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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________________
FORM 10-Q

☒  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2026
or
☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to            

Commission File No. 000-51754
_____________________________________________________________
CROCS, INC.
(Exact name of registrant as specified in its charter)
Delaware20-2164234
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
500 Eldorado Blvd., Building 5, Broomfield, Colorado 80021
(Address, including zip code, of registrant’s principal executive offices)
(303) 848-7000
(Registrant’s telephone number, including area code)
_____________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:Trading symbol:Name of each exchange on which registered:
Common Stock, par value $0.001 per shareCROXThe Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated
filer
Non-accelerated
filer
Smaller reporting companyEmerging growth company
☒☐☐☐☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No ☒

As of October 22, 2026, Crocs, Inc. had 45,725,039 shares of its common stock, par value $0.001 per share, outstanding.


Table of Contents
Cautionary Note Regarding Forward-Looking Statements
 
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). From time to time, we may also provide oral or written forward-looking statements in other materials we release to the public. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995.

Statements that refer to industry trends, projections of our future financial performance, anticipated trends in our business and other characterizations of future events or circumstances are forward-looking statements. These statements, which express management’s current views concerning future events or results, use words like “anticipate,” “assume,” “believe,” “confident,” “continue,” “estimate,” “expect,” “future,” “intend,” “plan,” “project,” “strive,” and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will,” “would,” and similar expressions or variations. Examples of forward-looking statements include, but are not limited to, statements we make regarding:

•our expectations regarding future trends, expectations, and performance of our business;
•our expectations regarding the impact of economic trends on our business;
•our belief that we have sufficient liquidity to fund our business operations during the next twelve months; and
•our expectations about the impact of our strategic plans.

Forward-looking statements are subject to risks, uncertainties, and other factors, which may cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements include, without limitation, those described in the section entitled “Risk Factors” under Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2025, and our subsequent filings with the Securities and Exchange Commission, including those described in the section entitled “Risk Factors” under Item 1A in this report. Caution should be taken not to place undue reliance on any such forward-looking statements. Moreover, such forward-looking statements speak only as of the date of this report. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements, except as required by applicable law.
 

i
Table of Contents
Crocs, Inc.
Table of Contents to the Quarterly Report on Form 10-Q
For the Quarterly Period Ended September 30, 2026
 
PART I — Financial Information
 

ii
Table of Contents
PART I — Financial Information
 
ITEM 1. Financial Statements
 
CROCS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except per share data)
 
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Revenues
$1,042,583 $996,301 $3,143,508 $3,083,007 
Cost of sales
352,849 413,293 1,230,122 1,249,614 
Gross profit
689,734 583,008 1,913,386 1,833,393 
Selling, general and administrative expenses
397,807 375,348 1,131,636 1,092,160 
Goodwill impairment— — — 307,000 
Asset impairments— — 3,301 431,115 
Income from operations
291,927 207,660 778,449 3,118 
Foreign currency gains (losses), net
1,276 2,957 (2,651)8,264 
Interest income
3,343 531 4,261 1,235 
Interest expense
(19,059)(21,711)(59,427)(67,000)
Other (expense) income, net
(53)(9)(431)143 
Income (loss) before income taxes
277,434 189,428 720,201 (54,240)
Income tax expense
60,679 43,612 161,003 132,123 
Net income (loss)
$216,755 $145,816 $559,198 $(186,363)
Net income (loss) per common share:
Basic
$4.57 $2.72 $11.43 $(3.38)
Diluted
$4.52 $2.70 $11.32 $(3.38)
Weighted average common shares outstanding:
Basic
47,413 53,641 48,925 55,169 
Diluted
47,954 53,989 49,418 55,169 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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CROCS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(in thousands)

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Net income (loss)
$216,755 $145,816 $559,198 $(186,363)
Other comprehensive income (loss), net of tax:
Derivatives designated as hedging instruments:
Unrealized (losses) gains on derivative instruments
(594)56 763 (145)
Reclassification adjustment for realized (gains) losses on derivative instruments
(103)40 (14)(195)
Net (decrease) increase from derivatives designated as hedging instruments
(697)96 749 (340)
Foreign currency translation (losses) gains, net
(897)(7,395)(22,114)90,538 
Total comprehensive income (loss), net of tax
$215,161 $138,517 $537,833 $(96,165)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Table of Contents
CROCS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share and par value amounts)
September 30,
2026		December 31,
2025
ASSETS
Current assets:
Cash and cash equivalents
$163,457 $130,354 
Accounts receivable, net of allowances of $39,818 and $28,136, respectively
355,022 278,191 
Inventories
413,030 368,687 
Income taxes receivable
2,918 32,782 
Other receivables
25,412 22,082 
Prepaid expenses and other assets
67,778 53,787 
Total current assets
1,027,617 885,883 
Property and equipment, net of accumulated depreciation of $248,818 and $209,873, respectively
240,778 238,191 
Intangible assets, net
1,312,049 1,324,680 
Goodwill
404,630 404,689 
Deferred tax assets, net
904,841 935,054 
Restricted cash
3,496 3,557 
Right-of-use assets
332,085 338,669 
Other assets
55,175 44,027 
Total assets
$4,280,671 $4,174,750 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$272,506 $266,090 
Accrued expenses and other liabilities
266,533 300,959 
Income taxes payable
84,174 47,308 
Current operating lease liabilities
90,820 85,772 
Total current liabilities
714,033 700,129 
Deferred tax liabilities, net
844 882 
Long-term income taxes payable
641,563 649,057 
Long-term borrowings
1,289,044 1,230,885 
Long-term operating lease liabilities283,254 297,192 
Other liabilities
6,926 3,322 
Total liabilities
2,935,664 2,881,467 
Commitments and contingencies
Stockholders’ equity:
Common stock, par value $0.001 per share, 250.0 million shares authorized, 111.2 million and 110.7 million issued, 46.2 million and 50.2 million outstanding, respectively
111 111 
Treasury stock, at cost, 65.0 million and 60.5 million shares, respectively
(3,564,417)(3,040,416)
Additional paid-in capital
934,497 896,605 
Retained earnings
4,039,836 3,480,638 
Accumulated other comprehensive loss
(65,020)(43,655)
Total stockholders’ equity
1,345,007 1,293,283 
Total liabilities and stockholders’ equity
$4,280,671 $4,174,750 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Table of Contents
CROCS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
(in thousands)

Common StockTreasury StockAdditional
Paid-in
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
(Loss)		Total
Stockholders'
Equity
SharesAmountSharesAmount
Balance at June 30, 2026
48,136 $111 62,864 $(3,296,549)$921,457 $3,823,081 $(63,426)$1,384,674 
Share-based compensation— — — — 11,644 — — 11,644 
Exercises of stock options, issuance of restricted stock awards, and vests of restricted stock units, net of shares withheld for taxes
115 — 110 (15,496)1,396 — — (14,100)
Repurchases of common stock, including excise tax
(2,028)— 2,028 (252,372)— — — (252,372)
Net income
— — — — — 216,755 — 216,755 
Other comprehensive loss
— — — — — — (1,594)(1,594)
Balance at September 30, 2026
46,223 $111 65,002 $(3,564,417)$934,497 $4,039,836 $(65,020)$1,345,007 

Common StockTreasury StockAdditional
Paid-in
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
(Loss)		Total
Stockholders'
Equity
SharesAmountSharesAmount
Balance at June 30, 2025
54,801 $111 55,881 $(2,653,423)$879,940 $3,229,657 $(35,148)$1,421,137 
Share-based compensation— — — — 8,476 — — 8,476 
Exercises of stock options, issuance of restricted stock awards, and vests of restricted stock units, net of shares withheld for taxes
9 — 1 (141)— — — (141)
Repurchases of common stock, including excise tax
(2,443)— 2,443 (204,849)— — — (204,849)
Net income
— — — — — 145,816 — 145,816 
Other comprehensive loss
— — — — — — (7,299)(7,299)
Balance at September 30, 2025
52,367 $111 58,325 $(2,858,413)$888,416 $3,375,473 $(42,447)$1,363,140 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Table of Contents
CROCS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
(in thousands)

Common StockTreasury StockAdditional
Paid-in
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
(Loss)		Total
Stockholders'
Equity
SharesAmountSharesAmount
Balance at December 31, 2025
50,220 $111 60,481 $(3,040,416)$896,605 $3,480,638 $(43,655)$1,293,283 
Share-based compensation— — — — 36,496 — — 36,496 
Exercises of stock options, issuance of restricted stock awards, and vests of restricted stock units, net of shares withheld for taxes
376 — 148 (18,734)1,396 — — (17,338)
Repurchases of common stock, including excise tax
(4,373)— 4,373 (505,267)— — — (505,267)
Net income
— — — — — 559,198 — 559,198 
Other comprehensive loss
— — — — — — (21,365)(21,365)
Balance at September 30, 2026
46,223 $111 65,002 $(3,564,417)$934,497 $4,039,836 $(65,020)$1,345,007 

