we use to produce the Croslite™ formulations are readily available for purchase from multiple suppliers. 6 Table of Contents Some of the products we offer are constructed using textile fabrics or other material formulations, such as those we brand LiteRide™ and Free Feel Technology™.
These materials are obtained from a number of third-party sources, and we believe these materials are also broadly available. 6 Table of Contents HEYDUDE Brand The primary raw materials for the HEYDUDE Brand are fabrics, including polyester and cotton, Ethylene-vinyl acetate (“EVA”) insoles and outsoles, and other materials such as leather and polyurethane.
These materials are obtained from a number of third-party sources, and we believe these materials are also broadly available. HEYDUDE Brand The primary raw materials for the HEYDUDE Brand are fabrics, including polyester and cotton, Ethylene-vinyl acetate (“EVA”) insoles and outsoles, and other materials such as leather and polyurethane.
We also launched our first “Keep it Going” classic clog, made of 25% post-consumer recycled content created from Crocs shoes we’ve taken back. More detail on these initiatives, as well as our ambitions, will be provided in our upcoming Comfort Report.
We also restocked our “Keep it Going” classic clog, made of 25% post-consumer recycled content created from Crocs shoes we’ve taken back. More detail on these initiatives, as well as our ambitions, will be provided in our upcoming Comfort Report.
However, a number of companies in the casual footwear industry have greater financial resources, more comprehensive product lines, broader market presence, longer standing relationships with wholesalers, longer operating histories, greater distribution capabilities, stronger brand recognition, 8 Table of Contents and greater marketing resources than we have.
However, a number of companies in the casual footwear industry have greater financial resources, more comprehensive product lines, broader market presence, longer standing relationships with wholesalers, longer operating histories, greater distribution capabilities, stronger brand recognition, and greater marketing resources than we have.
Direct-to-Consumer Channel Our DTC channel includes company-operated e-commerce sites, third-party marketplaces, company-operated full-price retail stores, outlet stores, and kiosks/store-in-store locations. During the years ended December 31, 2024, 2023, and 2022, 49.7%, 48.0%, and 45.1%, respectively, of our consolidated revenues were derived through our DTC channel.
Direct-to-Consumer Channel Our DTC channel includes company-operated e-commerce sites, third-party marketplaces, company-operated full-price retail stores, outlet stores, and kiosks/store-in-store locations. During the years ended December 31, 2025, 2024, and 2023, 52.1%, 49.7%, and 48.0%, respectively, of our consolidated revenues were derived through our DTC channel.
Wholesale Channel During the years ended December 31, 2024, 2023, and 2022, 50.3%, 52.0%, and 54.9% of our consolidated revenues, respectively, were derived through our wholesale channel. Our wholesale channel includes domestic and international multi-brand retailers, mono-branded partner stores, e-tailers, and distributors.
Wholesale Channel During the years ended December 31, 2025, 2024, and 2023, 47.9%, 50.3%, and 52.0% of our consolidated revenues, respectively, were derived through our wholesale channel. Our wholesale channel includes domestic and international multi-brand retailers, mono-branded partner stores, e-tailers, and distributors.
We also maintain a global ethics hotline, which is monitored by our Legal department, should any of our stakeholders identify concerns or have grievances. Distribution Channels The broad appeal of our footwear has allowed us to market our products in more than 80 countries through two distribution channels: wholesale and direct-to-consumer (“DTC”).
We also maintain a global ethics hotline, which is monitored by our Legal department, should any of our stakeholders identify concerns or have grievances. 4 Table of Contents Distribution Channels The broad appeal of our footwear has allowed us to market our products in more than 85 countries through two distribution channels: wholesale and direct-to-consumer (“DTC”).
As of December 31, 2024, we had 87 full-price Crocs Brand retail stores. Our company-operated outlet stores allow us to sell discontinued and overstocked merchandise directly to consumers at discounted prices. We also sell full-priced products in our outlet stores as well as built-for-outlet products.
As of December 31, 2025, we had 98 full-price Crocs Brand retail stores. Our company-operated outlet stores allow us to sell discontinued and overstocked merchandise directly to consumers at discounted prices. We also sell full-priced products in our outlet stores as well as built-for-outlet products.
We have additional third-party manufacturers in China, Indonesia, India, and Mexico, among other countries. During the years ended December 31, 2024, 2023, and 2022, approximately 51%, 56%, and 53%, respectively, of our Crocs Brand production was in Vietnam.
We have additional third-party manufacturers in China, Indonesia, India, and Mexico, among other countries. During the years ended December 31, 2025, 2024, and 2023, approximately 45%, 51%, and 56%, respectively, of our Crocs Brand production was in Vietnam.
Our largest third-party manufacturer for the Crocs Brand, with the majority of operations in Vietnam, produced approximately 50%, 47%, and 42% of our production during the years ended December 31, 2024, 2023, and 2022, respectively, and our second largest third-party manufacturer for the Crocs Brand, primarily operating in both Vietnam and China, produced approximately 25%, 26%, and 27% of our production during the years ended December 31, 2024, 2023, and 2022, respectively. • China for the HEYDUDE Brand.
Our largest third-party manufacturer for the Crocs Brand, with the majority of operations in Vietnam, produced approximately 45%, 50%, and 47% of our production during the years ended December 31, 2025, 2024, and 2023, respectively, and our second largest third-party manufacturer for the Crocs Brand, primarily operating in both Vietnam and China, produced approximately 28%, 25%, and 26% of our production during the years ended December 31, 2025, 2024, and 2023, respectively. • Vietnam for the HEYDUDE Brand.
As of December 31, 2024, we had 390 and 52 company-operated stores for the Crocs Brand and HEYDUDE Brand, respectively. Our company-operated full-price retail stores allow us to effectively showcase the full extent of our product range to consumers and provide us with the opportunity to interact with those consumers directly.
As of December 31, 2025, we had 439 and 75 company-operated stores for the Crocs Brand and HEYDUDE Brand, respectively. Our company-operated full-price retail stores allow us to effectively showcase the full extent of our product range to consumers and provide us with the opportunity to interact with those consumers directly.
Our major trademarks for the Crocs Brand include the Crocs logo and the Crocs word mark, both of which are registered or pending registration in the U.S., the European Union, Japan, Taiwan, China, and Canada, among other countries. Our major trademarks for the HEYDUDE Brand include the HEYDUDE logo and word mark.
Our major trademarks for the Crocs Brand include the Crocs logo and the Crocs word mark, both of which are registered or pending registration in the U.S., the European Union, Japan, Korea, Taiwan, 7 Table of Contents China, Canada, United Kingdom, and Australia, among other countries. Our major trademarks for the HEYDUDE Brand include the HEYDUDE logo and word mark.
As of December 31, 2024, we had 232 Crocs Brand outlet stores and 52 HEYDUDE Brand outlet stores, of which 9 were clearance locations. Our company-operated kiosks and store-in-store locations allow us to market specific product lines, with flexibility to tailor products to consumer preferences in shopping malls and other high foot-traffic areas.
As of December 31, 2025, we had 269 Crocs Brand outlet stores and 75 HEYDUDE Brand outlet stores. Our company-operated kiosks and store-in-store locations allow us to market specific product lines, with flexibility to tailor products to consumer preferences in shopping malls and other high foot-traffic areas.
In 2024, our Corporate Responsibility and Sustainability Steering Committee (the “CRS Committee”) of our Board, comprised of three independent directors, continued its oversight of our CRS efforts and received quarterly updates on the development of our CRS program.
In 2025, our Governance and Corporate Responsibility committee (the “GCR Committee”) of our Board, comprised of three independent directors, continued its oversight of our efforts and received quarterly updates on the development of our CRS program.
We have additional third-party manufacturers in Vietnam, Cambodia, Indonesia, and India. During the years ended December 31, 2024 and 2023, approximately 58% and 83%, respectively, of our HEYDUDE Brand production was in China.
We have additional third-party manufacturers in China, Cambodia, Indonesia, and India. During the years ended December 31, 2025, 2024 and 2023, approximately 44%, 20%, and 5%, respectively, of our HEYDUDE Brand production was in Vietnam. Prior to 2025, the majority of our HEYDUDE Brand production was in China.
Crocs Brand Recognized globally for our unmistakable iconic molded clog silhouette, we have taken the successful formula of a simple design aesthetic, paired it with modern comfort, and expanded into a wide variety of casual footwear products including sandals—wedges, flips, and slides—that meet the needs of the whole family.
We offer a broad portfolio of all-season products, while remaining true to our core casual footwear heritage. 2 Table of Contents Crocs Brand Recognized globally for our unmistakable iconic molded clog silhouette, we have taken the successful formula of a simple design aesthetic, paired it with modern comfort, and expanded into a wide variety of casual footwear products including sandals—wedges, flips, and slides—that meet the needs of the whole family.
We believe sandals are a natural extension of the Crocs Brand and allow us to access new consumers by leveraging our signature molding technology to provide casual, comfortable footwear for a variety of wearing occasions. In addition to the development of our sandals product pillar, we see further opportunity to expand into broader footwear silhouettes and lifestyle occasions.
We believe sandals are a natural extension of the Crocs Brand leveraging our signature molding technology to provide casual, comfortable footwear for a variety of wearing occasions and consumers. In addition to the development of our sandals product pillar, we see further opportunity to build on a broader personalization opportunity while expanding into more lifestyle occasions.
We believe our employees are critical to the maintenance of strong corporate governance and, to that end, we continue to conduct annual in-person and online compliance trainings for all corporate employees, as well as retail and distribution center management.
All material findings and updates are elevated to and discussed with our Board quarterly by our Chief Sustainability and Compliance Officer. We believe our employees are critical to the maintenance of strong corporate governance and, to that end, we continue to conduct annual in-person and online compliance trainings for all corporate employees, as well as retail and distribution center management.
We also maintained our membership with Cascale (formerly the Sustainable Apparel Coalition), continued to progress the work of the Footwear Collective as a founding member and enhanced the tracking of our energy use, water use, and waste generation.
We also maintained our membership with Cascale (formerly the Sustainable Apparel Coalition), continued to progress the work of the Footwear Collective as a founding member and enhanced the tracking of our energy use, water use, and waste generation. In 2025, we also expanded our “Old Crocs. New Life.” consumer takeback program to Crocs stores in Europe.
We continued to show up for our communities in times of need, donating shoes and funds in the wake of crises, such as the impacts following the hurricanes in the southeastern United States in 2024.
We continued to show up for our communities in times of need, donating shoes and funds in the wake of crises, such as the impacts following the floods in Texas and wildfires in California in 2025.
Risk Factors of this Annual Report on Form 10-K for information on risks associated with distribution and logistics. 7 Table of Contents Intellectual Property and Trademarks We rely on a combination of trademarks, copyrights, trade secrets, trade dress, and patent protections to establish, protect, and enforce our intellectual property rights in our product designs, brands, materials, and research and development efforts, although no such methods can afford complete protection.
Intellectual Property and Trademarks We rely on a combination of trademarks, copyrights, trade secrets, trade dress, and patent protections to establish, protect, and enforce our intellectual property rights in our product designs, brands, materials, and research and development efforts, although no such methods can afford complete protection.
Social As of December 31, 2024, we employed more than 7,910 employees globally, including approximately 4,560 employees in our retail stores, 2,300 employees at our corporate/regional offices, and 1,050 employees at our distribution centers.
Social As of December 31, 2025, we employed more than 8,010 employees globally, including approximately 4,940 employees in our retail stores, 2,230 employees at our corporate/regional offices, and 840 employees at our distribution centers.
In 2024, we also expanded “Old Crocs New Life,” a circularity program in the United States and Canada that allows our Crocs consumers to return their gently worn or well-loved Crocs shoes to over 160 retail stores or via a mail-back initiative to be donated to communities in need or repurposed into something new.
This program allows our Crocs consumers to return their gently worn or well-loved Crocs shoes to over 200 retail stores across the U.S., Canada, and Europe, or via a mail-back initiative, to be donated to communities in need or repurposed into something new.
We have two reportable operating segments: the Crocs Brand and the HEYDUDE Brand, which are discussed in more detail in “Business Segments and Geographic Information” below. Our Vision At the heart of our brands are our consumers.
We have two reportable operating segments: the Crocs Brand and the HEYDUDE Brand, which are discussed in more detail in “Business Segments and Geographic Information” below. Our Vision At the heart of our brands are our consumers. We have brands with broad democratic appeal and accessible price points, which are aligned with global megatrends such as casualization, comfort, and personalization.
As of December 31, 2024, our company-operated warehouse and distribution facilities provided us with 2.9 million square feet, and our third-party operated distribution facilities provided us with 0.9 million square feet, with additional area available based on inventory levels.
As of December 31, 2025, our company-operated warehouse and distribution facilities provided us with 2.9 million square feet, and our third-party operated distribution facilities provided us with 1.0 million square feet, with additional area available based on inventory levels. Additionally, certain customers pick up orders directly from our third-party manufacturers or from the port of entry.
Corporate Responsibility and Sustainability Initiatives As one of the world’s largest footwear companies, we aim to make a positive impact on the global footwear industry, for people, and for our planet.
Financial Statements and Supplementary Data of this Annual Report on Form 10-K for information on total marketing costs for the year. Corporate Responsibility and Sustainability Initiatives As one of the world’s largest footwear companies, we aim to make a positive impact on the global footwear industry, for people, and for our planet.
We believe the progress of our sustainability efforts is best understood through transparent and comparable disclosures and, to this end, we continue to align our reporting with the Sustainability Accounting Standards Board (“SASB”) and the Taskforce on Climate-related Financial Disclosures (“TCFD”) frameworks. 3 Table of Contents Environmental We are committed to taking steps to reduce our impact on the environment and are particularly focused on carbon reduction, sustainable operations, and product circularity.
We believe the progress of our sustainability efforts is best understood through transparent and comparable disclosures and, to this end, we continue to align our reporting with the Sustainability Accounting Standards Board (“SASB”) and the Taskforce on Climate-related Financial Disclosures (“TCFD”) frameworks.
Our trademarks registered within and outside of the U.S. are generally valid as long as they are in use and their registrations are properly maintained and have not been found to have become generic. We believe our trademarks and patents are crucial to the successful marketing and sale of our products.
In the U.S., our patents are generally in effect for up to 20 years from the date of filing the patent application. Our trademarks registered within and outside of the U.S. are generally valid as long as they are in use and their registrations are properly maintained and have not been found to have become generic.
In 2024, we increased the amount of bio-circular materials in our Croslite™ compound, reaching 25% bio-circular content on a mass balance basis as verified by the International Sustainability and Carbon Certification (“ISCC PLUS”), supporting our journey to Net Zero by 2040.
In 2025, we refocused our bio-circular materials strategy to the Crocs Classic Clog Portfolio, maintaining 25% bio-circular content on a mass balance basis across Classics as verified by the International Sustainability and 3 Table of Contents Carbon Certification (“ISCC PLUS”), supporting our journey to Net Zero by 2040.
We have brands with a broad democratic appeal and accessible price points, which are aligned with global megatrends such as casualization, comfort, and personalization. The philosophy and vision for our brands have been important drivers of our results and, we believe, will continue to be important as we strive to realize the full global potential of our brands.
The philosophy and vision for our brands have been important drivers of our results and, we believe, will continue to be important as we strive to realize the full global potential of our brands.
Additionally, we regularly review our Enterprise Risk Management and Ethics & Compliance program frameworks to account for our social and environmental risks and opportunities, specifically including those related to climate change.
Specifically, the GCR Committee assisted the Board in overseeing the Company’s significant strategies, programs, and practices relating to corporate responsibility, including social and environmental issues and impacts. Additionally, we regularly review our Enterprise Risk Management and Ethics & Compliance program frameworks to account for our social and environmental risks and opportunities, specifically including those related to climate change.
Digital sales include sales directly to consumers through our company-owned websites and third-party marketplaces as well as wholesale sales to our global e-tailers.
