Item 8. Financial Statements and Supplementary Data
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our management is responsible for the information and representations contained in this report. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which we consider appropriate in the circumstances and include some amounts based on our best estimates and judgments. Other financial information in this report is consistent with these financial statements.
Our accounting systems include controls designed to reasonably ensure that assets are safeguarded from unauthorized use or disposition and which provide for the preparation of financial statements in conformity with GAAP. These systems are supplemented by the selection and training of qualified financial personnel and an organizational structure providing for appropriate segregation of duties.
The Audit Committee is responsible for appointing the independent registered public accounting firm and reviews with the independent registered public accounting firm and management the scope and the results of the annual examination, the effectiveness of the accounting control system and other matters relating to our financial affairs as they deem appropriate.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Columbia Sportswear Company
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Columbia Sportswear Company and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes, and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the Audit Committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Intangible Assets, Net – prAna Trade name – Refer to Notes 2 and 9 to the consolidated financial statements
Critical Audit Matter Description
The Company has trademarks and trade names (“trade names”) that are indefinite-lived intangible assets. As of December 31, 2025, the carrying value of the Intangible assets, net was $71.2 million, of which $43.8 million was attributed to prAna’s trade name. The Company uses the relief from royalty method to estimate fair value, which requires management to make significant estimates and assumptions related to the royalty rate and discount rate to estimate the fair value of the prAna trade name.
Auditing management’s estimates and assumptions related to the royalty rate and discount rate for prAna's trade name valuation involved especially subjective judgment.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management’s estimates and assumptions related to the royalty rate for the prAna trade name valuation included the following, among others:
• We tested the effectiveness of controls over intangible assets, including those over the selection of the royalty rate and discount rate.
• To evaluate the reasonableness of the (1) royalty rate and (2) discount rate, with the assistant of our fair value specialists, we:
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◦ Tested the source information underlying the determination of the royalty rate selected by management and compared the selected royalty rate to rates from royalty agreements in the outdoor apparel industry for comparable companies and the Company's own contract royalty rates.
◦ Tested the inputs and source information underlying the determination of the discount rate by comparing to reputable third-party data or industry information and tested the mathematical accuracy of the calculation.
◦ Developed a range of independent estimates of the discount rate and compared those to the discount rate selected by management.
/s/ DELOITTE & TOUCHE LLP
Portland, Oregon
February 25, 2026
We have served as the Company’s auditor since at least 1994; however, an earlier year could not be reliably determined.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Columbia Sportswear Company
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Columbia Sportswear Company and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 25, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Portland, Oregon
February 25, 2026
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Notes to Consolidated Financial Statements
CONSOLIDATED BALANCE SHEETS
As of December 31,
(in thousands) 2025 2024
ASSETS
Current assets:
Cash and cash equivalents $ 442,028 $ 531,869
Short-term investments 348,766 283,608
Accounts receivable, net of allowance of $ 4,665 and $ 4,789 , respectively
403,168 417,539
Inventories 689,456 690,515
Prepaid expenses and other current assets 89,080 85,051
Total current assets 1,972,498 2,008,582
Property, plant and equipment, net 279,131 282,908
Operating lease right-of-use assets 425,492 399,669
Intangible assets, net 71,221 79,221
Goodwill 5,694 26,694
Deferred income taxes 108,127 104,203
Other non-current assets 66,330 73,988
Total assets $ 2,928,493 $ 2,975,265
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 385,599 $ 385,695
Accrued liabilities 278,421 273,330
Operating lease liabilities 88,501 75,857
Income taxes payable 8,293 31,663
Total current liabilities 760,814 766,545
Non-current operating lease liabilities 389,188 373,328
Income taxes payable 15,076 13,176
Deferred income taxes 1,033 310
Other long-term liabilities 52,239 41,867
Total liabilities 1,218,350 1,195,226
Commitments and contingencies (Note 15)
Shareholders' equity:
Preferred stock; 10,000 shares authorized; none issued and outstanding
— —
Common stock (no par value); 250,000 shares authorized; 53,495 and 56,245 issued and outstanding, respectively
— —
Retained earnings 1,775,796 1,843,261
Accumulated other comprehensive loss ( 65,653 ) ( 63,222 )
Total shareholders' equity 1,710,143 1,780,039
Total liabilities and shareholders' equity $ 2,928,493 $ 2,975,265
See accompanying notes to consolidated financial statements.
