What changed in this filing

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Item 1A. Risk Factors

2026-04-02 compared with 2025-04-01 · 107 added, 55 removed, 201 unchanged (45% of the section changed)

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Additional risks and uncertainties of which we are currently unaware could also have a material adverse effect on our business and financial conditions.

These disclosures reflect our beliefs and opinions as to factors that could materially and adversely affect us and our securities in the future.

References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.

MACROECONOMIC AND INDUSTRY RISKS

Changes in the United States and international trade policies, including tariffs and trade restrictions, may adversely impact our business, results of operations and financial condition.

The United States administration recently announced tariffs on products manufactured in several jurisdictions, including China, Canada and Mexico and may impose tariffs on products from other jurisdictions.

The imposition of new tariffs or increases to existing tariffs on products we import from countries where our suppliers operate could result in increased product costs, which may require us to raise prices and accordingly, may make our product less competitive in the market.

While we continue to shift production outside of China and other countries impacted by tariffs and continue to negotiate with our suppliers to mitigate the impact of the tariffs, we may not be successful in changing our sourcing strategy to minimize the impact of the tariffs on our financial results and operations.

The extent and duration of these tariffs, and any retaliatory tariffs adopted in response to these tariffs, are uncertain and may limit our ability to meet incremental consumer demand, potentially impacting our net sales or financial results.

Changes in the United States and international trade policies, including tariffs, trade restrictions and retaliatory trade actions taken by other countries, may adversely impact our business, results of operations and financial condition.

In early 2025, the United States administration announced tariffs on products manufactured in several jurisdictions from which we import our products.

We continue to actively monitor the impact of tariffs that become effective, as well as potential retaliatory tariffs imposed by other countries.

Throughout the year, our net sales and gross margins were negatively impacted by tariffs.

The enactment of additional tariffs and the uncertainty surrounding the future tariff policies and rates pose a significant risk to our business operations and may materially increase our costs and reduce our margins.

Future trade disputes or phases of negotiations with China could lead to the imposition of tariffs that could adversely affect our supply chain and our business.

General trade tensions between the U.S.

and China continue to be contentious.

Additionally, certain tariffs are subject to legal challenges.

The tariff uncertainty also creates challenges in our supply chain management, our pricing strategies and the management of customer orders.

While we have implemented strategies to mitigate tariff impacts by optimizing production in lower tariff countries and negotiating with suppliers, there can be no assurance that these efforts will be successful.

On February 20, 2026, the U.S.

Supreme Court invalidated tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”).

Following this ruling, the U.S.

Administration initiated new tariffs at different rates under alternative legislative powers, which increases the uncertainty around tariffs.

The current administration may continue to impose additional tariffs under U.S.

Although certain tariffs were invalidated, the potential availability, timing, and amount of any refunds associated with the ruling remains highly uncertain.

Given the uncertainty regarding the scope and duration of the current and potential tariffs, as well as the potential for additional trade actions by the United States or other countries, the specific impact to our business, results of operations and financial conditions is not certain but could be material.

Consumer demand for our products may be adversely impacted by economic conditions and other factors.

Worldwide economic conditions continue to be uncertain.

Consumer confidence and spending are strongly influenced by general economic conditions and other factors, including trade restrictions, tariffs, or taxes on imports from countries where we manufacture products, inflation, concerns of a recession, elevated interest rates, fiscal policy, the changing tax and regulatory environment, minimum wage rates and regulations, consumer debt levels, the availability of consumer credit, the liquidity of consumers’ assets, health care costs, currency exchange rates, taxation, energy costs, real estate values, foreclosure rates, unemployment trends, weather conditions and the economic consequences of military action or terrorist activities, such as the heightened geo-political tensions between China and Taiwan and the potential impact of sanctions on the domestic and global economy.

Consumer confidence and spending are strongly influenced by general economic conditions and other factors, including tariffs, trade restrictions, or taxes on imports from countries where we manufacture products, inflation, concerns of a recession, elevated interest rates, fiscal policy, the changing tax and regulatory environment, minimum wage rates and regulations, consumer debt levels, the availability of consumer credit, the liquidity of consumers’ assets, health care costs, currency exchange rates, taxation, energy costs, real estate values, foreclosure rates, unemployment trends, weather conditions and the economic consequences of military action or terrorist activities, such as the heightened geo-political tensions between China and Taiwan, along with angst surrounding escalated foreign policy actions taken by the United States in the Middle East and South American regions and the potential impact of sanctions on the domestic and global economy.