Digital sales include sales directly to consumers through our company-owned websites and third-party marketplaces as well as wholesale sales to our global e-tailers. Our digital sales in 2025 were 37.8% of consolidated revenues, compared to 37.2% and 37.9% of consolidated revenues in 2024 and 2023, respectively.
We also utilized third-party operated distribution centers located in the United States, Japan, China, Australia, South Korea, Singapore, India, Brazil, Canada, the Netherlands, and the United Kingdom.
As of December 31, 2025, we principally stored our finished goods inventory in company-operated warehouses and distribution and logistics facilities located in the U.S. and the Netherlands. We also utilized third-party operated distribution centers located in the United States, Japan, China, Australia, South Korea, Singapore, India, Brazil, Canada, the Netherlands, and the United Kingdom.
In 2024, we launched our “Step Up to Greatness” program focused on supporting non-profit partners that help young people build new skills, grow confidence, and open doors to new opportunities. We also partnered with Big Brothers Big Sisters, the largest youth mentoring organization in the United States, to support them in empowering young people.
In 2025, we expanded our “Step Up to Greatness” program focused on supporting non-profit partners that help young people build new skills, grow confidence, and open doors to new opportunities.
The Wendy and Wally are distinct and innovative loafer silhouettes and represent our icons. • Drive market share gains across our Tier 1 markets through strategic investment in talent, marketing, digital, and retail — For the Crocs Brand, we are focused on six Tier 1 markets: (i) China, (ii) India, (iii) Japan, (iv) South Korea, (v), the U.S., and (vi) Western Europe.
Diversification within our icon silhouettes include the Stretch Sox, Stretch Canvas, Craft Linen, and Stretch Jersey. • Drive market share gains across our Tier 1 markets through prioritization of investments behind our strategic markets — For the Crocs Brand, we are currently focused on six Tier 1 markets: (i) China, (ii) India, (iii) Japan, (iv) South Korea, (v), the U.S., and (vi) Western Europe.
We consider the formulations of the materials used to produce our Crocs Brand footwear covered by our trademarks Croslite™, LiteRide™, and Free Feel Technology™, among others, valuable trade secrets. The material formulations are manufactured through a process that combines a number of components in various proportions to achieve the properties for which our Crocs Brand products are known.
The material formulations are manufactured through a process that combines a number of components in various proportions to achieve the properties for which our Crocs Brand products are known.
Our products containing LiteRide™ and Free Feel Technology™ feature comfort-focused, proprietary foam insoles which are soft, lightweight, and resilient. HEYDUDE Brand The HEYDUDE Brand offers shoes with an iconic and versatile loafer silhouette with many wearing occasions that focus on casualization, comfort-led functionality, and personalization. The HEYDUDE Brand utilizes leading technologies including a flex-and-fold outsole and ergonomic insole.
Our products containing LiteRide™ and Free Feel Technology™ feature comfort-focused, proprietary foam insoles which are soft, lightweight, and resilient. HEYDUDE Brand The HEYDUDE Brand is known for its iconic and versatile loafer silhouette serving multitudes of wearing occasions through focusing on casualization, comfort-led functionality, and personalization.
The HEYDUDE word mark is registered in the U.S., the European Union, China, and Singapore, among others. Protection for the HEYDUDE logo has been filed in the U.S. and other countries and has moved to registration in some, including Singapore, the United Kingdom, and Australia among others.
The HEYDUDE word mark is registered in the U.S., the European Union, China, Canada, Singapore, Korea, United Kingdom, and Australia among others.
During the partial period beginning on the Acquisition Date through December 31, 2022 (the “Partial Period”), the vast majority of production was in China for the HEYDUDE Brand. We believe any potential concentration risk is mitigated by the fact that the manufacturing capabilities required to produce our footwear are broadly available for both brands.
We believe any potential concentration risk is mitigated by the fact that the manufacturing capabilities required to produce our footwear are broadly available for both brands.
For the HEYDUDE Brand, our primary focus is diversification within our core Wendy and Wally silhouettes, while pursuing natural extensions into sneakers, dress casual, boots and sandals. 2 Table of Contents Products Since we first introduced a single-style clog in six colors in 2002, we have grown to be a world leader of innovative, casual footwear for all.
For the HEYDUDE Brand, our primary focus is diversification within our core Wally and Wendy silhouettes, while pursuing natural extensions into sneakers, dress casual, boots, and sandals.
The shoes are known for being lightweight, flexible, and soft, with design and functional flexibility for convenience. Marketing Each season, we focus on presenting compelling brand stories and experiences for our new product introductions as well as our ongoing core products.
Marketing Each season, we focus on presenting compelling brand stories and experiences for our new product introductions as well as our ongoing core products. We employ social and digital marketing centered on showcasing our clog, sandal silhouettes, and Jibbitz™ charms for the Crocs Brand and our loafer, sneaker, and boot silhouettes for the HEYDUDE Brand.
We strategically register, both domestically and internationally, the trademarks and patents covering certain product designs and branding that we utilize today. We aggressively police our patents, trademarks, and copyrights and pursue those who infringe upon them, both domestically and internationally, through litigation and otherwise as we deem necessary.
We believe our trademarks and patents are crucial to the successful marketing and sale of our products. We strategically register, both domestically and internationally, the trademarks and patents covering certain product designs and branding that we utilize today.
Innovation is not only core to our brands’ values; it is at the forefront of how we drive consumer acquisition and engagement. We strive to listen and respond quickly to our customers to give them new and innovative reasons to continue to choose the Crocs and HEYDUDE brands.
We continue to invest in partnerships including Pokémon, MLB, Hello Kitty, Millie Bobby Brown, and Riley Green. Innovation is not only core to our brands’ values; it is at the forefront of how we drive consumer acquisition and engagement.
See Note 1 — Basis of Presentation and Summary of Significant Accounting Policies in the accompanying notes to the consolidated financial statements included in Part II - Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K for information on total marketing costs for the year.
We strive to listen and respond quickly to our customers to give them new and innovative reasons to continue to choose the Crocs and HEYDUDE brands. See Note 1 — Basis of Presentation and Summary of Significant Accounting Policies in the accompanying notes to the consolidated financial statements included in Part II - Item 8.
In 2024, we completed a greenhouse gas inventory for the Crocs, Inc. enterprise, including both the Crocs and HEYDUDE brands, based on 2023 data. We also updated our 2022 and 2021 emissions based on updates in calculation methodology due to more accurate emission factors and advancements in data quality.
Environmental We are committed to taking steps to reduce our impact on the environment and are particularly focused on carbon reduction, sustainable operations, and product circularity. In 2025, we completed a greenhouse gas inventory for the Crocs, Inc. enterprise, including both the Crocs and HEYDUDE brands, based on 2024 data.
Our international sales in 2024 were 44.1% of Crocs Brand revenues compared to 41.0% and 38.2% in 2023 and 2022, respectively. For the HEYDUDE Brand, which predominantly operates in the United States, we have embarked, and plan to continue to embark, on various marketing activities to drive higher awareness. This includes developing a pipeline of collaborations and brand activations.
Our international sales in 2025 were 48.6% of Crocs Brand revenues compared to 44.1% and 41.0% in 2024 and 2023, respectively. For the HEYDUDE Brand, our current primary focus is to stabilize the U.S. marketplace, and we have made progress towards this goal.
We also have registrations or pending trademark applications for other marks and logos in various countries around the world. In the U.S., our patents are generally in effect for up to 20 years from the date of filing the patent application.
Protection for the HEYDUDE logo has published in the U.S. and other countries and has moved to registration in some, including Singapore, Canada, China, Korea, the European Union, the United Kingdom, Australia, Brazil, Japan, Mexico, and New Zealand, among others. We also have registrations or pending trademark applications for other marks and logos in various countries around the world.
Removed
On February 17, 2022 (the “Acquisition Date”), we acquired (the “Acquisition”) 100% of the equity of a privately-owned casual footwear brand business (“HEYDUDE”). HEYDUDE is engaged in the business of distributing and selling casual footwear under the brand name “HEYDUDE.” The majority of HEYDUDE sales are currently in the United States.
Added
The Wally and Wendy are distinct and innovative loafer silhouettes and represent our icons. • Expand wearing occasions through thoughtful diversification of our product range to attract new and retain existing consumers — For the Crocs Brand, we see opportunity to diversify within our clog, sandal, personalization, and broader lifestyle product offering, ultimately attracting new consumers.
Removed
To that end, in 2024, we continued our message of “Come As You Are” for the Crocs Brand and the slogan “Good To Go-To” for the HEYDUDE Brand.
Added
To support continued stabilization in the future, we plan to continue to support various marketing activities to ultimately drive higher brand awareness. This includes developing a pipeline of collaborations and brand activations. Across our portfolio, leading with digital remains a priority.
Removed
We have rightsized HEYDUDE’s wholesale distribution footprint and are evolving our channel diversification strategy through the thoughtful development of premium outlet retail stores. At the end of 2024 and 2023, we had a fleet of 52 and 14 HEYDUDE Brand outlet stores, respectively. Across our portfolio, leading with digital remains a priority.
Added
Products Since we first introduced a single-style clog in six colors in 2002, we have grown to be a world leader of innovative, casual footwear for all.
Removed
Our digital sales in 2024 were 37.2% of consolidated revenues, compared to 37.9% and 37.8% of consolidated revenues in 2023 and 2022, respectively. • Attract new consumers by diversifying our product range and wearing occasions — For the Crocs Brand, we see opportunity to attract new consumers by driving diversification in wearing occasions.
Added
HEYDUDE also offers apparel and accessories, which we believe ultimately allows the brand to connect with more consumers and build a broader community. The HEYDUDE Brand utilizes leading technologies including a flex-and-fold outsole and ergonomic insole. The shoes are known for being lightweight, flexible, and soft, with design and functional flexibility for convenience.
Removed
We offer a broad portfolio of all-season products, while remaining true to our core casual footwear heritage.
Added
In addition to partnering with Big Brothers Big Sisters, the largest youth mentoring organization in the United States and Canada, we also announced a global partnership with UNICEF’s Upshift program, a social innovation accelerator that equips young people with skills, mentorship, and entrepreneurial training.
Removed
We employ social and digital marketing centered on showcasing our clog, sandal silhouettes, and Jibbitz™ charms for the Crocs Brand and our versatile loafer silhouette for the HEYDUDE Brand. We continue to invest in partnerships including McDonald’s, Toy Story, Simone Rocha, Sydney Sweeney, and Jelly Roll.
Added
Risk Factors of this Annual Report on Form 10-K for information on risks associated with distribution and logistics.
Removed
Specifically, the CRS Committee assisted the Board in (i) carrying out the responsibilities delegated by the Board regarding the review and oversight of our goals, policies, procedures and disclosures related to sustainability and CRS matters and (ii) its oversight of the sustainability and CRS matters material to us, our employees, our communities, and the planet.
Added
We aggressively police our patents, trademarks, and copyrights and pursue those who infringe upon them, both domestically and internationally, through opposition efforts, litigation, and otherwise, as we deem necessary. We consider the formulations of the materials used to produce our Crocs Brand footwear covered by our trademarks Croslite™, LiteRide™, and Free Feel Technology™, among others, valuable trade secrets.
Removed
All 4 Table of Contents material findings and updates are elevated to and discussed with our Board quarterly by our Chief Sustainability Officer, who reports directly to our Chief Executive Officer.
Removed
As of December 31, 2024, we principally stored our finished goods inventory in company-operated warehouses and distribution and logistics facilities located in the U.S. and the Netherlands. During 2024, we further expanded our U.S. distribution centers in Nevada for the HEYDUDE Brand to increase distribution capacity.
Removed
We also ship directly to certain wholesale customers from our third-party manufacturers and certain distributors pick up orders directly from our third-party manufacturers or from the port of entry.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

99 edited+41 added−24 removed212 unchanged
Biggest changeWe also compete 14 Table of Contents with other companies for the production capacity of our third-party manufacturers. Some of these competitors may place larger orders than we do, and, as a result, may have an advantage or priority in securing production capacity.
Biggest changeSome of these competitors may place larger orders than we do, and, as a result, may have an advantage or priority in securing production capacity. If we experience a 14 Table of Contents significant increase in demand, or if an existing third-party manufacturer needs to be replaced, we may have to expand our third-party manufacturing capacity.
See the risk factors under “Risks Related to International Operations — Government actions and regulations, such as export restrictions, tariffs, and other trade protection measures could adversely affect our business” and “Risks Related to International Operations — We conduct significant business activity outside the U.S., which exposes us to risks of international commerce.” Our business could suffer if we need to replace either our third-party manufacturers or our distribution centers.
See also the risk factors under “Risks Related to International Operations — Government actions and regulations, such as export restrictions, tariffs, and other trade protection measures could adversely affect our business” and “Risks Related to International Operations — We conduct significant business activity outside the U.S., which exposes us to risks of international commerce.” Our business could suffer if we need to replace either our third-party manufacturers or our distribution centers.
Any delay or prevention of a change of control or change in management that stockholders might otherwise consider to be favorable could cause the market price of our common stock to decline. 24 Table of Contents Increasing scrutiny from investors, regulators, and other key stakeholders with respect to our environmental, social, and governance practices may impose additional costs on us or expose us to new or additional risks.
Any delay or prevention of a change of control or change in management that stockholders might otherwise consider to be favorable could cause the market price of our common stock to decline. 25 Table of Contents Increasing scrutiny from investors, regulators, and other key stakeholders with respect to our environmental, social, and governance practices may impose additional costs on us or expose us to new or additional risks.
See the risk factor “Changes in foreign exchange rates, most significantly but not limited to the Euro, South Korean Won, and Chinese Yuan or other global currencies could have a material adverse effect on our business and financial results” for more information. • Slower consumer spending may result in our inability to maintain or increase our sales to new and existing customers and cause reduced product orders or product order delays or cancellations from wholesale accounts that are directly impacted by fluctuations in the broader economy, difficulties managing inventories, higher discounts, and lower product margins. • If consumer demand for our products declines, we may not be able to profitably operate existing retail stores, due to the higher fixed costs associated with our retail business compared to e-commerce distribution. • A decrease in credit available to our wholesale or distributor customers, product suppliers, and other service providers, or financial institutions that are counterparties to our Revolving Facility (as defined herein) or derivative instruments may result in credit pressures, other financial difficulties, or insolvency for these parties, with a potential adverse impact on our business, our financial results, or our ability to obtain future financing. • If our wholesale customers experience diminished liquidity, we may experience a reduction in product orders, an increase in customer order cancellations, and/or the need to extend customer payment terms, which could lead to larger balances and delayed collection of our accounts receivable, reduced cash flows, greater expenses for collection efforts, and increased risk of nonpayment of our accounts receivable. • If our manufacturers or other parties in our supply chain experience diminished liquidity, and, as a result, are unable to fulfill their obligations to us, we may be unable to provide our customers with our products in a timely manner, resulting in lost sales opportunities or a deterioration in our customer relationships, which could in turn negatively impact future sales. • If we are unable to mitigate the impact of supply chain constraints and inflationary pressure through price increases or other measures, our results of operations and financial condition could be negatively impacted.
See the risk factor under “Risks Related to International Operations — Changes in foreign exchange rates, most significantly but not limited to the Euro, South Korean Won, and Chinese Yuan or other global currencies could have a material adverse effect on our business and financial results” for more information. • Slower consumer spending may result in our inability to maintain or increase our sales to new and existing customers and cause reduced product orders or product order delays or cancellations from wholesale accounts that are directly impacted by fluctuations in the broader economy, difficulties managing inventories, higher discounts, and lower product margins. • If consumer demand for our products declines, we may not be able to profitably operate existing retail stores, due to the higher fixed costs associated with our retail business compared to e-commerce distribution. • A decrease in credit available to our wholesale or distributor customers, product suppliers, and other service providers, or financial institutions that are counterparties to our Revolving Facility (as defined herein) or derivative instruments may result in credit pressures, other financial difficulties, or insolvency for these parties, with a potential adverse impact on our business, our financial results, or our ability to obtain future financing. • If our wholesale customers experience diminished liquidity, we may experience a reduction in product orders, an increase in customer order cancellations, and/or the need to extend customer payment terms, which could lead to larger balances and delayed collection of our accounts receivable, reduced cash flows, greater expenses for collection efforts, and increased risk of nonpayment of our accounts receivable. • If our manufacturers or other parties in our supply chain experience diminished liquidity, and, as a result, are unable to fulfill their obligations to us, we may be unable to provide our customers with our products in a timely manner, resulting in lost sales opportunities or a deterioration in our customer relationships, which could in turn negatively impact future sales. • If we are unable to mitigate the impact of supply chain constraints, tariffs, and inflationary pressure through price increases or other measures, our results of operations and financial condition could be negatively impacted.