Common StockTreasury StockAdditional
Paid-in
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
(Loss)		Total
Stockholders'
Equity
SharesAmountSharesAmount
Balance at December 31, 2024
56,475 $110 53,930 $(2,453,473)$859,904 $3,561,836 $(132,645)$1,835,732 
Share-based compensation— — — — 28,512 — — 28,512 
Exercises of stock options, issuance of restricted stock awards, and vests of restricted stock units, net of shares withheld for taxes
245 1 42 (4,245)— — — (4,244)
Repurchases of common stock, including excise tax
(4,353)— 4,353 (400,695)— — — (400,695)
Net loss
— — — — — (186,363)— (186,363)
Other comprehensive income
— — — — — — 90,198 90,198 
Balance at September 30, 2025
52,367 $111 58,325 $(2,858,413)$888,416 $3,375,473 $(42,447)$1,363,140 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5
Table of Contents
CROCS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Nine Months Ended September 30,
20262025
Cash flows from operating activities:
Net income (loss)
$559,198 $(186,363)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization
60,875 58,337 
Operating lease cost
85,421 76,614 
Share-based compensation
36,496 28,512 
Asset impairment3,301 738,115 
Deferred taxes
(47)17,057 
Other non-cash items
10,055 6,059 
Changes in operating assets and liabilities:
Accounts receivable
(76,691)(65,052)
Inventories
(45,873)(40,165)
Prepaid expenses and other assets
(30,585)(17,372)
Accounts payable, accrued expenses and other liabilities
(22,650)(68,459)
Right-of-use assets and operating lease liabilities
(87,614)(77,580)
Income taxes
69,303 (11,802)
Cash provided by operating activities
561,189 457,901 
Cash flows from investing activities:
Purchases of property, equipment, and software
(53,615)(45,120)
Cash used in investing activities
(53,615)(45,120)
Cash flows from financing activities:
Proceeds from borrowings
476,550 626,000 
Repayments of borrowings
(425,550)(664,000)
Repurchases of common stock, including excise tax
(506,194)(402,153)
Repurchases of common stock for tax withholding
(17,338)(4,245)
Cash used in financing activities
(472,532)(444,398)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
(2,000)5,462 
Net change in cash, cash equivalents, and restricted cash
33,042 (26,155)
Cash, cash equivalents, and restricted cash—beginning of period
133,911 183,678 
Cash, cash equivalents, and restricted cash—end of period
$166,953 $157,523 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Table of Contents
CROCS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unless otherwise noted in this report, any description of the “Company,” “we,” “us,” or “our” includes Crocs, Inc. and our consolidated subsidiaries within our reportable operating segments and corporate operations. We are engaged in the design, development, worldwide marketing, distribution, and sale of casual lifestyle footwear and accessories for all. We strive to be the global leader in the sale of casual footwear characterized by functionality, comfort, color, and lightweight design.

Our reportable operating segments include: (i) the Crocs Brand and (ii) the HEYDUDE Brand. See Note 13 — Operating Segments for additional information.

The accompanying unaudited condensed consolidated interim financial statements include our accounts and those of our wholly-owned subsidiaries, and they reflect all adjustments which are necessary for a fair statement of results of operations, financial position, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Such unaudited condensed consolidated interim financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The year-end condensed balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP.

These unaudited condensed consolidated interim financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025 (“Annual Report”), and have been prepared on a consistent basis with the accounting policies described in Note 1 of the Notes to Consolidated Financial Statements included in our Annual Report. Our accounting policies did not change during the nine months ended September 30, 2026, other than with respect to the new accounting pronouncements adopted, as applicable, as described in Note 2 — Recent Accounting Pronouncements.

Reclassifications

We have reclassified certain amounts in Note 1 — Basis of Presentation and Summary of Significant Accounting Policies to conform to current period presentation.

Use of Estimates

U.S. GAAP requires us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions used to determine certain amounts that affect the financial statements are reasonable, based on information available at the time they are made. Management believes that the estimates, judgments, and assumptions made when accounting for items and matters such as, but not limited to, the allowance for doubtful accounts, customer rebates, sales returns and allowances, impairment assessments and charges, recoverability of long-lived assets, deferred tax assets, valuation allowances, uncertain tax positions, income tax expense, share-based compensation expense, the assessment of lower of cost or net realizable value on inventory, useful lives assigned to long-lived assets, goodwill, and indefinite-lived intangible assets are reasonable based on information available at the time they are made. To the extent there are differences between these estimates and actual results, our condensed consolidated financial statements may be materially affected.

Changes in Laws and Regulations

On February 20, 2026, the United States Supreme Court ruled the President did not have the requisite authority to impose tariffs under the International Emergency Economic Powers Act (“IEEPA”). On March 4, 2026, the Court of International Trade ordered U.S. Customs and Border Protection to begin the refund process for all importers who were subject to IEEPA duties. As of September 30, 2026, we received approximately $67 million of IEEPA tariff refunds, including interest. Of this amount, approximately $64 million of benefit is recorded within ‘Cost of sales’ and approximately $3 million of benefit is recorded within ‘Interest income’ in the condensed consolidated statements of operations during the three months ended September 30, 2026.

7
Condensed Consolidated Statements of Cash Flows - Supplemental Disclosures

Nine Months Ended September 30,
20262025
(in thousands)
Cash paid for interest$58,698 $65,873 
Cash paid for income taxes, net of refunds (1)
91,089 126,207 
Cash paid for operating leases87,469 76,537 
Non-Cash Investing and Financing Activities:
Right-of-use assets obtained in exchange for operating lease liabilities, net of terminations$61,725 $89,632 
Accrued purchases of property, equipment, and software
5,813 3,354 
(1) In the fourth quarter of 2025, we revised our presentation for cash paid for income taxes. Previously, cash paid for income taxes was presented excluding income tax refunds received. Under the revised presentation, cash paid for income taxes is presented net of refunds. We believe the revised presentation provides more meaningful and transparent information regarding our operating cash flows. Amounts for the nine months ended September 30, 2025, have been recast to conform to current period presentation.

2. RECENT ACCOUNTING PRONOUNCEMENTS
 
New Accounting Pronouncements Not Yet Adopted

Disaggregation of Income Statement Expenses

In November 2024, with subsequent clarification in January 2025, the FASB issued authoritative guidance related to the disclosure of disaggregation of income statement expenses. This guidance becomes effective for annual periods beginning after December 15, 2026, with early adoption permitted, and should be applied on a prospective basis. We do not expect this standard to have a material impact on our consolidated financial statements, but it will require increased disclosures within the notes to our consolidated financial statements.

Other new pronouncements issued but not effective until after September 30, 2026, are not expected to have a material impact on our condensed consolidated financial statements.

3. GOODWILL AND INTANGIBLE ASSETS, NET

We evaluate the carrying value of our indefinite-lived intangible assets and goodwill at least annually or when an interim triggering event has occurred indicating potential impairment. Any impairment recorded is reflected as a non-cash adjustment to net income (loss) within cash flows from operating activities in the condensed consolidated statements of cash flows.

There was no triggering event or impairment recorded during the three and nine months ended September 30, 2026.

During the three months ended June 30, 2025, there was a triggering event for the HEYDUDE Brand indefinite-lived intangible assets (which consists solely of the HEYDUDE trademark) (the “trademark”) and the HEYDUDE Brand reporting unit (the “reporting unit”) goodwill. The triggering event was due to downward revisions during the second quarter of the fiscal year ended 2025, to our internal HEYDUDE Brand forecast as a result of the extended time we believed it would take us to stabilize the HEYDUDE Brand and return it to growth. This was partly due to the projected impact of a weak U.S. consumer at the time of the triggering event, and the disproportionate impact of tariffs on HEYDUDE Brand products, which became evident in the second quarter of the fiscal year ended 2025. As a result, we completed quantitative assessments for the trademark and the reporting unit goodwill in the second quarter of the fiscal year ended 2025.

For the quantitative assessments, we compared the estimated fair values of the trademark and reporting unit with their respective carrying values. If the carrying value of the trademark or reporting unit exceeded the estimated fair value, an impairment charge was recorded. The quantitative assessments for the trademark and reporting unit goodwill were performed by management with the assistance of third-party valuation specialists.

8
The quantitative assessment of the trademark was performed using the Multi-Period Excess Earnings approach. The primary assumptions developed by management and used in the assessment included annual revenue growth rates averaging approximately 8%, projected earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margins averaging approximately 20%, and a market-based discount rate of 15.0%, which was based on, most significantly, a risk-free rate of return, an equity market risk premium, and a company-specific risk premium. The estimated fair value of the trademark did not exceed its carrying value. In the second quarter of the fiscal year ended 2025, we recorded an impairment charge of $430.0 million within ‘Asset impairments’ in our condensed consolidated statements of operations related to the trademark, after which the estimated fair value equaled its carrying value. This impairment charge reflects lower than previously expected annual revenue growth rates and EBITDA as well as increases in market-based discount rates, specifically the risk-free rate of return, when compared to those used in our most recent annual impairment test completed in the fourth quarter of 2024.

We performed the quantitative assessment for the reporting unit goodwill using the discounted cash flow method. The primary assumptions developed by management and used in the assessment included annual revenue growth rates, projected EBITDA margins, and a market-based discount rate, which was based on, most significantly, a risk-free rate of return, an equity market risk premium, and a company-specific risk premium. The estimated fair value of the reporting unit goodwill did not exceed its carrying value. In the second quarter of the fiscal year ended 2025, we recorded an impairment charge of $307.0 million within ‘Goodwill impairment’ in our condensed consolidated statements of operations related to the reporting unit goodwill, after which the estimated fair value equaled its carrying value. This impairment charge reflects lower than previously expected annual revenue growth rates and EBITDA as well as increases in market-based discount rates, specifically the risk-free rate of return, when compared to those used in our most recent annual impairment test completed in the fourth quarter of 2024.

The changes in goodwill for the nine months ended September 30, 2026, were:
Goodwill
Crocs Brand
HEYDUDE Brand
Total
(in thousands)
Gross goodwill at December 31, 2025$2,424 $710,034 $712,458 
Accumulated impairment
(769)(307,000)(307,769)
Net goodwill at December 31, 20251,655 403,034 404,689 
Changes during the nine months ended September 30, 2026:
Foreign currency translation
(59)— (59)
Gross goodwill at September 30, 2026
2,365 710,034 712,399 
Accumulated impairment
(769)(307,000)(307,769)
Net goodwill at September 30, 2026
$1,596 $403,034 $404,630 
9

‘Intangible assets, net’ reported in the condensed consolidated balance sheets consist of the following:
September 30, 2026December 31, 2025
Gross
Accumulated Amortization
Accumulated
Impairment
NetGross
Accumulated Amortization
Accumulated
Impairment		Net
(in thousands)
Intangible assets subject to amortization:
Capitalized software
$146,707 $(132,724)$— $13,983 $145,954 $(126,000)$— $19,954 
Customer relationships
210,000 (64,750)— 145,250 210,000 (54,250)— 155,750 
Patents, copyrights, and trademarks11,545 (4,684)— 6,861 9,767 (4,240)— 5,527 
Intangible assets not subject to amortization:
HEYDUDE trademark1,570,000 — (430,000)1,140,000 1,570,000 — (430,000)1,140,000 
In progress
5,140 — — 5,140 2,676 — — 2,676 
Other815 — — 815 773 — — 773 
  Total
$1,944,207 $(202,158)$(430,000)$1,312,049 $1,939,170 $(184,490)$(430,000)$1,324,680 

4. ACCRUED EXPENSES AND OTHER LIABILITIES
 
Amounts reported in ‘Accrued expenses and other liabilities’ in the condensed consolidated balance sheets were:
September 30, 2026December 31, 2025
(in thousands)
Accrued compensation and benefits$81,870 $88,242 
Professional services 41,037 53,331 
Fulfillment, freight, and duties39,432 39,720 
Return liabilities24,293 37,960 
Sales/use and value added taxes payable19,875 23,068 
Other
60,026 58,638 
Total accrued expenses and other liabilities$266,533 $300,959 

5. FAIR VALUE MEASUREMENTS
 
Recurring Fair Value Measurements
 
All of our derivative instruments are classified as Level 2 of the fair value hierarchy and are reported in the condensed consolidated balance sheets within either ‘Prepaid expenses and other assets’ or ‘Accrued expenses and other liabilities’ at September 30, 2026, and December 31, 2025. The fair values of our derivative instruments were an insignificant asset and an insignificant liability at September 30, 2026, and an insignificant asset and an insignificant liability at December 31, 2025. See Note 6 — Derivative Financial Instruments for more information.