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Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31,
(in thousands, except per share amounts) 2025 2024 2023
Net sales $ 3,397,351 $ 3,368,582 $ 3,487,203
Cost of sales 1,680,629 1,677,497 1,757,271
Gross profit 1,716,722 1,691,085 1,729,932
Selling, general and administrative expenses 1,502,506 1,443,906 1,416,313
Impairment of goodwill and intangible assets
29,000 — 25,000
Net licensing income 21,823 23,562 21,665
Operating income
207,039 270,741 310,284
Interest income, net 17,867 27,703 13,687
Other non-operating income (expense), net 4,718 ( 257 ) 2,221
Income before income tax
229,624 298,187 326,192
Income tax expense
52,400 74,914 74,792
Net income
$ 177,224 $ 223,273 $ 251,400
Earnings per share:
Basic $ 3.24 $ 3.83 $ 4.11
Diluted $ 3.24 $ 3.82 $ 4.09
Weighted average shares outstanding:
Basic 54,678 58,333 61,232
Diluted 54,762 58,502 61,424
See accompanying notes to consolidated financial statements.
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Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended December 31,
(in thousands) 2025 2024 2023
Net income
$ 177,224 $ 223,273 $ 251,400
Other comprehensive loss:
Change in available-for-sale securities (net of tax effect of $( 4 ), $ 20 and $ 46 , respectively)
11 ( 61 ) 145
Change in derivative transactions (net of tax effects of $ 8,582 , $( 5,963 ) and $ 6,662 , respectively)
( 28,030 ) 19,705 ( 18,101 )
Foreign currency translation adjustments (net of tax effects of $( 5,469 ), $( 385 ) and $ 285 , respectively)
25,588 ( 37,030 ) 2,757
Other comprehensive loss ( 2,431 ) ( 17,386 ) ( 15,199 )
Comprehensive income $ 174,793 $ 205,887 $ 236,201
See accompanying notes to consolidated financial statements.
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Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
(in thousands) 2025 2024 2023
Cash flows from operating activities:
Net income $ 177,224 $ 223,273 $ 251,400
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 56,835 55,944 58,063
Non-cash lease expense 86,346 77,378 68,989
Provision for uncollectible accounts receivable 1,666 2,555 3,142
Deferred income taxes 422 ( 6,204 ) ( 5,135 )
Share-based compensation
24,238 24,777 23,051
Loss on impairment of goodwill, intangible assets, and property, plant and equipment
39,112 2,679 26,335
Other, net ( 6,193 ) ( 13,681 ) 39
Changes in operating assets and liabilities:
Accounts receivable 23,021 ( 11,803 ) 123,830
Inventories 12,231 39,131 283,826
Prepaid expenses and other current assets ( 17,818 ) 6,792 29,840
Other assets ( 1,988 ) ( 710 ) ( 3,148 )
Accounts payable ( 409 ) 155,176 ( 85,862 )
Accrued liabilities ( 10,482 ) 8,815 ( 62,239 )
Income taxes payable ( 21,487 ) 1,991 ( 8,800 )
Operating lease assets and liabilities ( 84,864 ) ( 78,627 ) ( 73,718 )
Other liabilities 5,049 3,556 6,684
Net cash provided by operating activities 282,903 491,042 636,297
Cash flows from investing activities:
Purchases of short-term investments ( 606,845 ) ( 669,093 ) ( 528,491 )
Sales and maturities of short-term investments 552,288 816,232 121,279
Capital expenditures ( 66,166 ) ( 59,805 ) ( 54,607 )
Net cash provided by (used in) investing activities ( 120,723 ) 87,334 ( 461,819 )
Cash flows from financing activities:
Proceeds from credit facilities — — 837
Repayments on credit facilities — — ( 837 )
Proceeds from issuance of common stock related to share-based compensation
5,544 6,120 7,354
Tax payments related to share-based compensation
( 6,033 ) ( 4,871 ) ( 4,681 )
Repurchase of common stock ( 201,096 ) ( 317,756 ) ( 184,022 )
Cash dividends paid ( 65,530 ) ( 69,732 ) ( 73,440 )
Net cash used in financing activities ( 267,115 ) ( 386,239 ) ( 254,789 )
Net effect of exchange rate changes on cash 15,094 ( 10,587 ) 389
Net increase (decrease) in cash and cash equivalents ( 89,841 ) 181,550 ( 79,922 )
Cash and cash equivalents, beginning of period 531,869 350,319 430,241
Cash and cash equivalents, end of period $ 442,028 $ 531,869 $ 350,319
Supplemental disclosures of cash flow information:
Cash paid during the period for income taxes $ 86,394 $ 76,104 $ 90,507
Supplemental disclosures of non-cash investing and financing activities:
Property, plant and equipment acquired through increase in liabilities $ 8,274 $ 10,735 $ 10,125
See accompanying notes to consolidated financial statements.