Foreign manufacturing and sales activities are subject to numerous risks, including: • tariffs, anti-dumping fines, import and export controls, and other non-tariff barriers such as quotas and local content rules; • delays associated with the manufacture, transportation, and delivery of products, including related to global port backlog or congestion; • increased transportation costs due to distance, energy prices, inflation, or other factors; • delays in the transportation and delivery of goods due to increased security concerns; • restrictions on the transfer of funds; • restrictions and potential penalties due to privacy laws on the handling and transfer of consumer and other personal information; • changes in governmental policies and regulations; • political unrest, such as the ongoing war between Israel and Hamas, changes in law, terrorism, natural disasters, or public health issues like the COVID-19 pandemic, any of which can interrupt commerce; • potential violations of U.S. and foreign anti-corruption and anti-bribery laws by our employees, business partners or agents, despite our policies and procedures relating to compliance with these laws; • expropriation and nationalization; 18 Table of Contents • difficulties in managing foreign operations effectively and efficiently from the U.S.; • difficulties in understanding and complying with local laws, regulations, and customs in foreign jurisdictions; • longer accounts receivable payment terms and difficulties in collecting foreign accounts receivables; • difficulties in enforcing contractual and intellectual property rights; • greater risk that our business partners do not comply with our policies and procedures relating to labor, health, and safety; • UFLPA detentions by U.S.
Foreign manufacturing and sales activities are subject to numerous risks, including: • tariffs, anti-dumping fines, import and export controls, and other non-tariff barriers such as quotas and local content rules; • delays associated with the manufacture, transportation, and delivery of products, including related to global port backlog or congestion; • increased transportation costs due to distance, energy prices, inflation, or other factors; • delays in the transportation and delivery of goods due to increased security concerns; • restrictions on the transfer of funds; • restrictions and potential penalties due to privacy laws on the handling and transfer of consumer and other personal information; • changes in governmental policies and regulations; 18 Table of Contents • political unrest, such as the ongoing war between Israel and Hamas as well as the ongoing war between Russia and Ukraine, changes in law, terrorism, natural disasters, or public health issues like a pandemic, any of which can interrupt commerce; • potential violations of U.S. and foreign anti-corruption and anti-bribery laws by our employees, business partners or agents, despite our policies and procedures relating to compliance with these laws; • expropriation and nationalization; • difficulties in managing foreign operations effectively and efficiently from the U.S.; • difficulties in understanding and complying with local laws, regulations, and customs in foreign jurisdictions; • longer accounts receivable payment terms and difficulties in collecting foreign accounts receivables; • difficulties in enforcing contractual and intellectual property rights; • greater risk that our business partners do not comply with our policies and procedures relating to labor, health, and safety; • UFLPA detentions by U.S.
Continued or additional delays in shipping may cause us to have to use more expensive air freight or other more costly methods to ship our products.
Additional delays in shipping may cause us to have to use more expensive air freight or other more costly methods to ship our products.
While we do not currently expect that this law will directly affect our supply chain, since we do not believe that our suppliers source materials from such area of China for the products they sell to us or use to manufacture our products, other companies’ attempts to shift suppliers in response to this law or other policy developments could result in, among other things, shortages, delays, and/or price increases that could disrupt our own supply chain or cause our suppliers to renegotiate existing arrangements with us or fail to perform on such obligations.
While this law has not directly affected, nor do we currently expect that this law will directly affect, our supply chain, since we do not believe that our suppliers source materials from such area of China for the products they sell to us or use to manufacture our products, other companies’ attempts to shift suppliers in response to this law or other policy developments could result in, among other things, shortages, delays, and/or price increases that could disrupt our own supply chain or cause our suppliers to renegotiate existing arrangements with us or fail to perform on such obligations.
See the risk factor under “ Supply chain disruptions could interrupt product manufacturing and global logistics and increase product costs” and “Our operations are dependent on the global supply chain and impacts of supply chain constraints and inflationary pressure could adversely impact our operating results.” Foreign manufacturing is subject to additional risks, including transportation delays and interruptions, including those caused by the COVID-19 pandemic, work stoppages, political instability, including the ongoing war between Israel and Hamas, the ongoing war between Russia and Ukraine, expropriation, nationalization, foreign currency fluctuations, changing economic conditions, cost inflation, changes in governmental policies or laws, and the imposition of tariffs, import and export controls, and other barriers.
See the risk factor under “ Supply chain disruptions could interrupt product manufacturing and global logistics and increase product costs” and “Our operations are dependent on the global supply chain and impacts of supply chain constraints and inflationary pressure could adversely impact our operating results.” Foreign manufacturing is subject to additional risks, including transportation delays and interruptions, including those caused by pandemics, work stoppages, political instability, including the ongoing war between Israel and Hamas, the ongoing war between Russia and Ukraine, expropriation, nationalization, foreign currency fluctuations, changing economic conditions, cost inflation, changes in governmental policies or laws, and the imposition of tariffs, import and export controls, and other barriers.
These restrictions could limit our ability to obtain future financing, incur or guarantee additional debt, incur certain liens, enter into transactions with affiliates, transfer or sell certain assets, make acquisitions or needed capital expenditures, withstand the current or future downturns in our business, or the economy in general, conduct operations or otherwise take advantage of business opportunities that may arise, any of which could place us at a competitive disadvantage relative to our competitors.
These restrictions could limit our ability to obtain future financing, incur or guarantee additional 26 Table of Contents debt, incur certain liens, enter into transactions with affiliates, transfer or sell certain assets, make acquisitions or needed capital expenditures, withstand the current or future downturns in our business, or the economy in general, conduct operations or otherwise take advantage of business opportunities that may arise, any of which could place us at a competitive disadvantage relative to our competitors.
Other effects of these changes, including impacts on the price of raw materials, responsive or retaliatory actions from governments, such as retaliatory tariffs on imports into China and Mexico from the U.S. and the opportunity for competitors not subject to such changes to establish a presence in markets where we participate, could also have significant impacts on our results of operations, though whether any of the foregoing actions will be taken remains unclear.
Other effects of these changes, including impacts on the price of raw materials, responsive or retaliatory actions from governments, such as retaliatory tariffs on imports into these countries from the U.S. and the opportunity for competitors not subject to such changes to establish a presence in markets where we participate, could also have significant impacts on our results of operations, though whether any of the foregoing actions will be taken remains unclear.
Issues in implementing or integrating new business operations, such as HEYDUDE, and new systems with our current operations, failure of these systems to operate effectively, problems with transitioning to upgraded or replacement systems, issues with transitioning to or operating our new distribution centers, cost overruns, or a breach in security of these systems could cause delays in product fulfillment and reduced efficiency of our operations, require significant additional capital investments to remediate, and may have an adverse effect on our business and financial results.
Issues in implementing or integrating new business operations, such as HEYDUDE, and new systems with our current operations, failure of these systems to operate effectively, problems with transitioning to upgraded or replacement systems, issues with transitioning to or operating our new distribution centers, cost overruns, or a 23 Table of Contents breach in security of these systems could cause delays in product fulfillment and reduced efficiency of our operations, require significant additional capital investments to remediate, and may have an adverse effect on our business and financial results.
For a detailed discussion of our current material legal proceedings, see Note 18 — Legal Proceedings in the accompanying notes to the consolidated financial statements included in Part II - Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K.
For a detailed discussion of our current material legal proceedings, see Note 17 — Legal Proceedings in the accompanying notes to the consolidated financial statements included in Part II - Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K.
If any of our distribution centers were to close or become inoperable or inaccessible for any reason, including, but not limited to, natural disasters, severe weather, labor shortages, fires, system failures, and/or pandemics, or if we fail to successfully consolidate existing facilities or transition to new facilities, we could experience a substantial loss of inventory, disruption of deliveries to our customers and our retail stores, increased costs, and longer lead times associated with the distribution of our products during the period that would be required to reopen or replace the facility.
If any of our distribution centers were to close or become inoperable or inaccessible for any reason, including, but not limited to, natural disasters, severe weather, labor shortages, fires, system failures, software viruses, security breaches, and/or pandemics, or if we fail to successfully consolidate existing facilities or transition to new facilities, we could experience a substantial loss of inventory, disruption of deliveries to our customers and our retail stores, increased costs, and longer lead times associated with the distribution of our products during the period that would be required to reopen or replace the facility.
Our operations have been, and may continue to be, impacted by supply chain constraints and raw material shortages, resulting in increased material costs, longer lead times, port congestion, and increased freight costs, the uncertain economic environment, and macroeconomic trends.
Our operations have been in the past, and may continue to be, impacted by supply chain constraints and raw material shortages, resulting in increased material costs, longer lead times, port congestion, and increased freight costs, the uncertain economic environment, tariffs, and macroeconomic trends.
Similarly, the time and resources that management will need to devote to operations and upgrades, any delays due to the installation of any upgrade (and customer issues therewith), any resulting service outages, or the impact on the reliability of our data from any upgrade or any legacy system, may have a material adverse effect on our business, financial condition, control environment or results of operations.
Similarly, the time and resources that management will need to devote to operations and upgrades, any delays due to the installation of any upgrade (and customer issues therewith), any resulting service outages, or the impact on the reliability of our data from any upgrade or any legacy system, may have a material adverse effect on our business, financial 20 Table of Contents condition, control environment or results of operations.
See the risk factor under “ Risks Related to International Operations — We conduct significant business activity outside the U.S., which exposes us to risks of international commerce. ” 16 Table of Contents We depend on a number of suppliers for key production materials, and any disruption in the supply of such materials could interrupt product manufacturing and increase product costs.
See the risk factor under “ Risks Related to International Operations — We conduct significant business activity outside the U.S., which exposes us to risks of international commerce. ” We depend on a number of suppliers for key production materials, and any disruption in the supply of such materials could interrupt product manufacturing and increase product costs.
We may be able to incur substantial additional indebtedness in the future. Although certain of the agreements governing our existing indebtedness contain restrictions on the incurrence of additional indebtedness and entering into certain types of other 26 Table of Contents transactions, these restrictions are subject to a number of qualifications and exceptions, including compliance with various financial conditions.
We may be able to incur substantial additional indebtedness in the future. Although certain of the agreements governing our existing indebtedness contain restrictions on the incurrence of additional indebtedness and entering into certain types of other transactions, these restrictions are subject to a number of qualifications and exceptions, including compliance with various financial conditions.
Any of these factors could have an adverse effect on our business, financial condition, and results of operations and our ability to meet our debt payment obligations. Despite our current level of indebtedness, we may be able to incur substantially more debt, which could increase the risks to our financial condition described above.
Any of these factors could have an adverse effect on our business, financial condition, and results of operations and our ability to meet our debt payment obligations. 27 Table of Contents Despite our current level of indebtedness, we may be able to incur substantially more debt, which could increase the risks to our financial condition described above.
If we, our vendors, or our third-party partners experience an actual or perceived breach of privacy or security incident because of the use of generative artificial intelligence, we may lose valuable intellectual property and confidential information and our reputation and the public perception of the effectiveness of our security measures could be harmed.
If we, 21 Table of Contents our vendors, or our third-party partners experience an actual or perceived breach of privacy or security incident because of the use of generative artificial intelligence, we may lose valuable intellectual property and confidential information and our reputation and the public perception of the effectiveness of our security measures could be harmed.
The terms of any future indebtedness we may incur could include more restrictive covenants. We cannot assure you that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers 25 Table of Contents from the lenders and/or amend the covenants.
The terms of any future indebtedness we may incur could include more restrictive covenants. We cannot assure you that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the lenders and/or amend the covenants.
We generally consider unremitted earnings of subsidiaries operating outside the U.S. to be indefinitely reinvested, and it is not our current intent to change this position. Cash held outside of the U.S. is primarily used for the ongoing operations of the business 27 Table of Contents in the locations in which the cash is held.
We generally consider unremitted earnings of subsidiaries operating outside the U.S. to be indefinitely reinvested, and it is not our current intent to change this position. Cash held outside of the U.S. is primarily used for the ongoing operations of the business in the locations in which the cash is held.
We have experienced, and will continue to experience, changes in exchange rates, impacting both our statements of income and the value of our assets and liabilities denominated in foreign currencies.
We have experienced, and will continue to experience, changes in exchange rates, impacting both our statements of operations and the value of our assets and liabilities denominated in foreign currencies.
The effects of climate change, natural disasters such as earthquakes, hurricanes, tsunamis, or other adverse weather and climate conditions, and public health issues like the COVID-19 pandemic, whether occurring in the U.S. or abroad, may disrupt our operations or the operations of our vendors, other suppliers, or customers.
The effects of climate change, natural disasters such as earthquakes, hurricanes, tsunamis, or other adverse weather and climate conditions, and public health issues like a pandemic, whether occurring in the U.S. or abroad, may disrupt our operations or the operations of our vendors, other suppliers, or customers.
We had borrowings outstanding of $190.0 million under the Revolving Facility, with total borrowing capacity of approximately $809.4 million thereunder (including $0.6 million of letters of credit outstanding as of such date). Financial and Accounting Risks We may be required to record impairments of long-lived assets or incur other charges relating to our company-operated retail operations.
We had borrowings outstanding of $62.0 million under the Revolving Facility, with total borrowing capacity of approximately $937.4 million thereunder (including $0.6 million of letters of credit outstanding as of such date). Financial and Accounting Risks We may be required to record impairments of long-lived assets or incur other charges relating to our company-operated retail operations.
Any substantial decrease in tourism, resulting from an economic slowdown, political, terrorism, social, or military events, natural disasters, public health issues like the COVID-19 pandemic, or otherwise, is likely to adversely affect sales in our stores. Our financial results may be adversely affected if substantial investments in businesses and operations fail to produce expected returns.
Any substantial decrease in tourism, resulting from an economic slowdown, political, terrorism, social, or military events, natural disasters, public health issues like a pandemic, or otherwise, is likely to adversely affect sales in our stores. Our financial results may be adversely affected if substantial investments in businesses and operations fail to produce expected returns.
The laws of some countries, for example, China, do not protect intellectual property rights to the same extent as do U.S. laws. We frequently discover products that are counterfeit reproductions of our products or that otherwise infringe on our intellectual property rights.
The laws of some countries, for example, China, 10 Table of Contents do not protect intellectual property rights to the same extent as do U.S. laws. We frequently discover products that are counterfeit reproductions of our products or that otherwise infringe on our intellectual property rights.
In addition, because our footwear products are manufactured outside the U.S., the possibility of adverse changes in trade or political relations between the U.S. and other countries, political instability, changes in legislation and policies, increases in labor costs, changes in international trade agreements and tariffs, adverse weather conditions, or public health issues, such as the COVID-19 pandemic, could significantly interfere with the production and shipment of our products, which would have a material adverse effect on our operations and financial results.
In addition, because our footwear products are manufactured outside the U.S., the possibility of adverse changes in trade or political relations between the U.S. and other countries, political instability, changes in legislation and policies, increases in labor costs, changes in international trade agreements and tariffs, adverse weather conditions, or public health issues could significantly interfere with the production and shipment of our products, which would have a material adverse effect on our operations and financial results.