The carrying amounts of our cash, cash equivalents, and restricted cash approximate their fair value and are classified as Level
1 of the fair value hierarchy. The carrying amounts of our accounts receivable, accounts payable, and current accrued expenses and other liabilities approximate their fair value as recorded due to the short-term maturity of these instruments and are classified as Level 2 of the fair value hierarchy.

10
Our borrowing instruments are recorded at their carrying values in the condensed consolidated balance sheets, which may differ from their respective fair values. The Term Loan B Facility (as defined below) and the Notes (as defined below) are classified as Level 1 of the fair value hierarchy and are reported in our condensed consolidated balance sheet at face value, less unamortized issuance costs. The fair value of our Revolving Facility (as defined below) approximates its carrying value at September 30, 2026, and December 31, 2025, based on interest rates currently available to us for similar borrowings. The carrying value and fair value of our borrowing instruments as of September 30, 2026, and December 31, 2025, were:
September 30, 2026December 31, 2025
Carrying ValueFair ValueCarrying ValueFair Value
(in thousands)
Term Loan B Facility$500,000 $503,125 $500,000 $504,063 
2029 Notes350,000 332,677 350,000 339,304 
2031 Notes350,000 315,403 350,000 323,971 
Revolving Facility113,000 113,000 62,000 62,000 

Non-Financial Assets and Liabilities

Our non-financial assets, which primarily consist of property and equipment, right-of-use assets, goodwill, and other intangible assets, are not required to be carried at fair value on a recurring basis and are reported at carrying value.

The fair values of these assets were determined based on Level 3 measurements, including estimates of the amount and timing of future cash flows based upon historical experience, expected market conditions, and management’s plans. We recorded impairments within ‘Asset impairments’ in our condensed consolidated statements of operations as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(in thousands)
Indefinite-lived trademark impairment (1)
$— $— $— $430,000 
Goodwill impairment (1)
— — — 307,000 
Leasehold improvement asset impairment (2)
— — 3,301 — 
Information technology systems impairment (3)
— — — 1,115 
Total asset impairments$— $— $3,301 $738,115 
(1) During the nine months ended September 30, 2025, we recognized impairment charges of $430.0 million and $307.0 million to our indefinite-lived HEYDUDE trademark and HEYDUDE Brand reporting unit goodwill, respectively. Refer to Note 3 — Goodwill and Intangible Assets, Net for additional information.
(2) During the nine months ended September 30, 2026, we recognized impairment charges of $3.3 million for certain HEYDUDE retail stores.
(3) During the nine months ended September 30, 2025, we recognized an impairment of $1.1 million related to the discontinuation of an information technology project.

6. DERIVATIVE FINANCIAL INSTRUMENTS
 
We transact business in various foreign entities and are therefore exposed to foreign currency exchange rate risk that impacts the reported U.S. Dollar (“USD”) amounts of revenues, expenses, and certain foreign currency monetary assets and liabilities. In order to manage exposure to fluctuations in foreign currency and to reduce the volatility in earnings caused by fluctuations in foreign exchange rates, we may enter into forward contracts to buy and sell foreign currency. By policy, we do not enter into these contracts for trading purposes or speculation.

Counterparty default risk is considered low because the forward contracts we enter into are over-the-counter instruments transacted with highly-rated financial institutions. We were not required to and did not post collateral as of September 30, 2026, or December 31, 2025.

Our derivative instruments are recorded at fair value as a derivative asset or liability in the condensed consolidated balance sheets within either ‘Prepaid expenses and other assets’ or ‘Accrued expenses and other liabilities’ at September 30, 2026, and December 31, 2025. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a
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hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged transactions in a cash flow hedge. We may enter into derivative contracts that are intended to economically hedge certain components of its risk, even though hedge accounting does not apply, or we elect not to apply hedge accounting.

We report derivative instruments with the same counterparty on a net basis when a master netting arrangement is in place. For the condensed consolidated statements of cash flows, we classify cash flows from derivative instruments at settlement in the same category as the cash flows from the related hedged items within ‘Cash provided by operating activities.’

As of September 30, 2026, we have derivatives not designated as hedging instruments (“non-hedged derivatives”), which consist of foreign currency forward contracts primarily used to hedge monetary assets and liabilities denominated in non-functional currencies. For our non-hedged derivatives, changes in fair value are recognized within ‘Foreign currency gains (losses), net’ in the condensed consolidated statements of operations.

We also have cash flow hedges (“hedged derivatives”) as of September 30, 2026. We are exposed to fluctuations in various foreign currencies against our functional currency, the U.S. Dollar. Specifically, we have subsidiaries that transact in currencies other than their functional currency. We use cash flow hedges to minimize the variability in cash flows caused by fluctuations in foreign currency exchange rates related to our external sales and external purchases of inventory. Currency forward agreements involve fixing the exchange rates for delivery of a specified amount of foreign currency on a specified date. The currency forward agreements are typically cash settled in USD for their fair value at or close to their settlement date. We may also use currency option contracts under which we will pay a premium for the right to sell a specified amount of a foreign currency prior to the maturity date of the option.

For derivatives designated and that qualify as cash flow hedges of foreign exchange risk, the gain or loss on the derivative is recorded in ‘Accumulated other comprehensive loss’ in the condensed consolidated balance sheets. In the period during which the hedged transaction affects earnings, the related gain or loss is subsequently reclassified to ‘Revenues’ or ‘Cost of sales’ in the condensed consolidated statements of operations, which is consistent with the nature of the hedged transaction. During both the three and nine months ended September 30, 2026, there was an insignificant gain recognized due to reclassification from ‘Accumulated other comprehensive loss’ to ‘Revenues’ or ‘Cost of sales’ related to our hedged derivatives. During the three and nine months ended September 30, 2025, there was a loss of $0.1 million and a gain of $0.3 million, respectively, recognized due to reclassification from ‘Accumulated other comprehensive loss’ to ‘Revenues’ or ‘Cost of sales’ related to our hedged derivatives. During the next twelve months, we estimate that a gain of $0.1 million will be reclassified to our condensed consolidated statements of operations.

The fair values of derivative assets and liabilities, net, all of which are classified as Level 2, are reported within either ‘Prepaid expenses and other assets’ or ‘Accrued expenses and other liabilities’ in the condensed consolidated balance sheets and were:
September 30, 2026December 31, 2025
Derivative AssetsDerivative LiabilitiesDerivative AssetsDerivative Liabilities
(in thousands)
Non-hedged derivatives:
Forward foreign currency exchange contracts$— $(232)$888 $(291)
Hedged derivatives:
Cash flow foreign currency contracts475 (302)109 (961)
Total derivatives475 (534)997 (1,252)
Netting of counterparty contracts(55)55 (268)268 
Total derivatives, net of counterparty contracts$420 $(479)$729 $(984)

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The notional amounts of outstanding foreign currency forward exchange contracts presented below report the total U.S. Dollar equivalent position and the net contract fair values for each foreign currency position.
September 30, 2026December 31, 2025
NotionalFair ValueNotionalFair Value
(in thousands)
Non-hedged derivatives:
British Pound Sterling$— $— $69,908 $(154)
South Korean Won— — 18,690 257 
Euro— — 12,712 18 
Brazilian Real10,727 (40)12,026 28 
Japanese Yen5,593 (192)7,882 354 
Canadian Dollar— — 4,938 94 
Total non-hedged derivatives16,320 (232)126,156 597 
Hedged derivatives:
Euro9,455 371 39,909 (279)
South Korean Won3,043 (223)23,963 (494)
Japanese Yen1,139 42 9,342 109 
British Pound Sterling1,332 5 7,931 (82)
Australian Dollar1,587 (79)7,677 (46)
Canadian Dollar1,578 57 7,595 (60)
Total hedged derivatives18,134 173 96,417 (852)
Total derivatives$34,454 $(59)$222,573 $(255)
Latest maturity date, non-hedged derivativesOctober 2026January 2026
Latest maturity date, hedged derivativesDecember 2026December 2026

Amounts reported in ‘Foreign currency gains (losses), net’ in the condensed consolidated statements of operations include both realized and unrealized gains and losses from foreign currency transactions and derivative contracts and were:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(in thousands)
Foreign currency transaction gains (losses)
$2,013 $2,510 $(1,866)$7,871 
Foreign currency forward exchange contracts (losses) gains
(737)447 (785)393 
Foreign currency gains (losses), net
$1,276 $2,957 $(2,651)$8,264 

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7. BORROWINGS
 
Our long-term borrowings were as follows:
MaturityStated Interest RateEffective Interest RateSeptember 30, 2026December 31, 2025
(in thousands)
Notes issuance of $350.0 million
20294.250 %4.64 %$350,000 $350,000 
Notes issuance of $350.0 million
20314.125 %4.35 %350,000 350,000 
Term Loan B Facility2029500,000 500,000 
Revolving Facility
2027
113,000 62,000 
Total face value of long-term borrowings1,313,000 1,262,000 
Less:
Unamortized issuance costs23,956 31,115 
Total long-term borrowings$1,289,044 $1,230,885 

At September 30, 2026, and December 31, 2025, $2.9 million and $10.2 million, respectively, of accrued interest related to our borrowings was reported in ‘Accounts payable’ in the condensed consolidated balance sheets.