Consumer sentiment, including a preference for products made in the United States, may be impacted by tariffs or taxes on imports from countries where we source products, which may impact demand for our products that are sourced internationally.

In addition, with a significant amount of our supply originating in China, any negative development related to relations between United States and China, including tariffs imposed on imports from China, may adversely impact the cost or demand for our products sourced from China.

In addition, with a significant amount of our supply originating in China, any negative development related to relations between United States and China, including additional

tariffs imposed on imports from China, may adversely impact the cost or demand for our products sourced from China.

Negative economic conditions generally decrease disposable income and, consequently, consumer purchases of discretionary items like our products.

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Inflationary pressures and supply chain disruptions may adversely impact our business operations and financial results.

Inflationary pressures in the United States and the global economy such as elevated interest rates, higher product and transportation costs and wage inflation, as well as fears of a recession, are creating a complex and challenging retail environment that may impact discretionary spending.

Inflationary pressures in the United States and the global economy such as elevated interest rates, higher product and transportation costs, in part driven by higher and more volatile oil prices, and wage inflation, as well as fears of a recession, are creating a complex and challenging retail environment that may impact discretionary spending.

The extent and duration of these inflationary pressures are uncertain and may limit our ability to meet incremental consumer demand, potentially impacting our net sales.

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Our products must appeal to a broad range of consumers whose preferences cannot be predicted with certainty and are subject to rapid change.

New footwear designs that we introduce may not resonate with consumers or our brands may fall out of favor with customers.

If we are unable to react appropriately to changes in consumer preferences, our revenues may decrease, brand image may suffer, and we may not be able to execute our growth plans.

Further, the value of our brands is based on evolving consumer perceptions, including as a result of shifting ethical, political or social standards, and concerns with respect to product pricing, quality, design, technical performance, components or materials, or customer service could result in negative perceptions and the loss of brand loyalty and value.

In addition, as consumers increasingly embrace online and mobile shopping, retailers have been required to lower shipping costs charged to customers, improve shipping speeds and optimize mobile platforms.

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In addition, an increase in the volume of e-commerce sales, which have higher return rates than in-store sales, may in turn lead to higher shipping and processing costs.

New and emerging technology may enable new approaches or choices for how our customers procure goods and services and pay for those goods and services.

We may be unable to quickly adapt to rapid change resulting from artificial intelligence and other machine learning technologies that may result in changes to our supply chain, distribution channels, and point-of-sale capabilities.

The success of both our wholesale and retail operations depends largely on our ability to anticipate, understand and react to these changing consumer shopping patterns.

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While we believe we have positive working relationships with our current suppliers, the loss of any of our major suppliers or product developed exclusively for our Famous Footwear stores could have a material adverse effect on our business, financial condition and results of operations.

In addition, negative trends in global economic conditions, including the impact of the wars in Israel and Eastern Europe and heightened tensions between China and Taiwan, or global pandemics, may adversely impact our suppliers.

In addition, negative trends in global economic conditions, including the impact of the wars in Iran, Israel and Eastern Europe and heightened tensions between China and Taiwan, along with unpredictable tariff volatility, may adversely impact our suppliers.

If these third parties do not perform their obligations or are unable to provide us with the materials and services we need at prices and terms that are acceptable to us, our ability to meet our consumers’ demand could be adversely affected.

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While we believe purchasing decisions in many cases are made independently by the buyers and merchandisers of each of the customers, a decision by a significant customer to decrease the amount of footwear products purchased from us could have a material adverse effect on our business, financial condition or results of operations.

We extend credit to our wholesale customers based on an evaluation of each customer’s financial condition, usually without collateral.

Various retailers, including some of our customers, have experienced financial difficulties, including bankruptcy, increasing the risk of extending credit to such retailers.

If any of our customers experience a shortage of liquidity, the risk that the customer’s outstanding payables to us not being paid could cause us to assume more credit risk relating to the customer’s accounts payable.

In addition, with the growing trend toward retail trade consolidation, including store count reductions at major retail chains, and consumers’ preference for online shopping, we and our wholesale customers increasingly depend upon a reduced number of key retailers whose bargaining strength is growing.