If our brands are associated with inferior counterfeit reproductions, the integrity and reputation of our brands could be adversely affected. Furthermore, our efforts to enforce our intellectual property rights are typically met with defenses and counterclaims 10 Table of Contents attacking the validity and enforceability of our intellectual property rights.
If our brands are associated with inferior counterfeit reproductions, the integrity and reputation of our brands could be adversely affected. Furthermore, our efforts to enforce our intellectual property rights are typically met with defenses and counterclaims attacking the validity and enforceability of our intellectual property rights.
We, similar to many other companies with overseas operations, import and sell products in other countries that could be impacted by changes to the trade policies of the U.S. and foreign countries (including governmental action related to tariffs, international trade agreements, trade restrictions, or economic sanctions).
We, similar to many other companies with overseas operations, source, import, and sell products in other countries that have been impacted, and could continue to be impacted, by changes to the trade policies of the U.S. and foreign countries (including governmental action related to tariffs, international trade agreements, trade restrictions, or economic sanctions).
We are regularly subject to, and are currently undergoing, audits by tax authorities in the U.S. and foreign jurisdictions for prior tax years. Please refer to Note 14 — Income Taxes and Note 16 — Commitments and Contingencies in the accompanying notes to the consolidated financial statements included in Part II - Item 8.
We are regularly subject to, and are currently undergoing, audits by tax authorities in the U.S. and foreign jurisdictions for prior tax years. Please refer to Note 13 — Income Taxes and Note 15 — Commitments and Contingencies in the accompanying notes to the consolidated financial statements included in Part II - Item 8.
Furthermore, due to the relative concentration of our third-party manufacturers, we may be subject to an increased risk of supply chain disruption, particularly in the event of a natural disaster, pandemic, such as the COVID-19 pandemic, epidemic, geopolitical tension, or other event impacting the region outside of our control.
Furthermore, due to the relative concentration of our third-party manufacturers, we may be subject to an increased risk of supply chain disruption, particularly in the event of a natural disaster, pandemic, epidemic, geopolitical tension, or other event impacting the region outside of our control.
This regulatory environment is 21 Table of Contents increasingly challenging and may present material obligations and risks to our business, including significantly expanded compliance burdens, costs and enforcement risks. Artificial intelligence presents risks and challenges that can impact our business including by posing security risks to our confidential information, proprietary information, and personal data.
This regulatory environment is increasingly challenging and may present material obligations and risks to our business, including significantly expanded compliance burdens, costs and enforcement risks. Artificial intelligence presents risks and challenges that can impact our business including by posing security risks to our confidential information, proprietary information, and personal data.
We may have to pay substantially higher prices in the future for the elastomer resins or any substitute materials we use, which would increase our production costs and could have an adverse impact on our product margins.
We may have to pay substantially higher prices in the future for the elastomer resins or any substitute materials we use, which would 16 Table of Contents increase our production costs and could have an adverse impact on our product margins.
While we derived immaterial revenues from markets in and around these conflict zones in 2024, the instability resulting from these wars could cause an adverse effect on our business, financial 12 Table of Contents condition, results of operations, supply chain, intellectual property, partners, customers, or employees should tensions escalate.
While we derived immaterial revenues from markets in and around these conflict zones in 2025, the instability resulting from these wars could cause an adverse effect on our business, financial condition, results of operations, supply chain, intellectual property, partners, customers, or employees should tensions escalate.
The use of indebtedness to finance the Acquisition reduced our liquidity and has caused, and could continue to cause, us to place more reliance on cash generated from operations to pay principal and interest on our debt, thereby reducing the availability of our cash flow for working capital and capital expenditure needs or to pursue other potential strategic plans.
Our indebtedness has, among other things, reduced our liquidity and has caused, and could continue to cause, us to place more reliance on cash generated from operations to pay principal and interest on our debt, thereby reducing the availability of our cash flow for working capital and capital expenditure needs or to pursue other potential strategic plans.
See the risk under “— Our ability to realize the benefits from the Acquisition is substantially dependent on our ability to continue to grow HEYDUDE.” Successfully executing our long-term growth and profitability strategy will depend on many factors, including our ability to • strengthen and maintain our brands; • focus on relevant geographies and markets, product innovation, and profitable growth, while maintaining demand for our current offerings; • effectively manage our company-operated retail stores to meet operational and financial targets at the retail store level; • accurately forecast the global demand for our products, consolidate our distribution and supply chain network to leverage resources, simplify our fulfillment process, and deliver product around the globe efficiently; • use and protect the Crocs and HEYDUDE brands and our other intellectual property in new and existing markets and territories; • achieve and maintain a strong competitive position in new and existing markets; • attract and retain qualified wholesalers and distributors, including partner store operators; • maintain and enhance our digital marketing capabilities and digital commerce capabilities; and • execute multi-channel advertising, marketing, collaboration, and social media campaigns to effectively communicate our message directly to our consumers and employees.
Successfully executing our long-term growth and profitability strategy will depend on many factors, including our ability to • strengthen and maintain our brands; • focus on relevant geographies and markets, product innovation, and profitable growth, while maintaining demand for our current offerings; • effectively manage our company-operated retail stores to meet operational and financial targets at the retail store level; • accurately forecast the global demand for our products, consolidate our distribution and supply chain network to leverage resources, simplify our fulfillment process, and deliver product around the globe efficiently; • use and protect the Crocs and HEYDUDE brands and our other intellectual property in new and existing markets and territories; • achieve and maintain a strong competitive position in new and existing markets; • attract and retain qualified wholesalers and distributors, including partner store operators; • maintain and enhance our digital marketing capabilities and digital commerce capabilities; and • execute multi-channel advertising, marketing, collaboration, and social media campaigns to effectively communicate our message directly to our consumers and employees.
In addition, we use information systems for certain 20 Table of Contents human resource activities and to process our employee benefits, as well as to process financial information for internal and external reporting purposes and to comply with various reporting, legal, and tax requirements.
In addition, we use information systems for certain human resource activities and to process our employee benefits, as well as to process financial information for internal and external reporting purposes and to comply with various reporting, legal, and tax requirements.
These tax laws and regulations could adversely impact our financial position and results of operations beyond 2025.
These tax laws and regulations could adversely impact our financial position and results of operations beyond 2026.
Such changes have the potential to adversely impact our industry and the global demand for our products, and as a result, could have a material adverse effect on our business, financial condition, and results of operations.
Such changes, which are out of our control, have the potential to adversely impact our industry and the global demand for our products, and as a result, could have a material adverse effect on our business, financial condition, and results of operations.
Pandemics, including the COVID-19 pandemic, epidemics, and other public health emergencies have, among other things, caused global macroeconomic uncertainty, disrupted consumer spending and supply chains, contributed to various global shipping delays and port congestions, and created significant volatility and disruption of financial markets.
Pandemics, epidemics, and other public health emergencies have, among other things, caused global macroeconomic uncertainty, disrupted consumer spending and supply chains, contributed to various global shipping delays and port congestions, and created significant volatility and disruption of financial markets.
If our online e-commerce sites, or those of our customers, do not function effectively, our business and financial results could be materially adversely affected. An increasing amount of our products are sold on our e-commerce sites and third-party e-commerce sites.
If our online e-commerce sites, or those of our customers, or third-party digital marketplaces on which we operate, do not function effectively, our business and financial results could be materially adversely affected. An increasing amount of our products are sold on our e-commerce sites and third-party e-commerce sites.
Our largest third-party manufacturer for the Crocs Brand, with the majority of operations in Vietnam, produced approximately 50%, 47%, and 42% of our production during the years ended December 31, 2024, 2023, and 2022, respectively, and our second largest third-party manufacturer for the Crocs Brand, primarily operating in both Vietnam and China, produced approximately 25%, 26%, and 27% of our production during the years ended December 31, 2024, 2023, and 2022, respectively.
Our largest third-party manufacturer for the Crocs Brand, with the majority of operations in Vietnam, produced approximately 45%, 50%, and 47% of our production during the years ended December 31, 2025, 2024, and 2023, respectively, and our second largest third-party manufacturer for the Crocs Brand, primarily operating in both Vietnam and China, produced approximately 28%, 25%, and 26% of our production during the years ended December 31, 2025, 2024, and 2023, respectively.
In addition, disruption at the facilities of our third-party manufacturing partners as a result of COVID-19 or otherwise, including through the effects of facility closures, reductions in operating hours and labor shortages had an adverse effect on our supply chain in 2021 and 2022 and may have a material adverse effect in the future.
In addition, disruption at the facilities of our third-party manufacturing partners as a result of a pandemic or otherwise, including through the effects of facility closures, reductions in operating hours and labor shortages has had an adverse effect on our supply chain in the past and may have a material adverse effect in the future.
During the years ended December 31, 2024, 2023, and 2022, approximately 51%, 56%, and 53%, respectively, of our Crocs Brand production was in Vietnam.
During the years ended December 31, 2025, 2024, and 2023, approximately 45%, 51%, and 56%, respectively, of our Crocs Brand production was in Vietnam.
If we are unable to compete successfully in the future, our sales and profits may decline, we may lose market share, our business and financial results may deteriorate, and the market price of our common stock would likely fall. Introducing new products may be difficult and expensive.
If we are unable to compete successfully in the future, our sales and profits may decline, we may lose market share, our business and financial results may deteriorate, and the market price of our common stock would likely fall.
Consumers are also increasingly using mobile-based applications to engage with us and our competitors through digital experiences that are offered on mobile platforms, and we are increasingly using social media to interact with our consumers as a means to enhance their shopping experience.
Consumers are also increasingly using mobile-based applications and third-party digital marketplaces to engage with us and our competitors through digital experiences that are offered on mobile platforms, and we are increasingly using social media and other mobile applications to interact with our consumers as a means to market and sell our products to consumers and enhance their shopping experience.
In addition, changes in our customer, channel, and geographic sales mix could have a negative impact on our profitability. Any of these outcomes could have a material adverse effect on our business, financial condition, and results of operations.
In addition, changes in our customer, channel, and geographic sales mix could have a negative impact on our profitability. Any of these outcomes could have a material adverse effect on our business, financial condition, and results of operations. Introducing new products may be difficult and expensive.
Accordingly, our success depends, in part, on our ability to identify reputable third-party manufacturers who can fulfill our orders timely and to our requirements, as well as the timely importation, customs clearance, and shipment of products to and from our various distribution centers.
Accordingly, our success depends, in part, on our ability to identify reputable third-party manufacturers who can fulfill our orders timely and to our requirements, as well as the timely importation, customs clearance, and shipment of products to and from our various distribution centers. We also compete with other companies for the production capacity of our third-party manufacturers.
In August 2022, the U.S. government enacted the Inflation Reduction Act of 2022, which included among other provisions, a 15% minimum tax on “adjusted financial statement income” and became effective for us beginning January 1, 2023.
In August 2022, the U.S. government enacted the Inflation Reduction Act of 2022, which included among other provisions, a 15% minimum tax on “adjusted financial statement income” and became effective for us beginning January 1, 2023. In July 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law in the U.S.
Our indebtedness, including the incurrence by us of substantial indebtedness in connection with the financing of the Acquisition, could adversely affect our business, financial condition, and results of operations, as well as the ability to meet payment obligations under our Revolving Credit Agreement, the Term Loan B Credit Agreement, and the Notes (as defined below).
Our substantial indebtedness could adversely affect our business, financial condition, and results of operations, as well as the ability to meet payment obligations under our Revolving Credit Agreement, the Term Loan B Credit Agreement, and the Notes (as defined below).
In addition, actions taken by celebrity endorsers and collaborators associated with our products that harm the public image and reputations of those endorsers and collaborators could also seriously harm the image of our brands with consumers and, as a result, could have an adverse effect on our sales and financial condition.
In addition, actions taken, allegations of wrongdoing, or statements made by celebrity endorsers and collaborators associated with our products that harm the public image and reputations of those endorsers and collaborators, or our decisions to cease collaborating with them in light of actions taken, allegations of wrongdoing, or statements made by them, could also seriously harm the image of our brands with consumers and, as a result, could have an adverse effect on our sales and financial condition.
As of December 31, 2024, we had approximately $1,349.3 million in total indebtedness outstanding (net of $40.7 million of unamortized issuance costs related to the Term Loan B Facility and issuance of the Notes), including $500.0 million outstanding on the Term Loan B Facility.
As of December 31, 2025, we had $1,230.9 million in total indebtedness outstanding (net of $31.1 million of unamortized issuance costs related to the Term Loan B Facility and issuance of the Notes), including $500.0 million outstanding on the Term Loan B Facility.
As of December 31, 2024, we had $1,349.3 million in total indebtedness outstanding (net of $40.7 million of unamortized issuance costs related to the Term Loan B Facility and issuance of the Notes).
As of December 31, 2025, we had $1,230.9 million in total indebtedness outstanding (net of $31.1 million of unamortized issuance costs related to the Term Loan B Facility and issuance of the Notes).
During the years ended December 31, 2024 and 2023, approximately 58% and 83%, respectively, of our HEYDUDE Brand production was in China. During the Partial Period, the majority of production was in China for the HEYDUDE Brand. We cannot guarantee that any third-party manufacturer will have sufficient production capacity, meet our production deadlines, or meet our quality standards.
During the years ended December 31, 2025, 2024, and 2023, approximately 44%, 20%, and 5%, respectively, of our HEYDUDE Brand production was in Vietnam. Prior to 2025, the majority of our HEYDUDE Brand production was in China. We cannot guarantee that any third-party manufacturer will have sufficient production capacity, meet our production deadlines, or meet our quality standards.
During the year ended December 31, 2022, our third-party manufacturers, distribution centers, where we manage our inventory, and our third-party partners experienced disruptions that impacted our supply chain and increased global lead-time for our products, including port congestion, temporary closures, and worker shortages.
Furthermore, at times in the past,, our third-party manufacturers, distribution centers, where we manage our inventory, and our third-party partners experienced disruptions that impacted our supply chain and increased global lead-time for our products, including port congestion, temporary closures, and worker shortages.
See the risk factors under “ Risks Related to Our Supply Chain — Supply chain disruptions could interrupt product manufacturing and global logistics and increase product costs ,” “ Risks Related to Our Supply Chain — Our operations are dependent on the global supply chain and impacts of supply chain constraints and inflationary pressure could adversely impact our operating results ,” and “ Risks Related to Our Supply Chain — We depend solely on third-party manufacturers located outside of the U.S. ” Our business relies significantly on the use of information technology.
See the risk factors under “ Risks Related to Our Supply Chain — Supply chain disruptions could interrupt product manufacturing and global logistics and increase product costs ,” “ Risks Related to Our Supply Chain — Our operations are dependent on the global supply chain and impacts of supply chain constraints and inflationary pressure could adversely impact our operating results ,” and “ Risks Related to Our Supply Chain — We depend solely on third-party manufacturers located outside of the U.S. ” We are subject to periodic litigation, which could result in unexpected expenditures of time and resources.
In addition, HEYDUDE’s product sales may not meet our expectations. Moreover, HEYDUDE depends on a limited number of third-party manufacturers that are concentrated in China to produce its products.
In addition, HEYDUDE’s product sales may not meet our expectations or those of third parties such as investors, analysts and/or other stakeholders. Moreover, HEYDUDE depends on a limited number of third-party manufacturers that are concentrated in Vietnam and China to produce its products.
Our e-commerce business may be particularly vulnerable to cyber threats including unauthorized access and denial of service attacks. Sales in our e-commerce channel may also divert sales from our retail and wholesale channels. Our financial success depends in part on the strength of our relationships with, and the success of, our wholesale and distributor customers.
Our e-commerce business may be particularly vulnerable to cyber threats including unauthorized access and denial of service attacks. Sales in our e-commerce channel may also divert sales from our retail and wholesale channels.
Declines in revenue and operating performance of our company-operated retail stores could cause us to record impairment charges and have a material adverse effect on our business and financial results.