Senior Revolving Credit Facility

The Company and certain of its subsidiaries (the “Borrowers”) are parties to a credit agreement (as amended, the “Revolving Credit Agreement”) that provides for a senior secured revolving credit facility with aggregate commitments of $1.0 billion (the “Revolving Facility”). Subject to the terms of the Revolving Credit Agreement and lender commitments, the Borrowers may increase the commitments under the Revolving Facility by up to an additional $400.0 million, subject to certain conditions. The Revolving Facility matures in November 2027.

As of September 30, 2026, we had $113.0 million of outstanding borrowings and $0.6 million of outstanding letters of credit, which reduced availability under the Revolving Facility. As of September 30, 2026 and December 31, 2025, availability under the Revolving Facility was $886.4 million and $937.4 million, respectively.

Term Loan B Facility

The Company is party to a credit agreement (as amended, the “Term Loan B Credit Agreement”) that provides for a senior secured term loan facility (the “Term Loan B Facility”). As of September 30, 2026, the Term Loan B Facility was fully drawn with no remaining borrowing capacity, and we had $500.0 million in outstanding principal on the Term Loan B Facility.

Asia Revolving Credit Facility

The Company maintains a revolving credit facility with Citibank (China) Company Limited, Shanghai Branch (the “Asia Revolving Facility”), which provides borrowing capacity of up to $15.0 million (or its equivalent in local currency). As of September 30, 2026, and December 31, 2025, there were no outstanding borrowings under the Asia Revolving Facility.

Senior Notes Issuances

The Company has $350.0 million aggregate principal amount of 4.250% Senior Notes due March 15, 2029, (the “2029 Notes”) outstanding. Additionally, the Company has $350.0 million aggregate principal amount of 4.125% Senior Notes due August 15, 2031, (the “2031 Notes”) outstanding. Interest on each of the 2029 Notes and the 2031 Notes (collectively, the “Notes”) is payable semi-annually.

The Company was in compliance with all financial covenants as of September 30, 2026.

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8. COMMON STOCK REPURCHASE PROGRAM 

During the three months ended September 30, 2026, we repurchased 2.0 million shares of our common stock at a cost of $250.0 million, including commissions. During the nine months ended September 30, 2026, we repurchased 4.4 million shares of our common stock at a cost of $500.6 million, including commissions. During the three months ended September 30, 2025, we repurchased 2.4 million shares of our common stock at a cost of $202.9 million, including commissions. During the nine months ended September 30, 2025, we repurchased 4.4 million shares of our common stock at a cost of $397.0 million, including commissions.

As of September 30, 2026, and December 31, 2025, we had an accrual recorded for the stock repurchase excise tax of $4.6 million and $5.5 million, respectively, which is reported in ‘Accrued expenses and other liabilities’ and ‘Treasury stock’ in our condensed consolidated balance sheets.

As of September 30, 2026, we had remaining authorization to repurchase $1.7 billion of our common stock, subject to restrictions under our debt agreements.

9. REVENUES

Revenues by reportable operating segment, geography, and channel were:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(in thousands)
Crocs Brand:
North America:
Wholesale$137,226 $144,353 $428,172 $481,563 
Direct-to-consumer301,143 303,352 814,856 791,789 
Total North America (1)
438,369 447,705 1,243,028 1,273,352 
International:
Wholesale225,139 220,003 821,514 824,276 
Direct-to-consumer209,213 168,521 576,032 459,799 
Total International434,352 388,524 1,397,546 1,284,075 
Total Crocs Brand$872,721 $836,229 $2,640,574 $2,557,427 
Crocs Brand:
Total Wholesale
$362,365 $364,356 $1,249,686 $1,305,839 
Total Direct-to-consumer
510,356 471,873 1,390,888 1,251,588 
Total Crocs Brand872,721 836,229 2,640,574 2,557,427 
HEYDUDE Brand:
Wholesale79,087 69,402 245,053 279,855 
Direct-to-consumer90,775 90,670 257,881 245,725 
Total HEYDUDE Brand (2)
169,862 160,072 502,934 525,580 
Total consolidated revenues$1,042,583 $996,301 $3,143,508 $3,083,007 
(1) North America includes the United States and Canada.
(2) The vast majority of HEYDUDE Brand revenues are derived from North America.

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10. INCOME TAXES

Income tax expense and effective tax rates were:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(in thousands, except effective tax rate)
Income (loss) before income taxes$277,434 $189,428 $720,201 $(54,240)
Income tax expense 60,679 43,612 161,003 132,123 
Effective tax rate21.9 %23.0 %22.4 %(243.6%)

During the three months ended September 30, 2026, income tax expense increased $17.1 million compared to the same period in 2025. The effective tax rate for the three months ended September 30, 2026, was 21.9% compared to an effective tax rate of 23.0% for the same period in 2025. The change in the effective tax rate was the result of a shift in the mix of our domestic and foreign earnings. Our effective income tax rate, for each period presented, also differs from the federal U.S. statutory rate due to differences in income tax rates between U.S. and foreign jurisdictions.

During the nine months ended September 30, 2026, income tax expense increased $28.9 million compared to the same period in 2025. The effective tax rate for the nine months ended September 30, 2026, was 22.4% compared to an effective tax rate of (243.6)% for the same period in 2025. The change in the effective tax rate was the result of year-to-date tax expense compared to the impact of the income (loss) before income taxes related to the impairments of the indefinite-lived HEYDUDE trademark and HEYDUDE Brand reporting unit goodwill in the nine months ended September 30, 2025. As a result of a prior year intra-entity transaction, the value of the intellectual property for tax purposes is subject to revaluation and therefore there are not similar impacts for tax as a result of the intellectual property impairment. Our effective income tax rate, for each period presented, also differs from the federal U.S. statutory rate due to differences in income tax rates between U.S. and foreign jurisdictions.

Pillar Two Global Minimum Tax

The Organization for Economic Co-operation and Development (“OECD”) has released Pillar Two model rules introducing a 15% global minimum tax rate applied on a country-by-country basis for large multinational corporations. Various jurisdictions we operate in have enacted the legislation. In January 2026, the OECD released additional guidance that excludes U.S. parented companies from most of the scope of Pillar Two taxes, specifically the Income Inclusion Rule and Undertaxed Profits Rule effective as of 2026. We are monitoring continuing development of these laws and the potential impact they will have on our Company. We do not anticipate the Pillar Two rules will have a significant impact on our 2026 consolidated financial statements.

H.R.1 Tax Act Bill

On July 4, 2025, H.R.1. was signed into law, amending and extending several provisions of the 2017 Tax Cuts and Jobs Act. Key changes relevant to the Company include the reinstatement of 100% bonus depreciation, the deductibility of domestic R&D expenses, and modifications to international provisions. The Company applied the provisions of the new tax law in 2026 and it did not have a significant impact on our 2026 consolidated financial statements.

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11. EARNINGS PER SHARE
 
Basic and diluted earnings per common share (“EPS”) for the three and nine months ended September 30, 2026, and 2025, were:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(in thousands, except per share data)
Numerator:
Net income (loss)
$216,755 $145,816 $559,198 $(186,363)
Denominator:
Weighted average common shares outstanding - basic
47,413 53,641 48,925 55,169 
Plus: Dilutive effect of stock options and unvested restricted stock units
541 348 493 — 
Weighted average common shares outstanding - diluted
47,954 53,989 49,418 55,169 
Net income (loss) per common share:
Basic$4.57 $2.72 $11.43 $(3.38)
Diluted$4.52 $2.70 $11.32 $(3.38)

In the three and nine months ended September 30, 2026, an insignificant number of outstanding shares issued under share-based compensation awards were anti-dilutive and therefore excluded from the calculation of diluted EPS. In the three and nine months ended September 30, 2025, 0.1 million and 0.5 million outstanding shares issued under share-based compensation awards were anti-dilutive, respectively. Therefore, we excluded these anti-dilutive awards from the calculation of diluted EPS.

12. COMMITMENTS AND CONTINGENCIES

Purchase Commitments

As of September 30, 2026, we had purchase commitments to third-party manufacturers, primarily for materials and supplies used in the manufacture of our products, for an aggregate of $307.5 million. We expect to fulfill our commitments under these agreements in the normal course of business, and as such, no liability has been recorded.

Other

We are regularly subject to, and are currently undergoing, audits by various tax authorities in the U.S. and several foreign jurisdictions, including customs duties, import, and other taxes for prior tax years.

During our normal course of business, we may make certain indemnities, commitments, and guarantees under which we may be required to make payments in relation to certain matters. We cannot determine a range of estimated future payments and have not recorded any liability for such payments in the accompanying condensed consolidated balance sheets.

See Note 14 — Legal Proceedings for further details regarding potential loss contingencies related to government tax audits and
other current legal proceedings.

13. OPERATING SEGMENTS

We have two reportable operating segments: the Crocs Brand and the HEYDUDE Brand. Each of the reportable operating segments derives its revenues from the sale of footwear and accessories to external customers.

Additionally, ‘Enterprise corporate’ costs include global corporate costs associated with both brands, including legal, information technology, human resources, and finance.

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Each segment’s performance is evaluated based on segment results without allocating Enterprise corporate expenses. Segment profits or losses include adjustments to eliminate inter-segment sales. Reconciling items between segment income from operations and income from operations consist of unallocated Enterprise corporate expenses. Our chief operating decision maker is Andrew Rees, Chief Executive Officer. Mr. Rees uses income from operations as a measure of profit or loss. Mr. Rees considers the performance of these measures against management expectations when making decisions about the allocation of operating and capital resources to each segment.

We do not report asset information by segment because that information is not used to evaluate performance or allocate resources between segments.