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Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF EQUITY
(in thousands, except per share amounts) Common Stock Retained Earnings Accumulated Other Comprehensive Loss
Total
Shares
Outstanding Amount
Balance, December 31, 2022
62,139 $ 12,692 $ 1,953,734 $ ( 30,637 ) $ 1,935,789
Net income — — 251,400 — 251,400
Other comprehensive loss
— — — ( 15,199 ) ( 15,199 )
Cash dividends ($ 1.20 per share)
— — ( 73,440 ) — ( 73,440 )
Issuance of common stock related to share-based compensation, net
235 2,673 — — 2,673
Share-based compensation expense
— 23,051 — — 23,051
Repurchase of common stock ( 2,378 ) ( 36,774 ) ( 147,248 ) — ( 184,022 )
Excise taxes related to repurchase of common stock — ( 1,642 ) — — ( 1,642 )
Balance, December 31, 2023
59,996 — 1,984,446 ( 45,836 ) 1,938,610
Net income — — 223,273 — 223,273
Other comprehensive loss
— — — ( 17,386 ) ( 17,386 )
Cash dividends ($ 1.20 per share)
— — ( 69,732 ) — ( 69,732 )
Issuance of common stock related to share-based compensation, net
211 1,249 — — 1,249
Share-based compensation expense
— 24,777 — — 24,777
Repurchase of common stock ( 3,962 ) ( 23,030 ) ( 294,726 ) — ( 317,756 )
Excise taxes related to repurchase of common stock — ( 2,996 ) — — ( 2,996 )
Balance, December 31, 2024
56,245 — 1,843,261 ( 63,222 ) 1,780,039
Net income — — 177,224 — 177,224
Other comprehensive loss
— — — ( 2,431 ) ( 2,431 )
Cash dividends ($ 1.20 per share)
— — ( 65,530 ) — ( 65,530 )
Issuance of common stock related to share-based compensation, net
223 ( 489 ) — — ( 489 )
Share-based compensation expense
— 24,238 — — 24,238
Repurchase of common stock ( 2,973 ) ( 21,937 ) ( 179,159 ) — ( 201,096 )
Excise taxes related to repurchase of common stock — ( 1,812 ) — — ( 1,812 )
Balance, December 31, 2025
53,495 $ — $ 1,775,796 $ ( 65,653 ) $ 1,710,143
See accompanying notes to consolidated financial statements.