Declines in revenue and operating performance of our company-operated retail stores could cause us to record impairment charges and have a material adverse effect on our business and financial results. During 2025, we opened 88 and closed 16 retail stores, and we operated 514 retail stores at December 31, 2025.
Our financial success is sensitive to changes in general economic conditions, both globally and in specific markets, that may adversely affect the demand for our products including recessionary economic cycles, higher interest rates, higher fuel and other energy costs, increased labor costs, declines in asset values, inflation, increases in commodity prices, higher levels of unemployment, higher consumer debt levels, higher tax rates and other changes in tax laws, public health issues like the COVID-19 pandemic, or other economic factors, certain of which effects, including cost inflation, we experienced in 2023 and 2024 and currently expect to continue to experience in 2025. 11 Table of Contents Global inflation, elevated interest rates, global industry-wide logistics challenges, and foreign currency fluctuations resulting in a stronger U.S.
Our financial success is sensitive to changes in general economic conditions, both globally and in specific markets, that may adversely affect the demand for our products including recessionary economic cycles, higher interest rates, higher tariffs, higher fuel and other energy costs, increased labor costs, declines in asset values, inflation, increases in commodity prices, higher levels of unemployment, higher consumer debt levels, higher tax rates and other changes in tax laws, public health issues such as a pandemic, or other economic factors, certain of which effects, including cost inflation, we have experienced since 2023 and currently expect to continue to experience in 2026.
See also the risk factor under “Risks Specific to Our Company and Strategy — Our ability to realize the benefits from the Acquisition is substantially dependent on our ability to continue to grow HEYDUDE.” Failure to adequately protect our trademarks and other intellectual property rights and counterfeiting of our brands could divert sales, damage our brands’ image, and adversely affect our business.
See also the risk factor under “Risks Specific to Our Company and Strategy — Our future growth may be dependent in part on HEYDUDE.” Failure to adequately protect our trademarks and other intellectual property rights and counterfeiting of our brands could divert sales, damage our brands’ image, and adversely affect our business.
While we enter into foreign currency exchange forward contracts to reduce our exposure to changes in exchange rates on monetary assets and liabilities, the volatility of foreign currency exchange rates is dependent on many factors that cannot be forecasted with reliable accuracy and, as a result, our forward contracts may not prove effective in reducing our exposures. 17 Table of Contents Government actions and regulations, such as export restrictions, tariffs, and other trade protection measures could adversely affect our business.
While we enter into foreign currency exchange forward contracts to reduce our exposure to changes in exchange rates on monetary assets and liabilities, the volatility of foreign currency exchange rates is dependent on many factors that cannot be forecasted with reliable accuracy and, as a result, our forward contracts may not prove effective in reducing our exposures.
The risks of maintaining significant cash abroad could adversely affect our cash flows in the U.S., our business, and financial results. We have substantial cash requirements in the U.S., but a significant portion of our cash is generated and held abroad.
This could lead to results outside of analyst and investor expectations, which could increase volatility of our stock price. The risks of maintaining significant cash abroad could adversely affect our cash flows in the U.S., our business, and financial results. We have substantial cash requirements in the U.S., but a significant portion of our cash is generated and held abroad.
Our distribution centers generally utilize computer-controlled and automated equipment, which are subject to various risks, including software viruses, security breaches, power interruptions, or other system failures.
Our ability to meet our needs and the needs of our customers depends, in part, on the operation of these distribution centers. Our distribution centers generally utilize computer-controlled and automated equipment, which are subject to various risks, including software viruses, security breaches, power interruptions, or other system failures.
In addition, we rely on a number of company-operated and third-party operated distribution facilities around the world to warehouse and ship products to our customers and to our retail stores and perform other related logistics services. Our ability to meet our needs and the needs of our customers depends, in part, on the operation of these distribution centers.
Furthermore, none of the third-party manufacturers we use produce our products exclusively. In addition, we rely on a number of company-operated and third-party operated distribution facilities around the world to warehouse and ship products to our customers and to our retail stores and perform other related logistics services.
During 2024, we opened 90 and closed 11 retail stores, and we operated 442 retail stores at December 31, 2024. 22 Table of Contents Many of our company-operated retail stores are located in shopping malls and outlet malls, and our success depends in part on obtaining prominent locations and the overall ability of the malls to successfully generate and maintain customer traffic.
Many of our company-operated retail stores are located in shopping malls and outlet malls, and our success depends in part on obtaining prominent locations and the overall ability of the malls to successfully generate and maintain customer traffic.
If we overestimate demand for our products, we may be forced to liquidate excess inventories at discounted prices resulting in losses or lower gross margins. 15 Table of Contents Conversely, if we underestimate consumer demand, we could have inventory shortages, which can result in lower sales, delays in shipments to customers, and expedited shipping costs, and adversely affect our relationships with our customers and diminish brand loyalty.
Conversely, if we underestimate consumer demand, we could have inventory shortages, which can result in lower sales, delays in shipments to customers, and expedited shipping costs, and adversely affect our relationships with our customers and diminish 15 Table of Contents brand loyalty.
In addition, manufacturing delays or unexpected demand for our products may require us to use faster, more expensive transportation methods, such as aircraft, which could adversely affect our profit margins.
In addition, manufacturing delays or unexpected demand for our products have required us, and may require us again in the future, to use faster, more expensive transportation methods, such as aircraft, which could adversely affect our profit margins. Furthermore, the cost of fuel is a significant component in transportation costs.
These parties and regulators may also hold divergent opinions on these issues as well as conflicting expectations regarding our culture, values, goals and business, which may affect how we are regulated or perceived.
These parties and regulators may also hold divergent opinions on these issues as well as conflicting expectations regarding our culture, values, goals and business, which may affect how we are regulated or perceived. We are increasingly subject to scrutiny from institutional investors, advocacy organizations, and other stakeholders regarding our CRS policies, disclosures, and performance.
Risks Related to the Economy Changes in global economic conditions, including, but not limited to, those driven by inflation, may adversely affect consumer spending and the financial health of our customers and others with whom we do business, which may adversely affect our financial condition, results of operations, and cash resources.
If we fail to introduce technical innovation in our products, consumer demand for our products could decline, and if we experience problems with the quality of our products, we may incur substantial expense to remedy the problems. 11 Table of Contents Risks Related to the Economy Changes in global economic conditions, including, but not limited to, those driven by tariffs and/or inflation, may adversely affect consumer spending and the financial health of our customers and others with whom we do business, which may adversely affect our financial condition, results of operations, and cash resources.
Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 5 — Goodwill and Intangible Assets, Net in the accompanying notes to the consolidated financial statements included in Part II - Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K for more information.
Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 4 — Goodwill and Intangible Assets, Net in the accompanying notes to the consolidated financial statements included in Part II - Item 8.
The final resolution of such tax audits and any related litigation can differ from our historical provisions and accruals, resulting in an adverse effect on our financial performance. These and any other additional changes could adversely affect our effective tax rate or result in higher cash tax liabilities.
The final resolution of such tax audits and any related litigation can differ from our historical provisions and accruals, resulting in an adverse effect on our financial performance.
Furthermore, even if we are able to raise the prices of our products, consumers might react negatively to such price increases, which could have a material adverse effect on, among other things, our brands, reputation, and sales. In 2024, the Federal Reserve raised interest rates multiple times in response to concerns about inflation, though further interest rate changes remain uncertain.
Furthermore, even if we are able to raise the prices of our products, consumers might react negatively to such price increases, which could have a material adverse effect on, among other things, our brands, reputation, and sales.
If the equity and credit markets deteriorate, including as a result of political unrest or war, it may make any necessary debt or equity financing more difficult to obtain in a timely manner, on favorable terms, or more dilutive.
If the equity and credit markets deteriorate, including as a result of political unrest or war, it may make any necessary debt or equity financing more difficult to obtain in a timely manner, on favorable terms, or more dilutive. 12 Table of Contents Increased inflation rates have already, and may continue to, adversely affect us by increasing our costs, including labor and employee benefit costs.
Consumer demand for our products and the equity of our brands could also diminish significantly if we, among other things, fail to preserve the quality of our products, are perceived to act in an unethical or socially irresponsible manner, fail to comply with laws and regulations, or fail to deliver a consistently positive consumer experience in each of our markets.
See also the risk factor under “Financial and Accounting Risks — We may incur impairments of the carrying value of our goodwill and other intangible assets, which could have a material adverse effect on our business and financial results.” Consumer demand for our products and the equity of our brands could also diminish significantly if we, among other things, fail to preserve the quality of our products, are perceived to act in an unethical or socially irresponsible manner, fail to comply with laws and regulations, or fail to deliver a consistently positive consumer experience in each of our markets.
Although the ultimate scope and timing of any such actions is currently indeterminable, if implemented, they could have a material impact on our financial condition and results of operations.
Although the ultimate scope and timing of any such actions is currently indeterminable, if implemented, they could have a material impact on our financial condition and results of operations. The ultimate impact of these and any other tariffs will depend on various factors, including the extent and duration of the tariffs and how other countries respond to the U.S. tariffs.
Risks Specific to Our Company and Strategy We may be unable to successfully execute our long-term growth strategy, maintain or grow our current revenue and profit levels, or accurately forecast demand and supply for our products.
Bribery Act, there can be no assurance that our employees, business partners, or agents will not violate our policies. 19 Table of Contents Risks Specific to Our Company and Strategy We may be unable to successfully execute our long-term growth strategy, maintain or grow our current revenue and profit levels, or accurately forecast demand and supply for our products.
For example, in 2021, the UFPLA, which effectively prohibits imports of any goods made either wholly or in part in a certain area of China, was signed into law, which generally prohibits importing goods made with forced labor into the U.S., subject to certain exceptions.
Compliance with these and other foreign legal regimes may have a material adverse impact on our business and results of operations. For example, the UFPLA, which effectively prohibits imports of any goods made either wholly or in part in a certain area of China, generally prohibits importing goods made with forced labor into the U.S., subject to certain exceptions.
Although we have implemented policies and procedures designed to ensure compliance with these foreign and U.S. laws and regulations, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, there can be no assurance that our employees, business partners, or agents will not violate our policies.
Although we have implemented policies and procedures designed to ensure compliance with these foreign and U.S. laws and regulations, including the U.S. Foreign Corrupt Practices Act and the U.K.
Global climate change, including extreme weather conditions, natural disasters, public health issues, or other events outside of our control, as well as related regulations, could negatively impact our operating results and financial condition.
Any litigation could result in substantial costs and a diversion of management’s attention and resources that are needed to successfully run our business. 24 Table of Contents Global climate change, including extreme weather conditions, natural disasters, public health issues, or other events outside of our control, as well as related regulations, could negatively impact our operating results and financial condition.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe engagement includes having independent third parties perform compliance, technical, and maturity assessments, such as (1) attack surface assessment, (2) penetration testing assessment, and (3) cybersecurity maturity assessments. We also annually engage third parties and/or our internal audit department to assess our information security programs, whose findings are reported to the Audit Committee of the Board.
Biggest changeWe engage with third-party assessors, consultants, and auditors to test our cybersecurity maturity and to drive continuous monitoring and improvements. The engagement includes having independent third parties perform compliance, technical, and maturity assessments, such as (1) attack surface assessment, (2) penetration testing assessment, (3) cybersecurity maturity assessments, and (4) cybersecurity risk assessments.
A significant disruption to our operational technology or those of our business partners, a privacy law violation, or a data security breach could harm our reputation and/or our ability to effectively operate our business, and our financial results.” The Audit Committee of the Board is responsible for monitoring and overseeing risk management from cybersecurity threats.
A significant disruption to our operational technology or those of our business partners, a privacy law violation, or a data security breach could harm our reputation and/or our ability to effectively operate our business, and our financial results.” 30 Table of Contents The Audit Committee of the Board is responsible for monitoring and overseeing risk management from cybersecurity threats.
The Chief Information Officer (“CIO”), a member of the Executive Leadership Team, and the Chief Information Security Officer (“CISO”), who reports to the CIO, are responsible for assessing and managing cybersecurity risk, including the prevention, detection, mitigation, and remediation of cybersecurity incidents.
Our Executive Leadership Team is responsible for managing enterprise risk, which is inclusive of cybersecurity. The Chief Information Officer (“CIO”), a member of the Executive Leadership Team, and the Chief Information Security Officer (“CISO”), who reports to the CIO, are responsible for assessing and managing cybersecurity risk, including the prevention, detection, mitigation, and remediation of cybersecurity incidents.
On at least an annual basis, management presents to the Audit Committee on cybersecurity strategy and framework, roadmaps for continued program maturity, key risk areas and related actions, and any significant incidents that have occurred or are reasonably likely to occur.
On at least an annual basis, management presents to the Audit Committee on cybersecurity strategy and framework, roadmaps for continued program maturity, key risk areas and related actions, and any significant incidents that have occurred or are reasonably likely to occur. The entire Board is invited to attend this annual cybersecurity meeting of the Audit Committee.
We rely on our information technology (“IT”) systems and networks in connection with our business activities. Some of these networks and systems are managed by third-party service providers and are not under our direct control.
Assessment results in remediation planning that contributes to our information security programs, whose progress and status are reported to the Audit Committee of the Board. We rely on our information technology (“IT”) systems and networks in connection with our business activities. Some of these networks and systems are managed by third-party service providers and are not under our direct control.
We maintain a formal information security training program for all employees that includes training on matters such as security awareness, phishing, and email security best practices. Employees are also required to complete compulsory training on compliance and data privacy. We engage with third-party assessors, consultants, and auditors to test our cybersecurity maturity and to drive continuous monitoring and improvements.
We maintain a formal information security training program for all employees that includes training on matters such as security awareness, phishing, artificial intelligence usage guidelines, and email security best practices. Employees are also required to complete compulsory training on compliance and data privacy.
If our IT resources are compromised by an intentional attack and results in loss of trade secrets or other proprietary or competitively sensitive information; compromise personally identifiable information regarding customers or employees; delay our ability to deliver products to customers; jeopardize the security of our facilities; or cause other damage.
Despite the security measures we have implemented, certain cyber incidents could materially disrupt operational systems. Disruptions may include intentional attacks that results in loss of trade secrets or other proprietary or competitively sensitive information; compromise personally identifiable information regarding customers or employees; delay our ability to deliver products to customers; jeopardize the security of our facilities; or cause other damage.
We have implemented processes to manage the cybersecurity risks associated with our use of third-party service providers through our vendor risk management program and an application governance policy. Despite the security measures we have implemented, certain cyber incidents could materially disrupt operational systems.
We have implemented processes to manage the cybersecurity risks associated with our use of third-party service providers through our vendor risk management program, which includes vendor risk assessments and technology reviews based on our cybersecurity reference architecture. Our cybersecurity reference architecture is based on our Information Security Policy and covers best practices, including usage of artificial intelligence.
Removed
The entire Board is invited to attend this annual cybersecurity meeting of the Audit Committee. 29 Table of Contents Our Executive Leadership Team is responsible for managing enterprise risk, which is inclusive of cybersecurity.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAside from the principal properties listed above, we lease various other offices and distribution centers worldwide to meet our sales and operational needs. We also lease 442 retail locations worldwide as of December 31, 2024. See Item 1. Business of this Annual Report on Form 10-K for further discussion regarding global company-operated stores.
Biggest changeAside from the principal properties listed above, we lease various other offices and distribution centers worldwide to meet our sales and operational needs. We also lease 514 retail locations worldwide as of December 31, 2025. See Item 1. Business of this Annual Report on Form 10-K for further discussion regarding global company-operated stores. 31 Table of Contents
Location Reportable Operating Segment(s) Use Approximate Square Feet Dayton, Ohio Crocs Brand Distribution center 1,322,000 Las Vegas, Nevada HEYDUDE Brand Distribution center 1,044,000 Dordrecht, the Netherlands Crocs Brand, HEYDUDE Brand Distribution center 517,000 Broomfield, Colorado Crocs Brand, HEYDUDE Brand Regional office and Crocs Brand headquarters 190,000 Westwood, Massachusetts Crocs Brand, HEYDUDE Brand Regional office and HEYDUDE Brand headquarters 70,000 Hoofddorp, the Netherlands Crocs Brand, HEYDUDE Brand Regional office 47,000 Singapore Crocs Brand Regional office 24,000 We believe these properties, particularly our distribution centers and warehouses, along with various third-party distribution centers not included above, are adequate for our operations.