The following tables set forth information related to reportable operating segments:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(in thousands)
Crocs Brand:
Revenues
$872,721 $836,229 $2,640,574 $2,557,427 
Cost of sales
273,840 319,342 959,516 963,234 
Selling, general and administrative expenses264,535 244,168 741,473 689,475 
Income from operations
334,346 272,719 939,585 904,718 
HEYDUDE Brand:
Revenues
169,862 160,072 502,934 525,580 
Cost of sales
76,308 92,402 264,583 280,673 
Selling, general and administrative expenses55,532 60,920 158,558 183,859 
Asset impairments
— — 3,301 737,000 
Income (loss) from operations
38,022 6,750 76,492 (675,952)
Total segment income from operations
$372,368 $279,469 $1,016,077 $228,766 
Reconciliation of segment income from operations to income (loss) before income taxes:
Enterprise corporate costs$(80,441)$(71,809)$(237,628)$(225,648)
Foreign currency gains (losses), net1,276 2,957 (2,651)8,264 
Interest income3,343 531 4,261 1,235 
Interest expense(19,059)(21,711)(59,427)(67,000)
Other (expense) income, net
(53)(9)(431)143 
Income (loss) before income taxes
$277,434 $189,428 $720,201 $(54,240)
Depreciation and amortization: (1)
Crocs Brand
$10,663 $10,269 $31,112 $29,274 
HEYDUDE Brand5,963 6,108 17,911 17,299 
Enterprise corporate 3,963 3,949 11,852 11,764 
Total consolidated depreciation and amortization
$20,589 $20,326 $60,875 $58,337 
(1) The amounts of depreciation and amortization disclosed by reportable segment and ‘Enterprise corporate’ are included within ‘Cost of sales’ and ‘Selling, general and administrative expenses.’

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14. LEGAL PROCEEDINGS

On January 22, 2025, a putative class action lawsuit titled Carretta v. Crocs, Inc., et al., Case No. 1:25-cv-00096, was filed in the District Court for the District of Delaware against the Company and certain of its current officers. On December 15, 2025, lead plaintiffs filed an amended complaint on behalf of a purported class consisting of all purchasers of the Company’s common stock between August 4, 2022, and October 28, 2024, inclusive. The amended complaint asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 based on allegedly false and misleading statements related to the Company’s wholesaler inventory and its alleged impact on the Company’s revenue. The amended complaint seeks unspecified damages, an award of costs and expenses, and other unspecified relief.

Four purported shareholders of the Company have filed derivative actions against certain of its current directors and officers, as well as the Company as a nominal defendant, alleging claims for breach of fiduciary duties, aiding and abetting breach of fiduciary duties, unjust enrichment, insider trading, waste of corporate assets, abuse of control, and gross mismanagement related to the Company’s wholesaler inventory and its alleged impact on the Company’s revenue. They seek damages and changes to the Company’s corporate governance structure. See James O’Connor v. Smach, et. al., C.A. No. 1:25-cv-00576 (D. Colo.); The Berger Trust v. Rees, et. al., C.A. No. 1:25-cv-00597 (D. Colo.); Sarabia v. Rees, et. al., C.A. No. 2025CV30069 (Dist. Ct. Broomfield Cnty., Colo.); Lesanto v. Bickley, et. al., C.A. No. 2025CV30071 (Dist. Ct. Broomfield Cnty., Colo.).

The Company and its directors and officers intend to vigorously defend these actions in all respects. The Company is not in a position to assess the likelihood of any potential loss or adverse effect on its financial condition or to estimate the amount or range of potential loss, if any, from these actions at this time.

For legal claims and disputes, we have accrued estimated losses of $0.6 million within ‘Accrued expenses and other liabilities’ in the condensed consolidated balance sheet as of September 30, 2026. As we are able, we estimate reasonably possible losses or a range of reasonably possible losses. As of September 30, 2026, we estimated that reasonably possible losses associated with these claims and other disputes were an insignificant amount.

Although we are subject to other litigation from time to time in the ordinary course of business, including employment, intellectual property, and product liability claims, other than as set forth above, we are not party to any other pending legal proceedings that we believe would reasonably have a material adverse impact on our business, financial results, and cash flows.

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Table of Contents
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Business Overview

Crocs, Inc. and our consolidated subsidiaries (collectively the “Company,” “we,” “us,” or “our”) are engaged in the design, development, worldwide marketing, distribution, and sale of casual lifestyle footwear and accessories for all. We strive to be the world leader in innovative casual footwear for all, combining comfort and style with a value that consumers want.

Known or Anticipated Trends

Based on our recent operating results and current perspectives on our operating environment, we anticipate certain trends will continue to impact our operating results:

•We continue to operate in an environment where consumers are feeling the effects of elevated interest rates, inflation, and future expected price increases, among other things, and as a result, there is more pressure on discretionary spending. Given this, our wholesale partners are also acting cautiously. In addition, geopolitical tensions have remained elevated across the globe and are having an adverse impact on the global economy. Most recently, the conflict in the Middle East has caused, and may continue to cause, a reduction in our revenues for several of our distributor markets and an increase in the costs of raw materials and transportation associated with elevated oil prices. Furthermore, as of September 30, 2026, the United States (“U.S.”) has imposed tariffs on foreign imports from multiple countries ranging from 10% to 12.5%, including countries most relevant to us such as Vietnam, China, Indonesia, India, and Cambodia. On February 20, 2026, the United States Supreme Court ruled the President did not have the requisite authority to impose tariffs under the International Emergency Economic Powers Act (“IEEPA”). On March 4, 2026, the Court of International Trade ordered U.S. Customs and Border Protection to begin the refund process for all importers who were subject to IEEPA duties. While the timing remains uncertain, we currently estimate that we are eligible to receive a total of approximately $75 million to $80 million in refunds related to these tariffs, including interest. As of September 30, 2026, we received approximately $67 million of IEEPA tariff refunds, including interest. Of this amount, approximately $64 million of benefit is recorded within ‘Cost of sales’ and approximately $3 million of benefit is recorded within ‘Interest income’ in the condensed consolidated statements of operations during the three months ended September 30, 2026. These refunds are non-recurring. The tariffs that remain in effect continue to increase our product costs. At this time, it remains unclear what additional actions, if any, will be taken by the U.S. or other governments with respect to international trade agreements, the imposition of additional tariffs on goods imported into the U.S., tax policy related to international commerce, increased export control, sanctions and investment restrictions, trade matters, war, or foreign policy in general. We are continuing to monitor developments with respect to these policy changes and proposals.
•We continue to make progress on our long-term strategic initiatives, including prioritizing growth in North America for both brands. Specifically for the Crocs Brand, we believe this will be driven by product innovation, diversification within key product categories, including growth within our sandals business, and ultimately prioritizing stricter segmentation and pricing discipline across the marketplace. For the HEYDUDE Brand, we are focused on our core consumer, refining our product offering within the slip-on category, and refreshing the marketplace. For both brands, scaling digital capabilities continues to be a priority.
•Our liquidity position remains strong with $163.5 million in cash and cash equivalents and $901.4 million in available borrowing capacity as of September 30, 2026. Our total borrowings were $1.3 billion as of September 30, 2026. We repurchased $250.0 million of our common stock during the quarter.

Use of Non-GAAP Financial Measures

In addition to financial measures presented on the basis of accounting principles generally accepted in the United States of America (“U.S. GAAP”), we present certain information related to our results of operations through “constant currency,” which is a non-GAAP financial measure and should be viewed as a supplement to our results of operations and presentation of reportable segments under U.S. GAAP. Constant currency represents current period results that have been retranslated using prior year average foreign exchange rates for the comparative period to enhance the visibility of the underlying business trends, excluding the impact of foreign currency exchange rates on reported amounts.

Management uses constant currency to assist in comparing business trends from period to period on a consistent basis in communications with the Board, stockholders, analysts, and investors concerning our financial performance. We believe constant currency is useful to investors and other users of our condensed consolidated financial statements as an additional tool
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Table of Contents
to evaluate operating performance and trends. Investors should not consider constant currency in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP.

Key Performance Indicators

Management utilizes the key performance metrics of gross margin and operating margin to gauge the Company’s operational efficiency and market competitiveness, identify trends, formulate financial projections, and make strategic decisions. Management continuously monitors and analyzes these metrics in an effort to ensure we remain agile, competitive, and aligned with our long-term growth objectives. The titles and/or definitions of certain of these metrics may vary from company to company. As a result, our calculation of certain of these metrics may not be comparable to similarly titled metrics used by other companies.

Gross Margin

Gross margin is defined as gross profit divided by revenues. Management uses this metric and believes it is useful for investors because it provides insights into profitability, cost management, and pricing strategy.

Operating Margin

Operating margin is defined as income from operations divided by revenues. Management uses this metric and believes it is useful for investors because it provides a comprehensive view of profitability from its core business operations, excluding the effects of financing and tax considerations.

Third Quarter 2026 Financial and Operational Highlights

Revenues were $1,042.6 million for the third quarter of 2026, a 4.6% increase compared to the third quarter of 2025. The increase was due to the net effects of: (i) higher unit sales volume in both brands, which resulted in an increase in revenues of $37.6 million, or 3.8%; (ii) higher average selling price on a constant currency basis (“ASP”) driven by the Crocs Brand, which increased revenues by $9.0 million, or 0.9%; and (iii) net changes in exchange rates, which were approximately flat.

The following were significant developments affecting our businesses and capital structure during the three months ended September 30, 2026:

•Crocs Brand revenues increased by 4.4% on a reported and constant currency basis, compared to the same period in 2025. HEYDUDE Brand revenues increased 6.1%, or 6.2% on a constant currency basis, compared to the same period in 2025.
•Gross margin was 66.2%, an increase of 770 basis points from last year’s third quarter, primarily due to IEEPA refunds and lower duties for both brands. Favorable channel mix and lower product costs in the Crocs Brand also contributed to the increase, partially offset by unfavorable product mix in the Crocs Brand.
•Selling, general and administrative expenses (“SG&A”) were $397.8 million compared to $375.3 million in the third quarter of 2025, primarily due to higher costs in the direct-to-consumer (“DTC”) channel, including investments in the channel driven by the Crocs Brand. Higher compensation and marketing costs for the Crocs Brand also contributed to the increase. As a percent of revenues, SG&A increased to 38.2% of revenues compared to 37.7% of revenues in the third quarter of 2025.
•Income from operations increased to $291.9 million from $207.7 million in last year’s third quarter. Net income was $216.8 million, or $4.52 per diluted share, compared to $145.8 million, or $2.70 per diluted share, in last year’s third quarter.