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Notes to Consolidated Financial Statements
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE PAGE
Note 1 Basis of Presentation and Organization 44
Note 2 Summary of Significant Accounting Policies 44
Note 3 Revenues 49
Note 4 Segment Information 50
Note 5 Share-Based Compensation 52
Note 6 Earnings Per Share 57
Note 7 Property, Plant and Equipment, Net 58
Note 8 Leases 58
Note 9 Intangible Assets, Net and Goodwill 59
Note 10 Income Taxes 61
Note 11 Short-Term Borrowings and Credit Lines 65
Note 12 Supply Chain Financing 66
Note 13 Accrued Liabilities 66
Note 14 Retirement Savings Plans 67
Note 15 Commitments and Contingencies 67
Note 16 Shareholders' Equity 68
Note 17 Accumulated Other Comprehensive Loss 68
Note 18 Financial Instruments and Risk Management 68
Note 19 Fair Value Measures 70
Note 20 Subsequent Events 72
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Notes to Consolidated Financial Statements
NOTE 1 — BASIS OF PRESENTATION AND ORGANIZATION
NATURE OF THE BUSINESS
Columbia Sportswear Company connects active people with their passions through its four brands, Columbia, SOREL, Mountain Hardwear, and prAna, by designing, developing, marketing, and distributing its outdoor, active and lifestyle apparel, footwear, accessories, and equipment products to meet the diverse needs of its customers and consumers.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Columbia Sportswear Company, its wholly owned subsidiaries and entities in which it maintains a controlling financial interest (the "Company"). All significant intercompany balances and transactions have been eliminated in consolidation.
ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results may differ from these estimates and assumptions. The Company's significant estimates relate to sales reserves, excess, close-out and slow-moving inventory, impairment of long-lived assets, impairment of indefinite-lived intangible assets and goodwill, and income taxes.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
Cash and cash equivalents are stated at fair value or at cost, which approximates fair value, and include short-term highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity they present insignificant risk of changes in value because of changes in interest rates, with original maturities of three months or less. As of December 31, 2025, Cash and cash equivalents consisted of cash, money market funds, United States ("U.S.") government treasury bills, time deposits, and commercial paper. As of December 31, 2024, Cash and cash equivalents consisted of cash, money market funds, U.S. government treasury bills, and time deposits.
INVESTMENTS
As of December 31, 2025, Short-term investments consisted of U.S. government treasury bills and commercial paper, as well as money market funds and mutual fund shares held as part of the Company’s deferred compensation plan expected to be distributed in the next twelve months. As of December 31, 2024, Short-term investments consisted of U.S. government treasury bills, as well as money market funds and mutual fund shares held as part of the Company’s deferred compensation plan expected to be distributed in the next twelve months. The U.S. government treasury bills and commercial paper are classified as available-for-sale debt securities and are recorded at fair value with any unrealized gains or losses reported, net of tax, in Other comprehensive loss . Investments held as part of the Company's deferred compensation plan are recorded at fair value with any gains and losses included in Selling, general and administrative expenses ("SG&A expenses"); a corresponding deferred compensation liability adjustment is recorded separately, resulting in no overall net effect on the Company’s Consolidated Statements of Operations.
As of December 31, 2025 and 2024, long-term investments included in Other non-current assets consisted of money market funds and mutual fund shares held to offset liabilities to participants in the Company's deferred compensation plan. These investments are classified as long-term because the related deferred compensation liabilities are not expected to be paid within the next twelve months. These investments are recorded at fair value with gains and losses reported in SG&A expenses ; a corresponding deferred compensation liability adjustment is recorded separately, resulting in no overall net effect on the Company’s Consolidated Statements of Operations.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Accounts receivable have been reduced by an allowance for doubtful accounts. The Company maintains an allowance for estimated credit losses resulting from the inability of the Company's customers to make required payments. The allowance represents the current estimate of
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Notes to Consolidated Financial Statements
lifetime expected credit losses over the remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses, and future expectations. Write-offs of accounts receivable were $ 1.6 million and $ 2.5 million for the years ended December 31, 2025 and 2024 , respectively.
INVENTORIES
Inventories consist primarily of finished goods and are carried at the lower of cost or net realizable value. Cost is determined using standard cost, which approximates the first-in, first-out method. The Company regularly reviews its inventories for excess, close-out or slow-moving items and makes provisions as necessary to properly reflect inventory value.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment ("PP&E") are stated at cost, net of accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. The principal estimated useful lives are: land improvements, 15 years; buildings and building improvements, 15 - 30 years; furniture and fixtures, 3 - 10 years; and machinery, software and equipment, 3 - 10 years. Leasehold improvements are depreciated over the lesser of the estimated useful life of the improvement, which is most commonly 7 years, or the remaining term of the underlying lease.