Location Reportable Operating Segment(s) Use Approximate Square Feet Dayton, Ohio Crocs Brand Distribution center 1,322,000 Las Vegas, Nevada HEYDUDE Brand Distribution center 1,044,000 Dordrecht, the Netherlands Crocs Brand, HEYDUDE Brand Distribution center 517,000 Broomfield, Colorado Crocs Brand, HEYDUDE Brand Regional office and Crocs Brand headquarters 190,000 Westwood, Massachusetts Crocs Brand, HEYDUDE Brand Regional office and HEYDUDE Brand headquarters 70,000 Hoofddorp, the Netherlands Crocs Brand, HEYDUDE Brand Regional office 47,000 Singapore Crocs Brand Regional office 28,000 We believe these properties, particularly our distribution centers and warehouses, along with various third-party distribution centers not included above, are adequate for our operations.
The terms of our leases include fixed monthly rents and/or contingent rents based on percentage of revenues for certain of our retail locations and expire at various dates through the year 2034. The general location, use, and approximate size of our principal properties, as well as the reportable operating segment that utilizes each property, are given below.
The terms of our leases include fixed monthly rents and/or contingent rents based on percentage of revenues for certain of our retail locations and expire at various dates through the year 2037. The general location, use, and approximate size of our principal properties, as well as the reportable operating segment that utilizes each property, are given below.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. Legal Proceedings A discussion of legal matters is found in Note 18 — Legal Proceedings in the accompanying notes to the consolidated financial statements included in Part II - Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K. ITEM 4. Mine Safety Disclosures Not applicable. 30 Table of Contents PART II
Biggest changeITEM 3. Legal Proceedings A discussion of legal matters is found in Note 17 — Legal Proceedings in the accompanying notes to the consolidated financial statements included in Part II - Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K. ITEM 4. Mine Safety Disclosures Not applicable. 32 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePurchases of Equity Securities by the Issuer 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) October 1-31, 2024 346,038 $ 132.29 346,038 $ 503,104,749 November 1-30, 2024 790,674 102.59 790,674 422,007,927 December 1-31, 2024 881,549 111.36 881,549 323,859,355 Total 2,018,261 $ 111.51 2,018,261 $ 323,859,355 (1) On April 23, 2021, the Board approved and authorized a program to repurchase up to $1.0 billion of our common stock.
Biggest changePurchases of Equity Securities by the Issuer 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) October 1–31, 2025 597,551 $ 82.57 597,551 $ 877,608,665 November 1–30, 2025 690,067 78.42 690,067 823,509,364 December 1–31, 2025 866,667 88.52 866,667 746,810,160 Three months ended December 31, 2025 2,154,285 83.63 2,154,285 746,810,160 (1) On February 10, 2025, the Board approved a $1.0 billion increase to our then-existing common stock repurchase authorization program.
Footwear Total Return Index. The graph assumes an investment of $100.00 on December 31, 2019 and assumes the reinvestment of all dividends and other distributions. The Dow Jones U.S. Footwear Total Return Index is a sector index and includes companies in the major line of business in which we compete.
Footwear Total Return Index. The graph assumes an investment of $100.00 on December 31, 2020, and assumes the reinvestment of all dividends and other distributions. The Dow Jones U.S. Footwear Total Return Index is a sector index and includes companies in the major line of business in which we compete.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is listed on the Nasdaq Global Select Market under the stock symbol “CROX.” Performance Graph The following performance graph illustrates a five-year comparison from December 31, 2019 through December 31, 2024 of cumulative total return of our common stock, the Nasdaq Composite Total Return Index, and the Dow Jones U.S.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is listed on the Nasdaq Global Select Market under the stock symbol “CROX.” Performance Graph The following performance graph illustrates a five-year comparison from December 31, 2020, through December 31, 2025, of cumulative total return of our common stock, the Nasdaq Composite Total Return Index, and the Dow Jones U.S.
Holders The approximate number of stockholders of record of our common stock was 37 as of February 6, 2025. 31 Table of Contents Dividends We have never declared or paid cash dividends on our common stock, and we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
Holders The approximate number of stockholders of record of our common stock was 36 as of February 5, 2026. 33 Table of Contents Dividends We have never declared or paid cash dividends on our common stock, and we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
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 6. [Reserved] 32 Table of Contents
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 6. [Reserved] 34 Table of Contents
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 the agreements governing our indebtedness, and other factors. Share repurchases may be made in the open market or in privately negotiated transactions.
As of December 31, 2025, approximately $746.8 million 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 the agreements governing our indebtedness, and other factors.
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Additionally, on September 23, 2021, the Board approved an increase of $1.0 billion to our share repurchase authorization. As of December 31, 2024, approximately $323.9 million remained available for repurchase under our share repurchase authorization.
Removed
On February 10, 2025, the Board approved a $1.0 billion increase to our share repurchase authorization, after which approximately $1.3 billion remained available for future common stock repurchases.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYear Ended December 31, $ Change % Change Favorable (Unfavorable) 2024 2023 2024-2023 2024-2023 (in thousands, except per share data, margin, and average selling price data) Revenues $ 4,102,108 $ 3,962,347 $ 139,761 3.5 % Cost of sales 1,691,850 1,752,337 60,487 3.5 % Gross profit 2,410,258 2,210,010 200,248 9.1 % Selling, general and administrative expenses 1,388,347 1,173,227 (215,120) (18.3) % Income from operations 1,021,911 1,036,783 (14,872) (1.4) % Foreign currency losses, net (6,777) (1,240) (5,537) (446.5) % Interest income 3,484 2,406 1,078 44.8 % Interest expense (109,264) (161,351) 52,087 32.3 % Other income (expense), net 1,231 (326) 1,557 477.6 % Income before income taxes 910,585 876,272 34,313 3.9 % Income tax expense (benefit) (39,486) 83,706 123,192 147.2 % Net income $ 950,071 $ 792,566 $ 157,505 19.9 % Net income per common share: Basic $ 16.00 $ 12.91 $ 3.09 23.9 % Diluted $ 15.88 $ 12.79 $ 3.09 24.2 % Gross margin (1) 58.8 % 55.8 % 300 bp 5.4 % Operating margin (1) 24.9 % 26.2 % (130) bp (5.0) % Selling, general and administrative expenses as a percentage of revenues (1) 33.8 % 29.6 % (420) bp (14.2) % Footwear unit sales: Crocs Brand 127,000 119,577 7,423 6.2 % HEYDUDE Brand 26,950 32,969 (6,019) (18.3) % Average footwear selling price - nominal basis (2) : Crocs Brand $ 25.52 $ 24.92 $ 0.60 2.4 % HEYDUDE Brand $ 30.54 $ 28.80 $ 1.74 6.0 % (1) Changes for gross margin, operating margin, and SG&A as a percentage of revenues are shown in basis points (“bp”).
Biggest changeYear Ended December 31, $ Change % Change Favorable (Unfavorable) 2025 2024 2025-2024 2025-2024 (in thousands, except per share data, margin, and average selling price data) Revenues $ 4,040,647 $ 4,102,108 $ (61,461) (1.5) % Cost of sales 1,683,592 1,691,850 8,258 0.5 % Gross profit 2,357,055 2,410,258 (53,203) (2.2) % Selling, general and administrative expenses 1,469,425 1,364,265 (105,160) (7.7) % Goodwill impairment 307,000 — (307,000) (100.0) % Asset impairments 431,115 24,082 (407,033) (1,690.2) % Income from operations 149,515 1,021,911 (872,396) (85.4) % Foreign currency gains (losses), net 9,843 (6,777) 16,620 245.2 % Interest income 1,844 3,484 (1,640) (47.1) % Interest expense (88,287) (109,264) 20,977 19.2 % Other income, net 63 1,231 (1,168) (94.9) % Income before income taxes 72,978 910,585 (837,607) (92.0) % Income tax expense (benefit) 154,176 (39,486) (193,662) (490.5) % Net income (loss) $ (81,198) $ 950,071 $ (1,031,269) (108.5) % Net income (loss) per common share: Basic $ (1.50) $ 16.00 $ (17.50) (109.4) % Diluted $ (1.50) $ 15.88 $ (17.38) (109.4) % Gross margin (1) 58.3 % 58.8 % (50) bp (0.9) % Operating margin (1) 3.7 % 24.9 % (2,120) bp (85.1) % Footwear unit sales: Crocs Brand 128,938 127,000 1,938 1.5 % HEYDUDE Brand 22,457 26,950 (4,493) (16.7) % Average footwear selling price - nominal basis (2) : Crocs Brand $ 25.40 $ 25.52 $ (0.12) (0.5) % HEYDUDE Brand $ 31.67 $ 30.54 $ 1.13 3.7 % (1) Changes for gross margin and operating margin are shown in basis points (“bp”).
In 2024, we received new information and remeasured the reserve for uncertain tax positions related to the 2020 and 2021 intellectual property rights transactions which resulted in the release of uncertain tax positions of $141.2 million along with a corresponding foreign income tax benefit.
In 2024, we received new information and remeasured the reserve for uncertain tax positions related to the 2020 and 2021 intellectual property rights transactions which resulted in the release of uncertain tax positions of $141.2 million along with a corresponding foreign income tax benefit.
In 2024, we received new information and remeasured the reserve for uncertain tax positions related to the 2020 and 2021 intellectual property rights transactions which resulted in the release of uncertain tax positions of $141.2 million along with a corresponding foreign income tax benefit.
In 2024, we received new information and remeasured the reserve for uncertain tax positions related to the 2020 and 2021 intellectual property rights transactions which resulted in the release of uncertain tax positions of $141.2 million along with a corresponding foreign income tax benefit.
Changes in the assumptions used to estimate the fair value of our goodwill and indefinite-lived intangible assets could result in impairment charges in future periods as the key assumptions are inherently uncertain, require significant judgment and are subject to change based on, among others, industry and geopolitical conditions, our ability to navigate changing macroeconomic conditions and trends as well as the timing and success of strategic initiatives.
Changes in the assumptions used to estimate the fair value of our goodwill and indefinite-lived intangible assets could result in additional impairment charges in future periods as the key assumptions are inherently uncertain, require significant judgment and are subject to change based on, among others, industry and geopolitical conditions, our ability to navigate changing macroeconomic conditions and trends as well as the timing and success of strategic initiatives.
Foreign deferred tax assets increased by $268.8 million and this benefit was offset by an increase in uncertain tax positions of $145.6 million. As such, a net change in deferred tax asset of $123.2 million was recognized along with a corresponding foreign income tax benefit.
Foreign deferred tax assets increased by $268.8 million and this benefit was offset by an increase in uncertain tax positions of $145.6 million. As such, a net change in deferred tax asset of $123.2 million was recognized along with a corresponding foreign income tax benefit in 2024.
In determining future cash flows, we take various factors into account, including the remaining useful life of each asset group, forecasted growth rates, pricing, working capital, capital expenditures, and other cash needs specific to the asset group.
In determining future cash flows, we take various factors into account, including the remaining useful life of each asset group, forecasted growth rates, EBITDA, pricing, working capital, capital expenditures, and other cash needs specific to the asset group.
The HEYDUDE Brand provides an innovative loafer concept that is differentiated through easy on and off, quality, and comfort. The broad appeal of our footwear has allowed us to market our products through a wide range of distribution channels. We currently sell our products in more than 80 countries, through two distribution channels: wholesale and direct-to-consumer.
The HEYDUDE Brand provides an innovative loafer concept that is differentiated through easy on and off, quality, and comfort. The broad appeal of our footwear has allowed us to market our products through a wide range of distribution channels. We currently sell our products in more than 85 countries, through two distribution channels: wholesale and direct-to-consumer.
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 December 31, 2024 without incurring additional U.S. federal income taxes.
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 December 31, 2025, without incurring additional U.S. federal income taxes.
In assessing our valuation allowance as of December 31, 2024, we considered all available evidence, including the magnitude of recent and current operating results, the duration of statutory carryforward periods, our historical experience utilizing tax attributes prior to their expiration dates, the historical volatility of operating results of these jurisdictions and our assessment regarding the sustainability of their profitability.
In assessing our valuation allowance as of December 31, 2025, we considered all available evidence, including the magnitude of recent and current operating results, the duration of statutory carryforward periods, our historical experience utilizing tax attributes prior to their expiration dates, the historical volatility of operating results of these jurisdictions and our assessment regarding the sustainability of their profitability.
The Credit Agreement permits, among other things, (i) stock repurchases subject to certain restrictions, 40 Table of Contents including after giving effect to such stock repurchases, the maximum leverage ratio does not exceed certain levels; and (ii) certain acquisitions so long as there is borrowing availability under the Credit Agreement of at least $40.0 million.
The Credit Agreement permits, among other things, (i) stock repurchases subject to certain restrictions, including after giving effect to such stock repurchases, the maximum leverage ratio does not exceed certain levels; and (ii) certain acquisitions so long as there is borrowing availability under the Credit Agreement of at least $40.0 million.
This assessment is based on the cash flow projections and operational and fiscal objectives of each of our U.S. and foreign subsidiaries. Foreign withholding taxes have not been provided on cumulative undistributed foreign earnings of the non-U.S. subsidiaries as of December 31, 2024, which are considered to be indefinitely reinvested outside of the U.S.
This assessment is based on the cash flow projections and operational and fiscal objectives of each of our U.S. and foreign subsidiaries. Foreign withholding taxes have not been provided on cumulative undistributed foreign earnings of the non-U.S. subsidiaries as of December 31, 2025, which are considered to be indefinitely reinvested outside of the U.S.
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.
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.
For customer relationships, impairment testing is performed at the customer group level. In evaluating long-lived assets for recoverability, we use our best estimate of future cash flows expected to result from the use of the asset and its eventual disposition, where applicable.
For customer relationships, impairment testing is performed at the HEYDUDE Brand asset group level. In evaluating long-lived assets for recoverability, we use our best estimate of future cash flows expected to result from the use of the asset and its eventual disposition, where applicable.
GAAP”), we present certain information related to our current period 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.
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.
A discussion of the changes in our results of operations between the years ended December 31, 2023 and December 31, 2022 has been omitted from this Annual Report on Form 10-K but may be found in Item 7.
A discussion of the changes in our results of operations between the years ended December 31, 2024, and December 31, 2023, has been omitted from this Annual Report on Form 10-K but may be found in Item 7.
The weight we give to any particular item is, in part, dependent upon the degree to which it can be objectively verified. Valuation allowances recorded against deferred tax assets increased by a net $58.0 million.
The weight we give to any particular item is, in part, dependent upon the degree to which it can be objectively verified. Valuation allowances recorded against deferred tax assets increased by a net $58.8 million.
The Original Term Loan B Credit Agreement, as amended by the August 2023 Amendment and the February 2024 Amendment is referred to herein as the “Term Loan B Credit Agreement”. The Original Term Loan B Credit Agreement provided for an aggregate term loan B facility in the principal amount of $2.0 billion.
The Original Term Loan B Credit Agreement, as amended by the August 2023 Amendment and the February 2024 Amendment is referred to herein as the “Term Loan B Credit Agreement.” The Original Term Loan B Credit Agreement provided for an aggregate term loan B facility in the principal amount of $2.0 billion.
During the years ended December 31, 2024, 2023, and 2022 we had two reporting units, comprised of a reporting unit within the HEYDUDE Brand segment and a reporting unit within the Crocs Brand segment. We perform our indefinite-lived intangible impairment testing at the asset level.
During the years ended December 31, 2025, 2024, and 2023, we had two reporting units, comprised of a reporting unit within the HEYDUDE Brand segment and a reporting unit within the Crocs Brand segment. We perform our indefinite-lived intangible impairment testing at the asset level.