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Results of Operations
Three Months Ended September 30,Nine Months Ended September 30,% Change
Favorable (Unfavorable)
2026202520262025
Q3 2026-2025
YTD 2026-2025
($ in thousands, except per share data)
Revenues
$1,042,583$996,301$3,143,508$3,083,0074.6 %2.0 %
Cost of sales
352,849413,2931,230,1221,249,61414.6 %1.6 %
Gross profit
689,734583,0081,913,3861,833,39318.3 %4.4 %
Selling, general and administrative expenses
397,807375,3481,131,6361,092,160(6.0)%(3.6)%
Goodwill impairment
———307,000— %100.0 %
Asset impairments
——3,301431,115— %99.2 %
Income from operations
291,927207,660778,4493,11840.6 %24,866.3 %
Foreign currency gains (losses), net
1,2762,957(2,651)8,264(56.8)%(132.1)%
Interest income
3,3435314,2611,235529.6 %245.0 %
Interest expense
(19,059)(21,711)(59,427)(67,000)12.2 %11.3 %
Other (expense) income, net
(53)(9)(431)143(488.9)%(401.4)%
Income (loss) before income taxes
277,434189,428720,201(54,240)46.5 %1,427.8 %
Income tax expense
60,67943,612161,003132,123(39.1)%(21.9)%
Net income (loss)
$216,755$145,816$559,198$(186,363)48.6 %400.1 %
Net income (loss) per common share:
Basic
$4.57 $2.72 $11.43 $(3.38)68.0 %438.2 %
Diluted
$4.52 $2.70 $11.32 $(3.38)67.4 %434.9 %
Gross margin (1)
66.2 %58.5 %60.9 %59.5 %770 bp140 bp
Operating margin (1)
28.0 %20.8 %24.8 %0.1 %720 bp2,470 bp
(1) Changes for gross margin and operating margin are shown in basis points (“bp”).

Revenues By Channel
Three Months Ended September 30,Nine Months Ended September 30,% Change
Constant Currency % Change (1)
Favorable (Unfavorable)
2026202520262025
Q3 2026-2025
YTD 2026-2025
Q3 2026-2025
YTD 2026-2025
(in thousands)
Crocs Brand:
Wholesale$362,365 $364,356 $1,249,686 $1,305,839 (0.5)%(4.3)%(0.4)%(5.5)%
Direct-to-consumer510,356 471,873 1,390,888 1,251,588 8.2 %11.1 %8.2 %10.2 %
Total Crocs Brand872,721 836,229 2,640,574 2,557,427 4.4 %3.3 %4.4 %2.3 %
HEYDUDE Brand:
Wholesale79,087 69,402 245,053 279,855 14.0 %(12.4)%14.1 %(12.9)%
Direct-to-consumer90,775 90,670 257,881 245,725 0.1 %4.9 %0.2 %4.9 %
Total HEYDUDE Brand169,862 160,072 502,934 525,580 6.1 %(4.3)%6.2 %(4.6)%
Total consolidated revenues$1,042,583 $996,301 $3,143,508 $3,083,007 4.6 %2.0 %4.6 %1.1 %
(1) Reflects year over year change as if the current period results were in constant currency, which is a non-GAAP financial measure. See “Use of Non-GAAP Financial Measures” above for more information.

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Revenues. In the three months ended September 30, 2026, revenues increased compared to the same period in 2025, primarily due to higher unit sales volume of $37.6 million, or 3.8%, driven by both brands and higher ASP of $9.0 million, or 0.9%, driven by increased pricing in both brands and favorable channel mix in the Crocs Brand, partially offset by unfavorable channel mix in the HEYDUDE Brand and unfavorable product mix in both brands. Net foreign currency fluctuations were approximately flat.

Revenues also increased in the nine months ended September 30, 2026, primarily due to higher ASP of $89.3 million, or 2.9%, driven by favorable channel mix and increased pricing in both brands, partially offset by unfavorable product mix in both brands. Net foreign currency fluctuations also increased revenues by $27.7 million, or 0.9%, primarily due to favorable fluctuations in the Chinese Yuan and Euro, partially offset by unfavorable fluctuations in the South Korean Won, Indian Rupee, and Japanese Yen. The overall increase in revenues was partially offset by lower unit sales volume of $56.5 million, or 1.8%, driven by both brands.

Gross margin. Gross margin increased in the three months ended September 30, 2026, to 66.2% compared to 58.5% in the same period in 2025, primarily due to IEEPA refunds of 630 basis points, lower duties of 130 basis points, favorable channel mix of 70 basis points, and lower product costs in the Crocs Brand of 40 basis points, partially offset by unfavorable product mix in the Crocs Brand of 130 basis points.

Gross margin in the nine months ended September 30, 2026, was 60.9% compared to 59.5% in 2025. This was primarily driven by IEEPA refunds of 210 basis points, favorable channel mix of 50 basis points, and lower product costs in the Crocs Brand of 50 basis points, partially offset by unfavorable product mix in the Crocs Brand of 110 basis points and incremental duties of 40 basis points.

Selling, general and administrative expenses. SG&A increased $22.5 million, or 6.0%, during the three months ended September 30, 2026, compared to the same period in 2025, primarily due to higher DTC costs of $9.2 million, driven by increased share of marketplaces and rent expense as a result of investments in the channel. Increased compensation costs of $3.7 million, increased variable marketing costs driven by the Crocs Brand of $3.7 million, and other net increases in other costs of $5.9 million also contributed to the increase.

SG&A expenses increased $39.5 million, or 3.6%, during the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to higher DTC costs of $29.4 million, driven by increased share of marketplaces and rent expense as a result of investments in the channel. Increased compensation costs of $9.8 million and other net increases in other costs of $9.3 million also contributed to the increase. The overall increase in SG&A was partially offset by reduced marketing costs of $9.0 million, driven by the HEYDUDE Brand as part of our previously announced cost savings initiatives.

Goodwill and Asset impairments. In the three months ended September 30, 2026, and 2025, there were no impairments. During the nine months ended September 30, 2026, there were impairment charges of $3.3 million related to HEYDUDE leasehold improvement assets. Impairments were $738.1 million during the nine months ended September 30, 2025, primarily due to non-cash impairment charges of $430.0 million related to the indefinite-lived HEYDUDE trademark and $307.0 million for HEYDUDE Brand reporting unit goodwill. For additional information, refer to Note 3 — Goodwill and Intangible Assets, Net in the accompanying notes to the condensed consolidated financial statements included in Part I - Item 1. Financial Statements of this Quarterly Report on Form 10-Q.

Foreign currency gains (losses), net. Foreign currency gains (losses), net, consist of realized and unrealized foreign currency gains and losses from the remeasurement and settlement of monetary assets and liabilities denominated in non-functional currencies as well as realized and unrealized gains and losses on foreign currency derivative instruments. During the three months ended September 30, 2026, we recognized realized and unrealized net foreign currency gains of $1.3 million compared to gains of $3.0 million during the three months ended September 30, 2025.

During the nine months ended September 30, 2026, we recognized realized and unrealized net foreign currency losses of $2.7 million compared to gains of $8.3 million during the nine months ended September 30, 2025.

Interest Income. Interest income during the three months ended September 30, 2026, increased $2.8 million compared to the three months ended September 30, 2025. Interest income during the nine months ended September 30, 2026, increased $3.0 million compared to the nine months ended September 30, 2025. The increase in interest income for the three and nine months ended September 30, 2026, was due to interest on IEEPA tariff refunds received during the three months ended September 30, 2026 that were not present in the prior year.

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Interest expense. Interest expense during the three months ended September 30, 2026, decreased $2.7 million, or 12.2%, compared to the three months ended September 30, 2025. Interest expense during the nine months ended September 30, 2026, decreased $7.6 million, or 11.3%, compared to the nine months ended September 30, 2025. The decrease in interest expense for the three and nine months ended September 30, 2026, was due to lower outstanding borrowings on the Revolving Facility (as defined herein) and lower weighted average interest rates on the Term Loan B Facility (as defined herein) and the Revolving Facility in the current year.

Income tax expense. During the three months ended September 30, 2026, income tax expense increased $17.1 million compared to the same period in 2025. The effective tax rate for the three months ended September 30, 2026, was 21.9% compared to an effective tax rate of 23.0% for the same period in 2025. The change in the effective tax rate was the result of a shift in the mix of our domestic and foreign earnings. Our effective income tax rate, for each period presented, also differs from the federal U.S. statutory rate due to differences in income tax rates between U.S. and foreign jurisdictions.

During the nine months ended September 30, 2026, income tax expense increased $28.9 million compared to the same period in 2025. The effective tax rate for the nine months ended September 30, 2026, was 22.4% compared to an effective tax rate of (243.6)% for the same period in 2025. The change in the effective tax rate was the result of year-to-date tax expense compared to the impact of the income (loss) before income taxes related to the impairments of the indefinite-lived HEYDUDE trademark and HEYDUDE Brand reporting unit goodwill in the nine months ended September 30, 2025. As a result of a prior year intra-entity transaction, the value of the intellectual property for tax purposes is subject to revaluation and therefore there are not similar impacts for tax as a result of the intellectual property impairment. Our effective income tax rate, for each period presented, also differs from the federal U.S. statutory rate due to differences in income tax rates between U.S. and foreign jurisdictions.