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● Retailers are directly sourcing more of their products directly from international manufacturers and reducing their reliance on wholesalers, which could have a material adverse effect on our business and results of operations.

We operate in a highly competitive industry.

We operate in a highly competitive industry, and we face significant pricing pressures from existing and new competitors.

Competition is intense in the footwear industry.

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Other competitors are able to offer footwear on a lateral basis alongside their apparel products, or have successfully branded their trademarks as lifestyle brands, resulting in greater competitive advantages.

to entry into this industry further intensify competition by allowing new companies to easily enter the markets in which we compete.

Low barriers to entry into this industry further intensify competition by allowing new companies to easily enter the markets in which we compete.

Further, the fast fashion, value fashion and off-price retailers have shifted customer expectations of pricing for well-known brands and have contributed to additional promotional and pricing pressures in recent years.

Some of our suppliers further compound these competitive pressures by allowing consumers to purchase their products directly through supplier-maintained e-commerce sites and retail stores.

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As a result, the success of our back-to-school offering, which is affected by our ability to anticipate consumer demand and fashion trends, could have a disproportionate impact on our full year results.

Because of this seasonality, factors negatively affecting us during the third fiscal quarter of any year, including adverse weather or economic conditions, could have a material adverse effect on our financial condition and results of operations for the entire year.

● In our wholesale business, sales of footwear are dependent on orders from our major customers, and they may change delivery schedules, change the mix of products they order or cancel orders without penalty.

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As a result of these specific and other general factors, our operating results will vary from quarter to quarter and the results for any particular quarter may not be indicative of results for the full year.

Further, we may not be able to accurately predict our quarterly sales.

Any shortfall in sales or earnings from the levels expected by investors could cause a decrease in the trading price of our common stock.

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Although we purchase most of our products from international manufacturers in United States dollars and otherwise may engage in foreign currency hedging transactions from time to time, we may experience cost variations with respect to exchange rate changes.

We operate on a global basis, with approximately 7% of our total net sales for the year ended

January 31, 2026 generated from operations outside of the United States.

As we continue to expand our international operations, our sales and expenditures transacted in foreign currencies could become increasingly material and be subject to greater foreign currency fluctuations.

Currency exchange rate fluctuations may also adversely impact third parties who manufacture the Company’s products by making their purchases of raw materials or other production costs more expensive and more difficult to finance, resulting in higher prices and lower margins for the Company and its distributors.

Perception of the overall retail industry and other macroeconomic conditions may impact our stock price and operations.

The retail industry continues to evolve and undergo structural change.

This evolution and structural change have resulted in the bankruptcy and/or reorganization of various other publicly traded retailers, including major customers.

Despite our best efforts to differentiate our business model and processes, our stock price has fluctuated as a result of perceptions of the overall retail environment and investor confidence in the retail sector.

The volatility in our stock price could be exacerbated by macroeconomic conditions that affect the market generally or our industry in particular.

Volatility in securities markets, interest rates and other economic factors could substantially increase defined benefit pension costs.

The Company currently has obligations under its defined benefit pension plans.

The funded status of the pension plans is dependent on many factors, including returns on invested assets and the discount rates used to determine pension obligations.

Unfavorable impacts from returns on plan assets, changes in discount rates, changes in plan demographics or revisions in the applicable laws or regulations could materially change the timing and amount of pension funding requirements, which could reduce the cash available for normal operations.

Operating performance may be negatively impacted by the amount of expense recorded for our pension plans.

In addition, pension expense is calculated using actuarial valuations that incorporate assumptions and estimates about financial market, economic and demographic conditions.

Differences between estimated and actual results give rise to gains and losses that are deferred and amortized as part of future pension expense, which can create volatility that adversely impacts future operating results.

OPERATIONAL RISKS

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As is common in the industry, we do not have any long-term contracts with our third-party international manufacturers.

domestic and international political instability, foreign currency fluctuations, variable economic conditions, expropriation, nationalization, natural disasters, terrorist acts and military conflict, changes in governmental regulations (including the U.S.

Foreign Corrupt Practices Act) and geo-political events, such as the current wars in Israel and Ukraine and continued tensions between China and Taiwan.