Improvements to PP&E that substantially extend the useful life of the asset are capitalized. Repair and maintenance costs are expensed as incurred. Internal and external costs directly related to the development of internal-use software during the application development stage, including costs incurred for third-party contractors and employee compensation, are capitalized and depreciated over a 3 - 10 year estimated useful life.
CLOUD COMPUTING ARRANGEMENTS
The Company’s cloud computing arrangements that are service contracts ("CCAs") primarily relate to various enterprise resource planning systems, as well as other supporting systems. Implementation costs associated with CCAs are capitalized ("CCA assets") when incurred during the application development stage and generally included in Other non-current assets in the Consolidated Balance Sheets. CCA assets are amortized on a straight-line basis over the lesser of their assessed useful lives or the contractual term of the CCA contract, with amortization included in the same financial statement line item in the Consolidated Statements of Operations as the expense for fees in the associated CCA contract. As of December 31, 2025, CCA assets in-service have useful lives which range from approximately one year to six years . As of December 31, 2025 and 2024, CCA assets consisted of capitalized implementation costs of $ 46.9 million and $ 42.4 million, respectively and associated accumulated amortization of $ 36.6 million and $ 28.6 million, respectively. Changes in these assets are recorded in Other assets within operating activities in the Consolidated Statements of Cash Flows.
IMPAIRMENT OF LONG-LIVED ASSETS
Long-lived assets, which include PP&E, lease right-of-use ("ROU") assets and CCA assets, are tested for recoverability only when events or circumstances indicate the carrying value may not be recoverable. In these cases, the Company estimates the future undiscounted cash flows to be derived from the asset or asset group to determine whether the asset or asset group is recoverable. If the carrying value of an asset or asset group exceeds the estimated undiscounted future cash flows, an analysis is performed to estimate the fair value of the asset or asset group. An impairment is recorded if the fair value of the asset or asset group is less than the carrying amount.
Impairment charges of long-lived assets, if any, are classified as SG&A expenses .
During 2025, the Company tested certain long-lived assets for impairment at certain underperforming retail locations. Refer to Note 7 for further information regarding impairment charges recorded to PP&E.
DEFINITE-LIVED INTANGIBLE ASSETS
Intangible assets that are determined to have finite lives were amortized using the straight-line method over their estimated useful lives.
INDEFINITE-LIVED INTANGIBLE ASSETS AND GOODWILL
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Notes to Consolidated Financial Statements
Indefinite-lived intangible assets (which consists of trade names and trademarks) (collectively, "trade names") and goodwill reporting units are tested for impairment annually or when events or changes in circumstances indicate that it is more likely than not that the fair value of the asset is less than its carrying amount (a "triggering event"). In the impairment test for trade names, the Company compares the estimated fair value of each asset to its carrying amount. In the impairment test for goodwill, the estimated fair value of the reporting unit is compared with the carrying amount of that reporting unit. For both trade names and goodwill, if the carrying amount exceeds its estimated fair value, the Company recognizes an impairment loss as the excess of carrying amount over the estimate of fair value.
Impairment charges of goodwill and indefinite-lived intangible assets, if any, are classified as Impairment of goodwill and intangible assets in the Consolidated Statements of Operations.
During 2025, the Company tested prAna and Mountain Hardwear trade names and goodwill reporting units for impairment. Refer to Note 9 for further information regarding these impairments.
LEASES
The Company leases, among other things, retail space, office space, warehouse facilities, storage space, vehicles, and equipment. Generally, the initial lease terms are between 5 and 10 years. Certain lease agreements contain scheduled rent escalation clauses and others include rental payments adjusted periodically depending on an index or rate. Certain retail space lease agreements provide for additional rents based on a percentage of annual sales in excess of stipulated minimums ("percentage rent"). Certain lease agreements require the Company to pay real estate taxes, insurance, common area maintenance, and other costs, collectively referred to as operating costs, in addition to base rent.