Reportable Operating Segments

The following table sets forth information related to our reportable operating segments, including a comparison of revenues and operating income by segment:
Three Months Ended September 30,Nine Months Ended September 30,% Change
Constant Currency
% Change (1)
Favorable (Unfavorable)
2026202520262025
Q3 2026-2025
YTD 2026-2025
Q3 2026-2025
YTD 2026-2025
(in thousands)
Revenues:
Crocs Brand revenues
$872,721 $836,229 $2,640,574 $2,557,427 4.4 %3.3 %4.4 %2.3 %
HEYDUDE Brand revenues169,862 160,072 502,934 525,580 6.1 %(4.3)%6.2 %(4.6)%
Total consolidated revenues
$1,042,583 $996,301 $3,143,508 $3,083,007 4.6 %2.0 %4.6 %1.1 %
Income from operations:
Crocs Brand income from operations
$334,346 $272,719 $939,585 $904,718 22.6 %3.9 %23.5 %3.2 %
HEYDUDE Brand income (loss) from operations
38,022 6,750 76,492 (675,952)463.3 %111.3 %445.9 %110.9 %
Enterprise corporate
(80,441)(71,809)(237,628)(225,648)(12.0)%(5.3)%(10.0)%(4.2)%
Total consolidated income from operations
$291,927 $207,660 $778,449 $3,118 40.6 %24,866.3 %41.9 %24,661.0 %
(1) Reflects year over year change as if the current period results were in constant currency, which is a non-GAAP financial measure. See “Use of Non-GAAP Financial Measures” for more information.

Crocs Brand

Revenues. Crocs Brand revenues increased in the three months ended September 30, 2026, compared to the same period in 2025, primarily due to higher unit sales volume. Higher ASP, driven by price increases in international markets and favorable channel mix, partially offset by unfavorable product mix, also contributed to the increase. Net foreign currency fluctuations were approximately flat.

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The increase in Crocs Brand revenues in the nine months ended September 30, 2026, compared to the same period in 2025 is primarily due to higher ASP, due to favorable channel mix and price increases in international markets, partially offset by unfavorable product mix. Net foreign currency fluctuations also increased revenues, primarily due to favorable fluctuations in the Chinese Yuan and Euro, partially offset by unfavorable fluctuations in the South Korean Won, Indian Rupee, and Japanese Yen. The overall increase was partially offset by lower unit sales volume.

Income from Operations. Income from operations for our Crocs Brand segment was $334.3 million for the three months ended September 30, 2026, an increase of $61.6 million, or 22.6%, compared to the same period in 2025. Gross margin was 68.6%, an increase of 680 basis points, primarily due to IEEPA refunds, lower duties, favorable channel mix, and lower product costs, partially offset by unfavorable product mix.

SG&A for our Crocs Brand segment increased $20.4 million, or 8.3%, during the three months ended September 30, 2026, compared to the same period in 2025. This increase was primarily due to higher costs in the DTC channel, driven by increased share of marketplaces and rent expense as a result of investments in the channel. Higher marketing and compensation costs also contributed to the increase.

During the nine months ended September 30, 2026, income from operations for our Crocs Brand was $939.6 million, an increase of $34.9 million, or 3.9%, compared to the same period in 2025. Gross margin was 63.7%, an increase of 140 basis points, primarily due to IEEPA refunds, favorable channel mix, and lower product costs, partially offset by unfavorable product mix and incremental duties.

SG&A for our Crocs Brand increased $52.0 million, or 7.5%, during the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to higher costs in the DTC channel, driven by increased share of marketplaces and rent expense as a result of investments in the channel. Higher marketing and compensation costs also contributed to the increase.

HEYDUDE Brand

Revenues. For the three months ended September 30, 2026, HEYDUDE Brand revenues increased compared to the same period in 2025, primarily due to higher unit sales volume. The overall increase in revenues was partially offset by lower ASP, primarily due to unfavorable channel and product mix, partially offset by reduced discounting.

During the nine months ended September 30, 2026, revenues decreased compared to the same period in 2025, primarily due to lower unit sales volume. The overall decrease in revenues was partially offset by higher ASP, primarily due to reduced discounting and favorable channel mix, partially offset by unfavorable product mix.

Income from Operations. Income from operations for the HEYDUDE Brand segment was $38.0 million for the three months ended September 30, 2026, an increase of $31.3 million, compared to the same period in 2025. Gross margin was 55.1%, an increase of 1,280 basis points, primarily due to IEEPA refunds and lower duties.

SG&A, including impairments, for the HEYDUDE Brand segment decreased $5.4 million, or 8.8%, during the three months ended September 30, 2026, compared to the same period in 2025. This decrease was primarily due to reduced compensation costs and reduced marketing costs, primarily in fixed marketing.

Income from operations for the HEYDUDE Brand was $76.5 million for the nine months ended September 30, 2026, an increase of $752.4 million, compared to the same period in 2025. Gross margin was 47.4%, an increase of 80 basis points, primarily due to IEEPA refunds and higher ASP, partially offset by unfavorable product mix.

SG&A, including impairments, for the HEYDUDE Brand decreased $759.0 million, or 82.4%, during the nine months ended September 30, 2026, compared to the same period in 2025. This decrease was primarily due to the partial impairment of the indefinite-lived HEYDUDE trademark and HEYDUDE Brand reporting unit goodwill in the second quarter of 2025, that did not recur in the current year, partially offset by current year impairment charges related to HEYDUDE leasehold improvement assets. Reduced costs for both fixed and variable marketing also contributed to the decrease.

Enterprise Corporate

During the three months ended September 30, 2026, total net costs within ‘Enterprise corporate’ increased $8.6 million, or 12.0%, compared to the same period in 2025. This was primarily due to increased compensation costs and other corporate costs. These increases were partially offset by decreases resulting from our cost savings initiatives.

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During the nine months ended September 30, 2026, total net costs within ‘Enterprise corporate’ increased $12.0 million, or 5.3%, compared to the same period in 2025. This was primarily due to increased compensation costs and other corporate costs. These increases were partially offset by decreases resulting from our cost savings initiatives.

Store Locations

As of September 30, 2026, we had 500 company-operated retail locations for the Crocs Brand, inclusive of 208 retail locations in North America and 292 retail locations internationally. As of September 30, 2026, we had 78 company-operated retail locations for the HEYDUDE Brand. As of September 30, 2025, we had 427 company-operated retail locations for the Crocs Brand, inclusive of 199 retail locations in North America and 228 retail locations internationally. As of September 30, 2025, we had 75 company-operated retail locations for the HEYDUDE Brand.

Financial Condition, Capital Resources, and Liquidity

Liquidity

Our liquidity position as of September 30, 2026, was:
September 30, 2026
(in thousands)
Cash and cash equivalents$163,457 
Available borrowings901,416 

As of September 30, 2026, we had $163.5 million in cash and cash equivalents, $1.3 billion of outstanding borrowings, and up to $901.4 million of available borrowings on our credit facilities as further discussed in Note 7 — Borrowings in the accompanying notes to the condensed consolidated financial statements included in Part I - Item 1. Financial Statements of this Quarterly Report on Form 10-Q.

We believe that cash flows from operations, our cash and cash equivalents on hand, and available borrowings under our Revolving Facility will be sufficient to meet our ongoing liquidity needs and capital expenditure requirements for at least the next twelve months.

Additional future financing may be necessary to fund our operations and there can be no assurance that, if needed, we will be able to secure additional debt or equity financing on terms acceptable to us or at all. Although we believe we have adequate sources of liquidity over the long term, the success of our operations, global economic conditions, and the pace of sustainable growth in our markets, among other things, could each impact our business and liquidity.

Certain of our debt agreements contain covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to incur additional debt or issue certain preferred stock; pay dividends or repurchase or redeem capital stock or make other restricted payments; declare or pay dividends or other payments; incur liens; enter into certain types of transactions with the Company’s affiliates; and consolidate or merge with or into other companies. As of September 30, 2026, we were in compliance with all financial covenants under our existing debt agreements.

Repatriation of Cash and Cash Equivalents

As a global business, we have cash balances in various countries and amounts are denominated in various currencies. Fluctuations in foreign currency exchange rates impact our results of operations and cash positions. Future fluctuations in foreign currencies may have a material impact on our cash flows and capital resources. Cash balances held in foreign countries may have additional restrictions and covenants associated with them which could adversely impact our liquidity and our ability to timely access and transfer cash balances between entities.

All of the cash held outside of the U.S. could be repatriated to the U.S. as of September 30, 2026, without incurring additional U.S. federal income taxes. In some countries, repatriation of certain foreign balances is restricted by local laws. These limitations may affect our ability to fully utilize our cash resources for needs in the U.S. or other countries and could adversely affect our liquidity. As of September 30, 2026, we held $88.9 million of our total $163.5 million in cash and cash equivalents in international locations. This cash is primarily used for the ongoing operations of the business in the locations in which the cash is held. Of the $88.9 million, an insignificant amount is currently restricted by local laws or otherwise.

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Cash Flows
Nine Months Ended September 30,$ Change% Change
20262025Favorable (Unfavorable)
(in thousands)
Cash provided by operating activities
$561,189 $457,901 $103,288 22.6 %
Cash used in investing activities
(53,615)(45,120)(8,495)(18.8)%
Cash used in financing activities
(472,532)(444,398)(28,134)(6.3)%
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
(2,000)5,462 (7,462)(136.6)%
Net change in cash, cash equivalents, and restricted cash
$33,042 $(26,155)$59,197 226.3 %

Operating Activities. Cash provided by operating activities consists of net income adjusted for non-cash items and changes in working capital. Cash provided by operating activities increased $103.3 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, driven by net increases in cash related to changes in operating assets and liabilities of $86.3 million, primarily due to the change in income taxes and accounts payable, and an increase in net income, adjusted for non-cash items, of $17.0 million. The change in income taxes is due to timing of payments and refunds. The change in accounts payable is due to increased inventory purchases to match demand.

Investing Activities. There was an $8.5 million increase in cash used in investing activities for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, due to an increase in purchases of property, equipment, and software.

Financing Activities. Cash used in financing activities increased by $28.1 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The increase in cash used in financing activities was primarily due to an increase of $104.0 million in repurchases of common stock and other increases in cash used of $13.1 million. The overall increase in cash used was partially offset by a net increase in proceeds from borrowings of $89.0 million.

Contractual Obligations

There have been no significant changes to the contractual obligations reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, other than borrowings and repayments on our debt.

Off-Balance Sheet Arrangements

We had no material off-balance sheet arrangements as of September 30, 2026, other than certain purchase commitments, which are described in Note 12 — Commitments and Contingencies in the accompanying notes to the condensed consolidated financial statements included in Part I - Item 1. Financial Statements of this Quarterly Report on Form 10-Q.