International sourcing is subject to numerous risks, including trade relations, work stoppages, transportation delays (including delays at international and domestic ports) and costs (including customs duties, quotas, tariffs (including retaliatory tariffs), anti-dumping duties, safeguard measures, cargo restrictions or other trade restrictions), domestic and international political instability, foreign currency fluctuations, variable economic conditions, expropriation, nationalization, natural disasters, terrorist acts and military conflict, changes in governmental regulations (including the U.S.

Foreign Corrupt Practices Act).

It is also impacted by geo-political events, such as volatility and wars in the Middle East (including the ongoing war involving Iran), the current war in Ukraine and continued tensions between China and Taiwan.

Certain of these events may also contribute to increased volatility in global oil prices, which could further increase transportation, manufacturing and other operating costs.

Supply chain disruptions and port congestion have in the past delayed receipt of inventory and this could occur again in the future.

Delayed inventory receipt could delay deliveries to our wholesale customers, and reduce availability in our stores and e-commerce websites, which could adversely impact our financial results.

In addition, the imposition of tariffs or other costs on imported products may result in an increase in product prices, which may in turn adversely impact our gross margins if we are unable to mitigate the impact of the costs.

In addition, the imposition of tariffs or other costs on imported products may result in further increases in product prices, which may in turn continue to adversely impact our gross margins if we are unable to mitigate the impact of the costs.

At the same time, potential changes in manufacturing preferences, including, but not limited to the following, pose additional risk and uncertainty:

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As a result of these risks, there can be no assurance that we will not experience reductions in available production capacity, increases in our product costs, late deliveries or terminations of our supplier relationships.

Furthermore, these sourcing risks are compounded by limited diversification in the geographic location of our international sourcing and manufacturing.

Furthermore, these sourcing

risks are compounded by limited diversification in the geographic location of our international sourcing and manufacturing.

Approximately 20% of the footwear we sourced in 2025 was from China.

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If supply issues cause us to be unable to provide products consistent with our standards or manufacture our footwear in an efficient and cost-effective manner, our customers may cancel orders, refuse to accept deliveries or demand reductions in purchase prices, any of which could have a material adverse effect on our business and results of operations.

We also sell footwear in East Asia through our joint venture, and plan to increase international sales efforts as part of our growth strategy.

Our joint venture partners may have objectives that are different than our own.

In addition, we may be subject to increased legal risk associated with the joint venture if it fails to adhere to consistent levels of compliance standards as our fully-owned operations.

We also sell footwear in East Asia through our joint venture, licensing and franchise partners, and our recent acquisition of Stuart Weitzman, and plan to increase international sales efforts as part of our growth strategy.

Our joint venture, licensing and franchise partners may have objectives that are different than our own.

In addition, we may be subject to increased legal and reputational risk associated with the joint venture if it fails to adhere to consistent levels of compliance standards as our fully-owned operations.

Transitional challenges with acquisitions and divestitures could result in unexpected expenditures of time and resources.

As part of our business strategy to expand into complementary product categories and markets, we periodically pursue acquisitions of other companies, businesses or brands, such as the acquisition of the Stuart Weitzman business in August 2025.

Such acquisitions involve numerous risks, challenges and uncertainties, including the potential to expose us to risks inherent in a new market or geographic region, loss of significant customers or key personnel of the acquired business, difficulties managing and implementing acquired assets or difficulties managing geographically remote operations.

Although we review the financial results and records of acquisition candidates, the review may not reveal all existing or potential problems.

As a result, we may not accurately assess the value of the business and may, accordingly, ultimately assume unknown adverse operating conditions and/or unanticipated expenses and liabilities related to the acquisition.

Acquisitions may also cause us to incur write-offs of goodwill or intangible assets if the business does not perform as well as expected and substantial amortization expenses associated with other intangible assets.

We also face the risk that we will not be able to integrate acquisitions into our existing operations or divest our businesses effectively without substantial expense, delay or other operational or financial problems.

Integration may be hindered by, among other things, differing procedures, including internal controls, business practices and technology systems.

We may need to allocate more management resources to integration than we planned, which may adversely affect our ability to pursue other profitable activities.

We may experience difficulty integrating acquired businesses into our operations and may not achieve anticipated synergies.

The acquisition of Stuart Weitzman was funded through our revolving credit agreement and we face the risk that the return on the acquisition will not support the expenditures or indebtedness to acquire the business.

We may face similar challenges with any brands or businesses we choose to divest.

We are reliant upon our information technology systems, and any major disruption of these systems could adversely impact our ability to effectively operate our business.