Financial Statements and Supplementary Data of this Annual Report on Form 10-K for a description of recently adopted accounting pronouncements and issued accounting pronouncements that we believe may have an impact on our consolidated financial statements when adopted. 48 Table of Contents
Financial Statements and Supplementary Data of this Annual Report on Form 10-K for a description of recently adopted accounting pronouncements and issued accounting pronouncements that we believe may have an impact on our consolidated financial statements when adopted. 49 Table of Contents
(4) Our operating lease obligations consist of leases for real estate, which includes retail, warehouse, distribution center, and office spaces and represent the minimum cash commitment under contract to various third parties for operating lease obligations.
(3) Our operating lease obligations consist of leases for real estate, which includes retail, warehouse, distribution center, and office spaces and represent the minimum cash commitment under contract to various third parties for operating lease obligations.
See Note 14 — Income Taxes in the accompanying notes to the consolidated financial statements included in Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K for further information related to income taxes.
See Note 13 — Income Taxes in the accompanying notes to the consolidated financial statements included in Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K for further information related to income taxes.
The Indentures 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.
The Indentures 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 43 Table of Contents 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.
Our annual test is performed as of the first day of the fourth quarter. Our impairment evaluations represent a critical accounting policy as they require significant judgments and assumptions that we believe to be reasonable but that are inherently uncertain and unpredictable. We perform our goodwill impairment testing for each reporting unit that has goodwill.
Our annual test is performed as of the first day of the fourth 45 Table of Contents quarter. Our impairment evaluations represent a critical accounting policy as they require significant judgments and assumptions that we believe to be reasonable but that are inherently uncertain and unpredictable. We perform our goodwill impairment testing for each reporting unit that has goodwill.
Refer to Note 16 — Commitments and Contingencies in the accompanying notes to the consolidated financial statements included in Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K for more information.
Refer to Note 15 — Commitments and Contingencies in the accompanying notes to the consolidated financial statements included in Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K for more information.
Refer to Note 1 — Basis of Presentation and Summary of Significant Accounting Policies and Note 5 — Goodwill and Intangible Assets, Net, Net in the accompanying notes to the consolidated financial statements included in Part II - Item 8.
Refer to Note 1 — Basis of Presentation and Summary of Significant Accounting Policies and Note 4 — Goodwill and Intangible Assets, Net in the accompanying notes to the consolidated financial statements included in Part II - Item 8.
As of December 31, 2024, we were in compliance with all financial covenants under the Credit Agreement. As of December 31, 2024, the total commitments available from the lenders under the Revolving Facility were $1.0 billion.
As of December 31, 2025, we were in compliance with all financial covenants under the Credit Agreement. As of December 31, 2025, the total commitments available from the lenders under the Revolving Facility were $1.0 billion.
In 2024, we undertook many additional activities to align business operations that support the economic substance of the IP. We have also recorded certain tax reserves to address potential differences involving our income tax positions. These potential tax liabilities result from the varying application of statutes, rules, regulations and interpretations by different taxing jurisdictions.
In 2025, we undertook activities to align business operations that support the economic substance of the IP. We have also recorded certain tax reserves to address potential differences involving our income tax positions. These potential tax liabilities result from the varying application of statutes, rules, regulations and interpretations by different taxing jurisdictions.
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.
Constant currency represents current period results that have been retranslated using 35 Table of Contents 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’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 15, 2024, which is available free of charge on the SEC’s website at www.sec.gov and our corporate website (www.crocs.com).
Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 13, 2025, which is available free of charge on the SEC’s website at www.sec.gov and our corporate website (www.crocs.com).
As of December 31, 2024, the Term Loan B Facility (as defined below) was fully drawn, and there was no available borrowing capacity.
As of December 31, 2025, the Term Loan B Facility (as defined below) was fully drawn, and there was no available borrowing capacity.
To the extent that estimated future undiscounted net cash flows attributable to the asset are less than its carrying value, an impairment loss is recognized equal to the difference between the carrying value of such asset and its fair value.
To the extent that estimated future undiscounted net cash flows 46 Table of Contents attributable to the asset are less than its carrying value, an impairment loss is recognized equal to the difference between the carrying value of such asset and its fair value.
Although we believe we have adequate sources of liquidity over the long term, the success of our operations, the global economic outlook, and the pace of sustainable growth in our markets could each impact our business and liquidity. Repatriation of Cash As a global business, we have cash balances in various countries and amounts are denominated in various currencies.
Although we believe we have adequate sources of liquidity over the long term, the success of our operations, the global economic outlook, and the pace of sustainable growth in our markets could each impact our business and liquidity. 41 Table of Contents Repatriation of Cash and Cash Equivalents As a global business, we have cash balances in various countries and amounts are denominated in various currencies.
This is only an estimate, as actual amounts borrowed and rates may vary over time for certain borrowing instruments, as described in Note 10 — Borrowings. (3) Represents purchase commitments to our third-party manufacturers, primarily for materials and supplies used in the manufacture of our products.
This is only an estimate, as actual amounts borrowed and rates may vary over time for certain borrowing instruments, as described in Note 9 — Borrowings. (2) Represents purchase commitments to our third-party manufacturers, primarily for materials and supplies used in the manufacture of our products.
In the years ended December 31, 2024 and 2023, cost of sales included $487.1 million and $515.3 million, respectively, of distribution expenses primarily related to receiving, inspecting, warehousing, and packaging product in owned and third-party warehouses, combined with transportation costs associated with delivering products from distribution centers to wholesale partners, retail stores, and end customers. Selling, general and administrative expenses.
In the years ended December 31, 2025, and 2024, cost of sales included $488.4 million and $487.1 million, respectively, of distribution expenses primarily related to receiving, inspecting, warehousing, and packaging product in owned and third-party warehouses, combined with transportation costs associated with delivering products from distribution centers to wholesale partners, retail stores, and end customers. Selling, general and administrative expenses.
As of December 31, 2024, we were in compliance with all financial covenants under the Notes.
As of December 31, 2025, we were in compliance with all financial covenants under the Notes.
For more information on our lease obligations and obligations for leases not yet commenced, refer to Note 7 — Leases in the accompanying notes to the 43 Table of Contents consolidated financial statements included in Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K for more information.
For more information on our lease obligations and obligations for leases not yet commenced, refer to Note 6 — Leases in the accompanying notes to the consolidated financial statements included in Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K for more information.
During the three months ended December 31, 2024, we completed an intra-entity transaction related to certain intellectual property rights primarily to align with current and future international operations. The transaction resulted in a step-up in tax basis of intellectual property rights and a correlated increase in foreign deferred tax assets based on the fair value of the intellectual property rights.
In 2024, we completed an intra-entity transaction related to certain intellectual property rights primarily to align with current and future international operations. The transaction resulted in a step-up in tax basis of intellectual property rights and a correlated increase in foreign deferred tax assets based on the fair value of the intellectual property rights.
At December 31, 2024, we had $190.0 million in outstanding borrowings and $0.6 million in outstanding letters of credit under the Revolving Facility, which reduces amounts available for borrowing under the Revolving Facility.
At December 31, 2025, we had $62.0 million in outstanding borrowings and $0.6 million in outstanding letters of credit under the Revolving Facility, which reduces amounts available for borrowing under the Revolving Facility.
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. Footwear Unit Sales Footwear unit sales is defined as wholesale and DTC footwear only sales.
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. Footwear Unit Sales Footwear unit sales is defined as wholesale and DTC footwear only sales.
We had no material off-balance sheet arrangements as of December 31, 2024, other than certain purchase commitments, as described in the footnote (3) above.
We had no material off-balance sheet arrangements as of December 31, 2025, other than certain purchase commitments, as described in the footnote (2) above.
We maintain valuation allowances of approximately $241.6 million as of December 31, 2024, which may be reduced in the future depending upon the achieved profitability of certain jurisdictions as well as the magnitude of the profitability. 37 Table of Contents Reportable Operating Segments The following table sets forth information related to our reportable operating segments for the years ended December 31, 2024 and 2023.
We maintain valuation allowances of approximately $300.4 million as of December 31, 2025, which may be reduced in the future depending upon the achieved profitability of certain jurisdictions as well as the magnitude of the profitability. 39 Table of Contents Reportable Operating Segments The following table sets forth information related to our reportable operating segments for the years ended December 31, 2025 and 2024.
As of December 31, 2024 and 2023, we had $809.4 million and $558.7 million, respectively, of available borrowing capacity under the Revolving Facility, which matures in November 2027.
As of December 31, 2025, and 2024, we had $937.4 million and $809.4 million, respectively, of available borrowing capacity under the Revolving Facility, which matures in November 2027.
The 2024 Refinancing Term Loans are secured by substantially all of the Company’s and each subsidiary guarantor’s assets on a pari passu basis with their obligations arising from the Term Loan B Credit Agreement and is scheduled to mature on February 17, 2029, subject to certain exceptions set forth in the Term Loan B Credit Agreement.
The 2024 Refinancing Term Loans are secured by substantially all of the Company’s and each subsidiary guarantor’s assets on a pari passu basis with their obligations arising from the Term Loan B Credit Agreement and is scheduled to mature on February 17, 2029, though we have the ability to request extensions as set forth in the Term Loan B Credit Agreement.
Revenues are recognized in the amount expected to be received when control of the product transfers to customers. Revenues are reported net of various promotions, which range from contractually-fixed percentage price reductions to sales returns, discounts, rebates, and other incentives that may vary in amount, must be estimated, and are reported as a reduction in revenues.
Revenues are reported net of various promotions, which range from contractually-fixed percentage price reductions to sales returns, discounts, rebates, and other incentives that may vary in amount, must be estimated, and are reported as a reduction in revenues.
If we determine that it is more likely than not that the fair value of a reporting unit or an indefinite-lived intangible asset is less than its carrying value, a quantitative assessment is performed. For the quantitative assessment, we compare the estimated fair value of a reporting unit with its carrying value, including the goodwill assigned to the reporting unit.
If we determine that it is more likely than not that the fair value of a reporting unit or an indefinite-lived intangible asset is less than its carrying value, a quantitative assessment is performed.
Known or Anticipated Trends Based on our recent operating results and our assessment of the current operating environment, we anticipate certain trends will continue to impact our future operating results: • We continue to operate in an environment where consumers are feeling the effects of elevated interest rates and inflation, and as a result, they are spending more cautiously.
Known or Anticipated Trends Based on our recent operating results and our assessment of the current operating environment, we anticipate certain trends will continue to impact our future 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.
Term Loan B Facility On February 17, 2022, the Company entered into a credit agreement (the “Original Term Loan B Credit Agreement”) with Citibank, N.A., as administrative agent and lender, to among other things, finance a portion of the cash consideration for the Acquisition, which was amended on August 8, 2023 (the “August 2023 Amendment”) and on February 13, 2024 (the “February 2024 Amendment”).
Term Loan B Facility On February 17, 2022, the Company entered into a credit agreement (the “Original Term Loan B Credit Agreement”) with Citibank, N.A., as administrative agent and lender, which was amended on August 8, 2023, (the “August 2023 Amendment”) and on February 13, 2024 (the “February 2024 Amendment”).
During the year ended December 31, 2024, we recognized an income tax benefit of $39.5 million on pre-tax book income of $910.6 million, representing an effective tax rate of (4.3)%, compared to an income tax expense of $83.7 million on pre-tax book income of $876.3 million in 2023, which represented an effective tax rate of 9.6%.
During the year ended December 31, 2025, we recognized an income tax expense of $154.2 million on pre-tax book income of $73.0 million, representing an effective tax rate of 211.3%, compared to an income tax benefit of $39.5 million on pre-tax book income of $910.6 million in 2024, which represented an effective tax rate of (4.3)%.
During the year ended December 31, 2024, HEYDUDE revenues decreased compared to 2023, due to lower volume. Higher ASP was driven by less discounting in the current year and favorable channel mix, partially offset by unfavorable product mix. Income from Operations.
During the year ended December 31, 2025, HEYDUDE revenues decreased compared to 2024, primarily due to lower volume. The overall decrease in revenues was partially offset by higher ASP, primarily due to favorable channel mix, partially offset by unfavorable product mix. Income from Operations.
During the year ended December 31, 2024, we recognized realized and unrealized net foreign currency losses of $6.8 million compared to losses of $1.2 million during the year ended December 31, 2023. Interest expense.
During the 38 Table of Contents year ended December 31, 2025, we recognized realized and unrealized net foreign currency gains of $9.8 million compared to losses of $6.8 million during the year ended December 31, 2024. Interest expense.
During the year ended December 31, 2024, we repurchased 4.3 million shares of our common stock at a cost of $551.2 million, including commissions. During the year ended December 31, 2023, we repurchased 1.7 million shares of our common stock at a cost of $175.0 million, including commissions.
During the year ended December 31, 2025, we repurchased 6.5 million shares of our common stock at a cost of $577.2 million, including commissions. During the year ended December 31, 2024, we repurchased 4.3 million shares of our common stock at a cost of $551.2 million, including commissions.
Interest on each of the 2029 Notes and the 2031 Notes (collectively, the “Notes”) is payable semi-annually. 41 Table of Contents The Company had or will have, as applicable, the option to redeem all or any portion of the 2029 Notes, at once or over time, at any time on or after March 15, 2024, at a redemption price equal to 100% of the principal amount thereof, plus a premium declining ratably on an annual basis to par and accrued and unpaid interest, if any, to, but excluding, the date of redemption.
The Company has the option to redeem all or any portion of the 2029 Notes, at once or over time, at any time on or after March 15, 2024, at a redemption price equal to 100% of the principal amount thereof, plus a premium declining ratably on an annual basis to par and accrued and unpaid interest, if any, to, but excluding, the date of redemption.
Net income was $950.1 million, or $15.88 per diluted share, compared to $792.6 million, or $12.79 per diluted share, in 2023. 34 Table of Contents Results of Operations Comparison of the Years Ended December 31, 2024 and 2023 A discussion of our comparison between 2024 and 2023 is presented below.
Net loss was $81.2 million, or $1.50 per diluted share, compared to net income of $950.1 million, or $15.88 per diluted share, in 2024. Results of Operations Comparison of the Years Ended December 31, 2025, and 2024 A discussion of our comparison between 2025 and 2024 is presented below.
Interest expense during the year ended December 31, 2024 decreased $52.1 million, or 32.3%, primarily due to lower outstanding borrowings and lower weighted average interest rates on the Term Loan B Facility (as defined herein) in the current year. 36 Table of Contents Income tax expense (benefit).
Interest expense during the year ended December 31, 2025, decreased $21.0 million, or 19.2%, primarily due to lower outstanding borrowings and lower weighted average interest rates on each of the Term Loan B Facility (as defined herein) and the Revolving Facility (as defined herein) in the current year. Income tax expense (benefit).
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 December 31, 2024, we held $108.0 million of our total $180.5 million in cash in internationa l locations.
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.
See Note 11 — Equity in the accompanying notes to the consolidated financial statements included in Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K for more information on our repurchases and repurchase authorizations. Contractual Obligations We believe we have sufficient liquidity to fund our operations and meet our short-term and long-term obligations.
Financial Statements and Supplementary Data of this Annual Report on Form 10-K for more information on our repurchases and repurchase authorizations. 44 Table of Contents Contractual Obligations We believe we have sufficient liquidity to fund our operations and meet our short-term and long-term obligations.
We repurchased $551.2 million of our common stock during the year. 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.
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.
Asia Revolving Credit Facility During the year ended December 31, 2024, we had one revolving credit facility in Asia with Citibank (China) Company Limited, Shanghai Branch (the “Citibank Facility”), which, as amended, provides up to an equivalent of $15.0 million. As of December 31, 2024, we had no borrowings outstanding on the Citibank Facility.