Certain lease agreements also contain lease incentives, such as tenant improvement allowances and rent holidays. Most leases include one or more options to renew, with renewal terms that can extend the lease term from approximately one to 10 years or more. The exercise of lease renewal options is generally at the Company's sole discretion. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a lease ROU asset and a lease liability at the lease commencement date. The lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. Key estimates and judgments include how the Company determines (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) the lease term and (3) lease payments.
Unpaid lease payments are discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor's estimated residual value or the amount of the lessor's deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease. The Company's incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Because the Company does not generally borrow on a collateralized basis, it uses market-based rates as an input to derive an appropriate incremental borrowing rate, adjusted for the lease term and the effect on that rate of designating specific collateral with a value equal to the unpaid lease payments for that lease.
The Company's lease contracts may include options to extend the lease following the initial term or terminate the lease prior to the end of the initial term. In most instances, at the commencement of the leases, the Company has determined that it is not reasonably certain to exercise either of these options; accordingly, these options are generally not considered in determining the initial lease term. In instances where the Company exercises an option it had previously determined it was not reasonably certain to exercise, the Company reassesses any remaining options in the contract that it is reasonably certain to exercise in its measurement of the lease term.
For most lease agreements entered into or reassessed after the adoption of Accounting Standards Codification ("ASC") 842, the Company has elected the practical expedient to account for the lease and non-lease components as a single lease component. Therefore, for those leases, the lease payments used to measure the lease liability include all of the fixed consideration in the contract.
Variable lease payments associated with the Company's leases are recognized upon occurrence of the event, activity, or circumstance in the lease agreement on which those payments are assessed. Variable lease payments are presented in the Company's Consolidated Statements of Operations in the same line item as expense arising from fixed lease payments, which is generally within SG&A expenses .
Leases with an initial term of 12 months or less are considered short-term leases and not recorded on the Consolidated Balance Sheets. The Company recognizes lease expense for short-term leases on a straight-line basis over the lease term.
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Notes to Consolidated Financial Statements
INCOME TAXES
Income taxes are based on amounts of taxes payable or refundable in the current year and on expected future tax consequences of events that are recognized in the financial statements in different periods than they are recognized in tax returns. As a result of timing of recognition and measurement differences between financial accounting standards and income tax laws, temporary differences arise between amounts of pre-tax financial statement income and taxable income and between reported amounts of assets and liabilities in the Consolidated Balance Sheets and their respective tax bases. Deferred income tax assets and liabilities reported in the Consolidated Balance Sheets reflect estimated future tax effects attributable to these temporary differences and to net operating loss and net capital loss carryforwards, based on tax rates expected to be in effect for years in which the differences are expected to be settled or realized. Realization of deferred tax assets is dependent on future taxable income in specific jurisdictions. Valuation allowances are used to reduce deferred tax assets to amounts considered likely to be realized.
Accrued income taxes in the Consolidated Balance Sheets include unrecognized income tax benefits relating to uncertain tax positions, including related interest and penalties, classified as current or non-current. The Company recognizes the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. In making this determination, the Company assumes that the taxing authority will examine the position and that it will have full knowledge of all relevant information. Changes in the Company's assessment may result in the recognition of a tax benefit or an additional charge to the tax provision in the period the assessment changes.
DERIVATIVES
The effective portion of changes in the fair value of outstanding cash flow hedges is recorded in Accumulated other comprehensive loss until earnings are affected by the hedged transaction, and any ineffective portion is included in earnings. In most cases, amounts recorded in Accumulated other comprehensive loss will be released to earnings after maturity of the related derivative. The Consolidated Statements of Operations classification of results from effective hedges is the same as that of the underlying exposure. Results of hedges of product costs are recorded in Cost of sales when the underlying hedged transactions affect earnings. Results of hedges of revenue are recorded in Net sales when the underlying hedged transactions affect earnings. Unrealized derivative gains and losses, which are recorded in assets and liabilities, respectively, are non-cash items and therefore are taken into account in the preparation of the Consolidated Statements of Cash Flows based on their respective balance sheet classifications.