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With the continued growth in e-commerce direct-to-consumer sales, any system disruption may result in an adverse impact to our operations.

If any of these systems fails to operate as expected, we experience problems with transitioning to upgraded or replacement systems, we fail to realize the expected return on our technology investment, a breach in security occurs or a natural disaster interrupts system functions, we may experience delays in product fulfillment, reduced efficiency in our operations, or delays in reporting our financial results to investors, or we may be required to expend significant capital to correct the problem, which may have an adverse effect on our results of operations and financial condition.

During 2024, we implemented a new enterprise resource planning (“ERP”) system, which required significant financial and human capital resources.

During the second quarter of 2024, we experienced operational challenges, primarily while

our e-commerce and drop-ship platforms were either offline or ramping up after the launch.

As we progressed through the quarter, the development of several key operational reports was delayed, resulting a lack of visibility to certain data and tools we rely on to manage the wholesale business.

As a result, our wholesale net sales in the second quarter of 2024 were unfavorably impacted.

While we believe we have taken the necessary steps to address the issues that temporarily impacted our visibility, we cannot be certain that additional disruptions will not occur.

Any deficiencies or additional disruptions related to the new ERP system may materially and adversely impact our business operations, including our ability to process orders, manage our inventory, ship products to our customers, maintain our financial records, maintain effective internal control over financial reporting, or perform other business functions.

operations, or delays in reporting our financial results to investors, or we may be required to expend significant capital to correct the problem, which may have an adverse effect on our results of operations and financial condition.

A cybersecurity breach may adversely affect our sales and reputation.

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Consumers are also increasingly using mobile devices and applications to shop online and do comparison shopping.

Additionally, a large portion of our Corporate employees are working remotely, which may result in heightened cybersecurity risk.

Additionally, a significant portion of our Corporate employees are periodically working remotely, which may result in heightened cybersecurity risk.

Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts.

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Any breach of our network security, a third-party’s network security or failure to comply with applicable regulations may result in (a) the loss of valuable business data and/or our consumers’ or associates’ personal information, (b) increased costs associated with implementing additional protections and processes, (c) a disruption of our business and a loss of sales, (d) negative media attention, (e) damage to our consumer and associate relationships and reputation, and (f) fines or lawsuits.

Transitional challenges with acquisitions and divestitures could result in unexpected expenditures of time and resources.

As part of our business strategy, we periodically pursue acquisitions of other companies or businesses, such as our recently announced acquisition of Stuart Weitzman, as well as divestitures of our businesses.

Although we review the financial results and records of acquisition candidates, the review may not reveal all existing or potential problems.

We anticipate funding the acquisition of Stuart Weitzman through our revolving credit agreement and we face the risk that the return on the acquisition will not support the expenditures or indebtedness to acquire the business.

Integration may be hindered by, among other things, differing procedures, including internal controls, business practices and technology systems.

We may need to allocate more management resources to integration than we planned, which may adversely affect our ability to pursue other profitable activities.

Our operating results depend on preparing accurate sales forecasts and properly managing our inventory levels.

Using sales forecasts, we place orders with manufacturers for some of our products prior to the time we receive all of our customers’ orders to minimize purchasing costs, the time necessary to fill customer orders and the risk of non-delivery.

Based on sales forecasts, we place advance orders with manufacturers for certain products before receiving all customer orders to minimize purchasing costs.

We also maintain an inventory of certain products that we anticipate will be in greater demand.

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The effective operation of our distribution centers may also be impacted by wage inflation, labor shortages and disruptions to the supply chain.

Although we believe that our receiving and distribution processes are efficient and well positioned to support our current business and potential expansions, we cannot offer assurances that we have anticipated all of the changing demands that our expanding operations will impose

on our receiving and distribution system or that events beyond our control will not result in delays in the delivery of merchandise to our stores, e-commerce consumers or wholesale customers.

Our success depends on our ability to retain senior management and recruit and retain other key associates.

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The loss of the services of any member of our senior management or key associates, the inability to attract and retain other qualified personnel or the inability to effectively transition positions could adversely affect the sales, design and production of our products as well as the implementation of our strategic initiatives.

Also, we have recently experienced changes in key senior management personnel, including our chief executive officer and chief financial officer.