As of December 31, 2025, we were in compliance with all financial covenants under the Term Loan B Credit Agreement. Asia Revolving Credit Facility During the year ended December 31, 2025, we had one revolving credit facility in Asia with Citibank (China) Company Limited, Shanghai Branch (the “Citibank Facility”), which, as amended, provides up to an equivalent of $15.0 million.
In order to support and sustain the amortizable tax basis for these transactions (and associated deferred tax asset, net of uncertain tax position), we must demonstrate economic ownership, including the appropriate authority and expertise to manage the IP owned and serviced in the Netherlands and Singapore.
As of December 31, 2025, the related net deferred tax asset, net of applicable valuation allowance and uncertain tax positions was $401.6 million. 48 Table of Contents In order to support and sustain the amortizable tax basis for these transactions (and associated deferred tax asset, net of uncertain tax position), we must demonstrate economic ownership, including the appropriate authority and expertise to manage the IP owned and serviced in the Netherlands and Singapore.
Additionally, depreciation and amortization expense and information technology costs increased. Store Locations and Digital Sales Percentage As of December 31, 2024, we had 390 company-operated retail locations for the Crocs Brand, inclusive of 184 retail locations in North America and 206 retail locations internationally. As of December 31, 2024, we had 52 company-operated retail locations for the HEYDUDE Brand.
As of December 31, 2024, we had 390 company-operated retail locations for the Crocs Brand, inclusive of 184 retail locations in North America and 206 retail locations internationally. As of December 31, 2024, we had 52 company-operated retail locations for the HEYDUDE Brand.
(2) Average footwear selling price is calculated as footwear and footwear accessories revenues divided by footwear units. 35 Table of Contents Revenues by Channel Year Ended December 31, % Change Constant Currency % Change (1) Favorable (Unfavorable) 2024 2023 2024-2023 2024-2023 (in thousands) Crocs Brand: Wholesale $ 1,607,546 $ 1,493,537 7.6 % 8.8 % Direct-to-consumer 1,670,421 1,519,417 9.9 % 10.7 % Total Crocs Brand 3,277,967 3,012,954 8.8 % 9.8 % HEYDUDE Brand: Wholesale 456,472 566,937 (19.5) % (19.5) % Direct-to-consumer 367,669 382,456 (3.9) % (3.9) % Total HEYDUDE Brand 824,141 949,393 (13.2) % (13.2) % Total consolidated revenues $ 4,102,108 $ 3,962,347 3.5 % 4.3 % (1) Reflects year over year change as if the current period results were in constant currency, which is a non-GAAP financial measure.
(2) Average footwear selling price is calculated as footwear and footwear accessories revenues divided by footwear units. 37 Table of Contents Revenues by Channel Year Ended December 31, % Change Constant Currency % Change (1) Favorable (Unfavorable) 2025 2024 2025-2024 2025-2024 (in thousands) Crocs Brand: Wholesale $ 1,599,374 $ 1,607,546 (0.5) % (0.5) % Direct-to-consumer 1,726,433 1,670,421 3.4 % 2.9 % Total Crocs Brand 3,325,807 3,277,967 1.5 % 1.3 % HEYDUDE Brand: Wholesale 336,325 456,472 (26.3) % (26.5) % Direct-to-consumer 378,515 367,669 2.9 % 2.8 % Total HEYDUDE Brand 714,840 824,141 (13.3) % (13.5) % Total consolidated revenues $ 4,040,647 $ 4,102,108 (1.5) % (1.7) % (1) Reflects year over year change as if the current period results were in constant currency, which is a non-GAAP financial measure.
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 33 Table of Contents metrics may vary from company to company.
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.
Our valuation allowances are primarily the result of uncertainties regarding the future realization of tax attributes recorded in various jurisdictions. The measurement of deferred tax assets is reduced by a valuation allowance if, based upon available evidence, it is more likely than not that the deferred tax assets will not be realized.
The measurement of deferred tax assets is reduced by a valuation allowance if, based upon available evidence, it is more likely than not that the deferred tax assets will not be realized.
The increase was due to the net effects of: (i) higher average selling price on a constant currency basis (“ASP”) in both brands, which increased revenues by $156.2 million, or 3.9%; (ii) higher unit sales volume, which resulted in an increase in revenues of $13.7 million, or 0.3%; and (iii) net unfavorable changes in exchange rates, which decreased revenues by $30.1 million, or 0.8%.
The decrease was due to the net effects of: (i) lower unit sales volume in the HEYDUDE Brand, which decreased revenues by $87.4 million, or 2.1%; (ii) higher average selling price on a constant currency basis (“ASP”) driven by the HEYDUDE Brand, which increased revenues by $16.5 million, or 0.4%; and (iii) net favorable changes in exchange rates, which increased revenues by $9.4 million, or 0.2%.
Since the determination of future cash flows is an estimate of future performance, future impairments may arise in the event that future cash flows do not meet expectations.
Since the determination of future cash flows is an estimate of future performance, future impairments may arise in the event that future cash flows do not meet expectations. In 2025, we recorded non-cash impairments of $1.1 million related to the discontinuation of an information technology project.
As of December 31, 2023, we had borrowings outstanding of $3.3 million on the Citibank Facility.
As of December 31, 2025, and 2024, we had no borrowings outstanding on the Citibank Facility.
Significant estimates and assumptions were required to compute the valuation of these transactions. These estimates and assumptions include, but are not limited to, estimated future revenue growth and discount rates, which by their nature are inherently uncertain and, therefore, may ultimately differ materially from our actual results.
These estimates and assumptions include, but are not limited to, estimated future revenue growth and discount rates, which by their nature are inherently uncertain and, therefore, may ultimately differ materially from our actual results. As of December 31, 2024, the related net deferred tax asset, net of applicable valuation allowance and uncertain tax positions was $271.7 million.
Cash provided by operating activities increased $62.0 million for the year ended December 31, 2024 compared to the year ended December 31, 2023, driven by higher net income, adjusted for non-cash items, of $360.1 million, partially offset by decreases in operating assets and liabilities of $298.1 million, primarily due to the change in income taxes and inventories. Investing Activities.
Cash provided by operating activities decreased $282.1 million for the year ended December 31, 2025, compared to the year ended December 31, 2024, driven by decreases in operating assets and liabilities of $288.9 million, primarily due to the decrease in income taxes payable, accounts receivable, and inventories, partially offset by an increase in net income, adjusted for non-cash items, of $6.8 million.
As of December 31, 2023, we had 349 company-operated retail locations for the Crocs Brand, inclusive of 174 retail locations in North America and 175 retail locations internationally. As of December 31, 2023, we had 14 company-operated retail locations for the HEYDUDE Brand.
Store Locations and Digital Sales Percentage As of December 31, 2025, we had 439 company-operated retail locations for the Crocs Brand, inclusive of 200 retail locations in North America and 239 retail locations internationally. As of December 31, 2025, we had 75 company-operated retail locations for the HEYDUDE Brand.
During the year ended December 31, 2024, SG&A for our Crocs Brand segment increased by $109.3 million, or 15.0%, compared to 2023, primarily due to increases in marketing costs, variable expenses related to higher revenues in the DTC channel, and depreciation and amortization expense. HEYDUDE Brand Revenues.
During the year ended December 31, 2025, SG&A for our Crocs Brand segment increased by $89.5 million, or 10.7%, compared to 2024, primarily due to increased investments in talent and marketing and higher costs in the DTC channel, as a result of investment in the channel and variable costs. HEYDUDE Brand Revenues.
Foreign deferred tax assets increased by $268.8 million and this benefit was offset by an increase in uncertain tax positions of $145.6 million. As such, a net change in deferred tax asset of $123.2 million was recognized along with a corresponding foreign income tax benefit.
As such, a net change in deferred tax asset of $123.2 million was recognized along with a corresponding foreign income tax benefit in 2024.
Gross margin was 61.6% for the year ended December 31, 2024, an increase of 160 basis points compared to 2023. The increase in gross margin was primarily due to lower freight and fulfillment costs and favorable product mix.
Gross margin was 61.3% for the year ended December 31, 2025, a decrease of 30 basis points compared to 2024. The decrease in gross margin was primarily due to unfavorable duties and higher freight and fulfillment costs, partially offset by lower product costs.
It is possible that the costs of the ultimate tax liability or benefit from these matters may be materially more or less than the amount that we estimated. 47 Table of Contents Income Tax Accounting We account for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of other assets and liabilities.
Income Taxes Income Tax Accounting We account for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of other assets and liabilities.
Year Ended December 31, % Change Constant Currency % Change (1) Favorable (Unfavorable) 2024 2023 2024-2023 2024-2023 (in thousands) Revenues: Crocs Brand revenues $ 3,277,967 $ 3,012,954 8.8 % 9.8 % HEYDUDE Brand revenues 824,141 949,393 (13.2) % (13.2) % Total consolidated revenues $ 4,102,108 $ 3,962,347 3.5 % 4.3 % Income from operations: Crocs Brand income from operations (2) $ 1,182,012 $ 1,079,330 9.5 % 12.2 % HEYDUDE Brand income from operations (2) 137,401 212,386 (35.3) % (35.2) % Enterprise corporate (2) (297,502) (254,933) (16.7) % (16.7) % Total consolidated income from operations 1,021,911 1,036,783 (1.4) % 1.4 % Foreign currency gains (losses), net (6,777) (1,240) (446.5) % Interest income 3,484 2,406 44.8 % Interest expense (109,264) (161,351) 32.3 % Other income (expense), net 1,231 (326) 477.6 % Income before income taxes $ 910,585 $ 876,272 3.9 % (1) Reflects year over year change as if the current period results were in constant currency, which is a non-GAAP financial measure.
Year Ended December 31, % Change Constant Currency % Change (1) Favorable (Unfavorable) 2025 2024 2025-2024 2025-2024 (in thousands) Revenues: Crocs Brand revenues $ 3,325,807 $ 3,277,967 1.5 % 1.3 % HEYDUDE Brand revenues 714,840 824,141 (13.3) % (13.5) % Total consolidated revenues $ 4,040,647 $ 4,102,108 (1.5) % (1.7) % Income from operations: Crocs Brand income from operations $ 1,111,679 $ 1,182,012 (6.0) % (5.7) % HEYDUDE Brand income from operations (668,855) 137,401 (586.8) % (586.7) % Enterprise corporate (293,309) (297,502) 1.4 % 1.5 % Total consolidated income from operations 149,515 1,021,911 (85.4) % (85.1) % Foreign currency gains (losses), net 9,843 (6,777) 245.2 % Interest income 1,844 3,484 (47.1) % Interest expense (88,287) (109,264) 19.2 % Other income (expense), net 63 1,231 (94.9) % Income before income taxes $ 72,978 $ 910,585 (92.0) % (1) Reflects year over year change as if the current period results were in constant currency, which is a non-GAAP financial measure.
Additionally, there was an increase in impairment charges of $14.8 million due to current year impairments of information technology systems related to the HEYDUDE integration, our former HEYDUDE warehouse in Las Vegas, Nevada, and our former Crocs Brand warehouse in Oudenbosch, the Netherlands, partially offset by a prior year impairment related to the right-of-use asset and leasehold improvement assets for our former headquarters which did not recur in the current year.
The increase in Goodwill and Asset impairments was partially offset by prior year non-cash impairment charges of $18.2 million for information technology systems related to the HEYDUDE integration, $5.5 million for our former HEYDUDE Brand warehouses in Las Vegas, Nevada, and $0.4 million for our former Crocs Brand warehouse in Oudenbosch, the Netherlands, none of which recurred in the current year.
The Term Loan B Credit Agreement also contains customary affirmative and negative covenants, incurrence financial covenants, representations and warranties, events of default and other provisions. As of December 31, 2024, we were in compliance with all financial covenants under the Term Loan B Credit Agreement.
As of December 31, 2025, 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. The Term Loan B Credit Agreement also contains customary affirmative and negative covenants, incurrence financial covenants, representations and warranties, events of default and other provisions.
As of December 31, 2023, the related net deferred tax asset was $427.1 million, net of a reserve for uncertain tax positions of $200.5 million. As of December 31, 2024, the related net deferred tax asset was $377.1 million, net of a reserve for uncertain tax positions of $46.8 million.
As of December 31, 2024, the related net deferred tax asset, net of applicable valuation allowance and uncertain tax positions was $377.1 million.
There was a $46.3 million decrease in cash used in investing activities for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Investing Activities. There was a $18.1 million decrease in cash used in investing activities for the year ended December 31, 2025, compared to the year ended December 31, 2024. This was due to a decrease in purchases of property, equipment, and software. Financing Activities.
Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheets.
We recognize interest and penalties related to unrecognized tax benefits within the ‘Income tax expense (benefit)’ line in the accompanying consolidated statements of operations. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheets.
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.
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

11 edited+2 added−1 removed4 unchanged
Biggest changeAn increase of 1% of the value of the USD relative to foreign currencies would have decreased our revenues and income before taxes during the year ended December 31, 2024 by approximately $16.1 million and $2.8 million, respectively. The volatility of the exchange rates is dependent on many factors that cannot be forecasted with reliable accuracy.
Biggest changeAn 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 year ended December 31, 2025, by $17.8 million and $9.0 million, respectively.
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 $6.9 million based on the balances outstanding for these borrowings as of December 31, 2024.
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 $5.6 million based on the balances outstanding for these borrowings as of December 31, 2025.
As of December 31, 2024, we had borrowings with a face value of $1,390.0 million, comprised of the Notes, which carry a fixed interest rate, the Term Loan B Facility, and the Revolving Facility. We also had $0.6 million in outstanding letters of credit under our Revolving Facility as of December 31, 2024.
As of December 31, 2025, we had borrowings with a face value of $1,262.0 million, comprised of the Notes, which carry a fixed interest rate, the Term Loan B Facility, and the Revolving Facility. We also had $0.6 million in outstanding letters of credit under our Revolving Facility as of December 31, 2025.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K for a discussion of the impact of the change in foreign exchange rates on our USD consolidated statements of income for the years ended December 31, 2024 and 2023. 49 Table of Contents ITEM 8.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K for a discussion of the impact of the change in foreign exchange rates on our USD consolidated statements of operations for the years ended December 31, 2025, and 2024. 50 Table of Contents ITEM 8.
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 enter into forward contracts to buy and sell foreign currency.
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.
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.
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.
Foreign Currency Exchange Risk Changes in exchange rates have a direct effect on our reported USD consolidated financial statements because we translate the operating results and financial position of our international subsidiaries to USD using current period exchange rates.
Foreign Currency Exchange Risk Changes in exchange rates have a direct effect on our reported U.S. Dollar 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.
As of December 31, 2023, we had long-term borrowings with a face value of $1,713.3 million and $1.3 million in outstanding letters of credit under our Revolving Facility.
As of December 31, 2024, we had long-term borrowings with a face value of $1,390.0 million and $0.6 million in outstanding letters of credit under our Revolving Facility.
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 USD.
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 December 31, 2025, a 10% appreciation in the value of the U.S.
Financial Statements and Supplementary Data of this Annual Report on this Form 10-K. As of December 31, 2024, the USD notional value of our outstanding foreign currency forward exchange contracts was approximately $239.6 million. The fair value of these contracts at December 31, 2024 was an insignificant liability. See Part I - Item 1A.
Financial Statements and Supplementary Data of this Annual Report on this Form 10-K. As of December 31, 2025, the U.S. Dollar notional value of our total derivatives was $222.6 million. The fair value of these contracts at December 31, 2025, was an insignificant asset and an insignificant liability. See Part I - Item 1A.
As of December 31, 2024, a 10% appreciation in the value of the USD would result in a net decrease in the fair value of our derivative portfolio of approximately $3.0 million. See Item 7.
Dollar would result in a net increase in the fair value of our derivative portfolio of $14.1 million. See Item 7.
Removed
Specifically, we translate the statements of income of our foreign subsidiaries into the USD reporting currency using exchange rates in effect during each reporting period.
Added
Borrowings under our Term Loan B Facility and Revolving Facility 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.
Added
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.

Other CROX 10-K year-over-year comparisons