Critical Accounting Policies and Estimates
 
The preparation of our condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, sales, and expenses, and related disclosure of contingent assets and liabilities. We evaluate our assumptions and estimates on an on-going basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Impairment of Goodwill and Indefinite-Lived Intangible Assets

We evaluate the carrying value of our indefinite-lived intangible assets and goodwill at least annually or when an interim triggering event has occurred indicating potential impairment. During the nine months ended September 30, 2026, there were no triggering events for the HEYDUDE Brand indefinite-lived intangible assets (which consists solely of the HEYDUDE trademark) (the “trademark”) and the HEYDUDE Brand reporting unit (the “reporting unit”) goodwill. Certain factors, such as failure to achieve forecasted revenue growth rates, EBITDA, or increases in the discount rates, have the potential to create variances in the estimated fair values of our goodwill and indefinite-lived intangible assets that could result in impairment charges in future periods.
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For a complete discussion of our critical accounting policies and estimates, please refer to our Annual Report on Form 10-K for the year ended December 31, 2025, and Note 1 — Basis of Presentation and Summary of Significant Accounting Policies in the accompanying notes to the condensed consolidated financial statements included in Part I - Item 1. Financial Statements of this Quarterly Report on Form 10-Q. There have been no other significant changes in our critical accounting policies or their application since December 31, 2025.

Recent Accounting Pronouncements
 
See Note 2 — Recent Accounting Pronouncements in the accompanying notes to the condensed consolidated financial statements included in Part I - Item 1. Financial Statements of this Quarterly Report on Form 10-Q for a description of recently adopted accounting pronouncements and issued accounting pronouncements that we believe may have an impact on our condensed consolidated financial statements when adopted.
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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

We centrally manage our debt and investment portfolios considering investment opportunities and risks, tax consequences, and overall financing strategies. Our exposure to market risk includes interest rate fluctuations in connection with our credit facilities and certain financial instruments.

Borrowings under our Term Loan B Facility and Revolving Facility, both further described in Note 7 — Borrowings in the accompanying notes to the condensed consolidated financial statements included in Part I - Item 1. Financial Statements of this Quarterly Report on Form 10-Q, bear interest at a variable rate and are therefore subject to risk based upon prevailing market interest rates. Interest rates fluctuate as a result of many factors, including governmental monetary and tax policies, domestic and international economic and political considerations, and other factors that are beyond our control.

As of September 30, 2026, we had borrowings with a face value of $1.3 billion, comprised of the Notes, which carry a fixed rate, the Term Loan B Facility, and borrowings under our Revolving Facility. We also had $0.6 million in outstanding letters of credit under our Revolving Facility as of September 30, 2026. As of December 31, 2025, we had long-term borrowings with a face value of $1.3 billion and $0.6 million in outstanding letters of credit under our Revolving Facility.

A hypothetical increase of 1% in the interest rate on the variable rate borrowings under our Term Loan B Facility and Revolving Facility would increase our interest expense over the next twelve months by $6.1 million based on the balances outstanding for these borrowings as of September 30, 2026.

Foreign Currency Exchange Risk

Changes in exchange rates have a direct effect on our reported U.S. Dollar condensed consolidated financial statements because we translate the operating results and financial position of our international subsidiaries to U.S. Dollars using current period exchange rates. Specifically, we translate the statements of operations of our foreign subsidiaries into the U.S. Dollar reporting currency using exchange rates in effect during each reporting period. As a result, comparisons of reported results between reporting periods may be impacted significantly due to differences in the exchange rates in effect at the time such exchange rates are used to translate the operating results of our international subsidiaries.

An increase of 1% of the value of the U.S. Dollar relative to foreign currencies when translating our financial results would have decreased our revenues and income before taxes during the three months ended September 30, 2026, by $4.6 million and $1.6 million, respectively. During the nine months ended September 30, 2026, an increase of 1% of the value of the U.S. Dollar relative to foreign currencies would have decreased our revenues and income before taxes by $15.3 million and $4.5 million, respectively. This analysis does not account for transactional fluctuations in accounts, such as those driven by purchasing power, which is defined as purchasing foreign goods in the U.S. Dollar but recognizing the cost in foreign currencies. The volatility of the exchange rates is dependent on many factors that cannot be forecasted with reliable accuracy.

In order to manage exposure to fluctuations in foreign currency and to reduce the volatility in earnings caused by fluctuations in foreign exchange rates, we may enter into forward foreign exchange contracts to buy or sell various foreign currencies. Changes in the fair value of these forward contracts are recognized in earnings in the period that the changes occur or in the period in which the hedged transaction affects earnings for derivatives classified as non-hedged or hedged, respectively, as defined in Note 6 — Derivative Financial Instruments in the accompanying notes to the condensed consolidated financial statements included in Part I - Item 1. Financial Statements of this Quarterly Report on Form 10-Q. As of September 30, 2026, the U.S. Dollar notional value of our total derivatives was $34.5 million. The fair value of these contracts at September 30, 2026, was an insignificant liability.

We perform a sensitivity analysis to determine the effects that market risk exposures may have on the fair values of our foreign currency forward exchange contracts. To perform the sensitivity analysis, we assess the risk of changes in fair values from the effect of hypothetical changes in foreign currency exchange rates. This analysis assumes a like movement by the foreign currencies in our hedge portfolio against the U.S. Dollar. As of September 30, 2026, a 10% appreciation in the value of the U.S. Dollar would result in a net increase in the fair value of our derivative portfolio of $3.2 million.

See Part I - Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on Form 10-Q for a discussion of the impact of the change in foreign exchange rates on our U.S. Dollar condensed consolidated statements of operations for the three and nine months ended September 30, 2026, and 2025.
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ITEM 4. Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures
 
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures as such item is defined under Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) as of September 30, 2026. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2026, to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures that, by their nature, can only provide reasonable assurance regarding management’s control objectives.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the three months ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
30

PART II — Other Information
 
ITEM 1. Legal Proceedings

A discussion of legal matters is found in Note 14 — Legal Proceedings in the accompanying notes to the condensed consolidated financial statements included in Part I - Item 1. Financial Statements of this Quarterly Report on Form 10-Q.

ITEM 1A. Risk Factors

There have been no material changes to the risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2025.

ITEM 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
 
Issuer Purchases of Equity Securities
PeriodTotal Number of Shares PurchasedAverage Price Paid per Share
Total Number of Shares Purchased as Part of Publicly
Announced Plans or Programs (1)
Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (1)
July 1 - 31, 2026285,186 $130.49 285,186 $1,959,010,396 
August 1 - 31, 2026740,015 128.60 740,015 1,863,861,713 
September 1 - 30, 20261,002,367 117.38 1,002,367 1,746,222,922 
Three months ended September 30, 2026
2,027,568 123.32 2,027,568 1,746,222,922 
(1) On July 27, 2026, the Board approved an increase to our then-existing common stock repurchase authorization program up to approximately $2.0 billion of our common stock. As of September 30, 2026, approximately $1.7 billion remained available for repurchase under our share repurchase authorization. The number, price, structure, and timing of the repurchases, if any, will be at our sole discretion and future repurchases will be evaluated by us depending on market conditions, liquidity needs, restrictions under our debt arrangements, and other factors. Share repurchases may be made in the open market or in privately negotiated transactions. The repurchase authorization does not have an expiration date and does not oblige us to acquire any particular amount of our common stock. The Board may suspend, modify, or terminate the repurchase program at any time without prior notice.

ITEM 5. Other Information

Except as shown below, during the three months ended September 30, 2026, no other directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Trading Arrangement
Name and PositionActionDateRule 10b5-1*Non-Rule 10b5-1**Total Number of Shares to be SoldExpiration Date
Anne Mehlman,
Executive Vice President and Brand President for Crocs
Adopt9/8/2026X7,2766/8/2027
Ronald Frasch, Director
Adopt9/9/2026X24,0009/30/2027
* Intended to satisfy the affirmative defense of Rule 10b5-1(c).
** Not intended to satisfy the affirmative defense of Rule 10b5-1(c).
31

ITEM 6. Exhibits
Exhibit NumberDescription
3.1
3.2
3.3
3.4
4.1
31.1†
31.2†
32+
101.INS†XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH†XBRL Taxonomy Extension Schema Document.
101.CAL†XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF†XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB†XBRL Taxonomy Extension Label Linkbase Document.
101.PRE†XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).
†     Filed herewith.
+     Furnished herewith.
32

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
CROCS, INC.
Date: October 29, 2026By:
/s/ Patraic Reagan
Name:
Patraic Reagan
Title:Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)



33

EXHIBIT 31.1
 
SECTION 302 CERTIFICATION
 
I, Andrew Rees, certify that:
 
1.                 I have reviewed this quarterly report on Form 10-Q of Crocs, Inc.;
 
2.                 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.                 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.                 The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a)            Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b)            Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c)             Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d)            Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.                 The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a)            All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b)            Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: October 29, 2026/s/ Andrew Rees
Andrew Rees
Chief Executive Officer

EXHIBIT 31.2
 
SECTION 302 CERTIFICATION
 
I, Patraic Reagan, certify that:
 
1.                 I have reviewed this quarterly report on Form 10-Q of Crocs, Inc.;
 
2.                 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.                 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.                 The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a)            Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b)            Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c)             Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d)            Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.                 The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a)            All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b)            Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: October 29, 2026/s/ Patraic Reagan
Patraic Reagan
Executive Vice President and Chief Financial Officer

EXHIBIT 32
 
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002
 
The undersigned, Chief Executive Officer and Executive Vice President and Chief Financial Officer of Crocs, Inc. (the “Company”), hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of their knowledge:
 
(1)            The Quarterly Report on Form 10-Q of the Company for the three months ended September 30, 2026 (“Form 10-Q”) fully complies with the requirements of Section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)), and
 
(2)            The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company for the period covered by this Form 10-Q.
 
Date: October 29, 2026/s/ Andrew Rees
Andrew Rees
Chief Executive Officer
/s/ Patraic Reagan
Patraic Reagan
Executive Vice President and Chief Financial Officer
A signed original of this written statement required by Section 906 has been provided to Crocs, Inc. and will be retained by Crocs, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.