Management transitions may create uncertainty, and if we do not successfully manage the transition, it could be disruptive to our daily operations or impact public or market perception, which could negatively impact our ability to operate effectively and have an adverse impact on our business.

Our retail business depends on our ability to secure affordable and desirable leased locations without creating a competitive concentration of stores.

Our retail business depends on our ability to secure affordable and desirable leased locations.

The success of the retail business within our Famous Footwear and Brand Portfolio segments depends, in part, on our ability to secure affordable, long-term leases in desirable locations for our leased retail footwear stores and to secure renewals of such leases.

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No assurance can be given that we will be able to successfully negotiate lease renewals for existing stores or obtain acceptable terms for new stores in desirable locations.

In addition, opening new stores in our existing markets may result in reduced net sales in existing stores as our stores become more concentrated in the markets we serve.

As a result, the number of consumers and financial performance of individual stores may decline and the average sales per square foot at our stores may be reduced.

Due to the changing retail landscape, we may want to reduce the number of retail store locations but may be unable to successfully exit lease agreements.

Further, the Company may not be able to renew some leases in the portfolio at the same favorable lease rates during renegotiation.

This may result in impairments or lease termination charges that adversely impact our financial results.

Failure to successfully execute our planned campus sale and relocation could result in unexpected expenditures and operational disruptions.

We have entered into an agreement to sell a portion of our headquarters campus in Clayton, Missouri, which is subject to certain closing conditions.

We have also entered into two letters of intent to sell the remaining portions of the headquarters campus.

Should the sale of any of these parcels not be completed, we may have to carry the campus property longer than intended and incur unexpected costs, or if comparable sales prices cannot be secured, we may have to recognize a loss on disposal, adversely impacting our financial results.

Due to the changing retail landscape, we may want to reduce the number of retail store locations but may be unable to successfully exit lease agreements.

Failure to successfully finalize our planned headquarters sale and relocation could result in unexpected expenditures and operational disruptions.

We have completed the sale of a portion of our headquarters campus in Clayton, Missouri and entered into an agreement to sell one remaining portion of the campus, while the other is being actively marketed.

Should the sale of either of the remaining parcels not be completed, we may have to carry a portion of the campus property longer than intended and incur unexpected costs, or if comparable sales prices cannot be secured, we may have to recognize a loss on disposal, adversely impacting our financial results.

In addition, the build-out of our new leased headquarters could be delayed or cost more than expected, which could cause disruption to our business operations or negatively impact our financial results.

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Our success depends, in part, on our ability to keep existing consumers, while also attracting new consumers, and a damaged reputation will hinder that ability .

In addition, the increased use of social media by us and by our consumer has also increased the risk to our reputation.

In addition, the increased use of social media by us and our consumer has also increased the risk to our reputation.

Negative commentary regarding us or the products we sell may be posted on social media at any time.

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In addition, changes in the tax laws of foreign jurisdictions may arise as a result of the Pillar Two (“Pillar Two”) Global Anti-Base Erosion model rules that were released by the Organization for Economic Cooperation and Development (OECD) in 2021.

The OECD continues to release guidance and many countries implemented legislation to adopt the rules for tax years beginning in 2024.

Although the United States has not yet enacted legislation implementing Pillar Two, there can be no assurance that our effective tax rate or tax payments will not be adversely affected as countries independently amend their tax laws to adopt Pillar Two.

The OECD continues to release guidance and many countries are implementing legislation to adopt the rules, which became effective on January 1, 2024.

In January 2026, the OECD announced that the U.S.

multinational regime would be considered a side-by-side regime that should prevent U.S.

companies from double taxation.

Although we do not anticipate a material change to our tax provision as a result of Pillar Two, there can be no assurance that our effective tax rate or tax payments will not be adversely affected as countries independently amend their tax laws to adopt

We continue to evaluate the impact of Pillar Two as additional guidance becomes available;

however, uncertainty remains regarding the timing and interpretation of the rules by the jurisdictions in which we operate.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBB Act”) was enacted into law.

The OBBB Act includes a broad range of tax reform provisions, including allowing accelerated tax deductions for qualified property and immediate deduction of domestic research and development costs.

The OBBB Act also modifies some of the international tax rules.

We are in the process of evaluating the impact of certain provisions of the OBBB Act on our consolidated financial statements, but the provisions are not expected to have a material impact on the Company’s income tax provision.

Our commitments and shareholder expectations relating to responsible business initiatives may expose us to liabilities, increased costs, reputational harm, and other adverse effects on our business.

We are increasingly focused on responsible business initiatives relating to our business, including greenhouse gas emissions, human and civil rights and talent management.

We continue to be focused on responsible business initiatives relating to our business, including greenhouse gas emissions, human and civil rights and talent management.

New laws and regulations in these areas, including those passed by the State of California, will be required to be adopted, and may be passed by other states or regulatory agencies.

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In addition, the requirements may not be uniform across jurisdictions, which may result in increased complexity and cost to become or remain compliant.

Further, international expansion into Europe and China resulting from the Stuart Weitzman footprint in those areas present new exposure to responsible business initiative regulations.

For example, collection and assurance of responsible business initiative data and developing and acting on such initiatives can be costly, difficult and time consuming and is subject to evolving reporting standards, including climate- and nature-related disclosure requirements and the EU’s disclosure regulations set forth in the Corporate Sustainability Directive (“CSRD”), and similar proposals and laws by other domestic and international regulatory bodies.

Non-compliance with these rules or standards or a failure to address regulator, stakeholder and societal expectations may result in potential cost increases, litigation, fines, penalties, production and sales restrictions, brand or reputational damage, loss of customers, suppliers and commercial partners, failure to retain and attract talent, lower valuation and higher investor activism activities.

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Possible violations of United States or international laws or regulations could include inadequate recordkeeping of our imported products, misstatements or errors as to the origin, classification, marketing or valuation of our imported products, fraudulent visas or labor violations.

The effects of these factors could render our conduct of business in a particular country undesirable or impractical and have a negative impact on our operating results.

effects of these factors could render our conduct of business in a particular country undesirable or impractical and have a negative impact on our operating results.

Our reputation and competitive position are dependent on our ability to license well-recognized brands, license our own brands under successful licensing arrangements and protect our intellectual property rights.

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Furthermore, many of our license agreements require minimum royalty payments, and if we are unable to generate sufficient sales and profitability to cover these minimum royalty requirements, we may be required to make additional payments to the licensors that could have a material adverse effect on our business and results of operations.

addition, because certain of our license agreements are non-exclusive, new or existing competitors may obtain licenses with overlapping product or geographic terms, resulting in increased competition for a particular market.

In addition, because certain of our license agreements are non-exclusive, new or existing competitors may obtain licenses with overlapping product or geographic terms, resulting in increased competition for a particular market.

Licenses - Company as Licensor

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Our business, results of operations, financial condition and cash flows could be adversely affected by the failure of financial institutions to fulfill their commitments under our Credit Agreement.

The Fourth Amended and Restated Credit Agreement (the “Credit Agreement”), which matures on October 5, 2026, is provided by a syndicate of financial institutions, with each institution agreeing severally (and not jointly) to make revolving credit loans to us in an aggregate amount of up to $500.0 million in accordance with the terms of the Credit Agreement.

The Seventh Amendment to the Fourth Amended and Restated Credit Agreement (the “Credit Agreement”), which matures on June 27, 2030, is provided by a syndicate of financial institutions, with each institution agreeing severally (and not jointly) to make revolving credit loans to us in an aggregate amount of up to $700.0 million in accordance with the terms of the Credit Agreement.

In addition, the Credit Agreement provides for an increase at the Company’s option by up to $250.0 million.

If one or more of the financial institutions participating in the Credit Agreement were to default on its obligation to fund its commitment, the portion of the facility provided by such defaulting financial institution may not be available to us.

In addition, as of February 1, 2025, total borrowing availability under the Credit Agreement was $272.3 million.

In addition, as of January 31, 2026, total borrowing availability under the Credit Agreement was $207.7 million.

Failure to meet our debt covenants under the Credit Agreement may require the Company to seek waivers or amendments of the debt covenants, alternative or additional sources of financing or reduce expenditures.

In addition, borrowings under our Credit Agreement bear interest at variable rates.

In addition, borrowings under our Credit Agreement bear interest at varying rates based on either the secured overnight financing rate or the prime rate, plus a spread.

As a result, increases in interest rates, such as those we have recently experienced, could require a greater portion of our cash flow to be used to pay interest, which will negatively impact our net income and cash flow from operations .

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What changed 10-K

Item 1A. Risk Factors