FOREIGN CURRENCY TRANSLATION
For the Company's subsidiaries whose functional currency is not the U.S. dollar, assets and liabilities have been translated into U.S. dollars using the exchange rates in effect at period end, and the sales and expenses have been translated into U.S. dollars using average exchange rates in effect during the period. The foreign currency translation adjustments are included as a component of Accumulated other comprehensive loss in the Consolidated Balance Sheets.
REVENUE RECOGNITION
Revenues are recognized when the Company's performance obligations are satisfied as evidenced by transfer of control of promised goods to customers or consumers, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. Within the Company's wholesale channel, control generally transfers to the customer upon shipment to, or upon receipt by, the customer depending on the terms of sale with the customer. Within the Company's direct-to-consumer ("DTC") channel, control generally transfers to the consumer at the time of sale within retail stores and concession-based arrangements and generally upon shipment to the consumer with respect to e-commerce transactions.
The amount of consideration the Company expects to be entitled to receive and recognize as Net sales across both wholesale and DTC channels varies with changes in sales returns, other accommodations and incentives offered. The Company estimates expected sales returns and other accommodations, such as chargebacks and markdowns, and records a sales reserve to reduce Net sales. These estimates are based on historical rates of product returns and claims, as well as events and circumstances that indicate changes to such historical rates are warranted. However, actual returns and claims in any future period are inherently uncertain and thus may differ from estimates. As a result, the Company adjusts estimates of revenue at the earlier of when the most likely amount of consideration the Company expects to
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receive changes or when the amount of consideration becomes fixed. If actual or expected future returns and claims are significantly different than the sales reserves established, the Company records an adjustment to Net sales in the period in which it made such determination.
Licensing income, which is presented separately as Net licensing income on the Consolidated Statements of Operations and represents less than 1 % of total revenue, is recognized over time based on the greater of contractual minimum royalty guarantees and actual, or estimated, sales of licensed products by the Company's licensees.
The Company expenses sales commissions when incurred, which is generally at the time of sale, because the amortization period would have been one year or less. These costs are recorded within SG&A expenses .
Revenue recognized from contracts with customers is recorded net of sales taxes, value added taxes, or similar taxes that are collected on behalf of local taxing authorities.
Shipping and Handling Costs
Fees for shipping and handling activities which are billed to customers and consumers are recorded as Net Sales . The Company has elected to account for shipping and handling activities that occur after a customer has obtained control of a good as fulfillment costs rather than an additional performance obligation. Freight costs associated with the shipment of goods to customers and consumers, including freight costs associated with the transfer of inventory within the Company's distribution network and to the Company's retail stores, are recorded as Cost of sales .
Shipping and handling costs also include costs associated with the handling of inventory and warehousing costs associated with the operation of the Company's owned distribution centers and third-party logistics providers are recorded as SG&A expenses , and were $ 149.7 million, $ 153.9 million and $ 183.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.
COST OF SALES
Cost of sales consists of all direct costs to source and purchase inventory, including product costs, freight, duties and other importation costs, as well as specific provisions for excess, close-out or slow-moving inventory. In addition, certain products carry life-time or limited warranty provisions for defects in quality and workmanship. Cost of sales includes a warranty reserve established for these provisions at the time of sale to cover estimated costs based on the Company's history of warranty repairs and replacements.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
SG&A expenses consists of personnel-related costs, advertising, depreciation and amortization, occupancy, warehousing, and other selling and general operating expenses related to the Company's business functions.
SHARE-BASED COMPENSATION
Share-based compensation cost is estimated at the grant date based on the award's fair value. For stock options, time-based restricted stock units, and market-based restricted stock units, share-based compensation cost is recognized over the expected requisite service period using the straight-line attribution method. For equity-classified market-based restricted stock units, the probability of achieving the related market condition is incorporated into the grant date fair value. If targets are not met, no compensation cost will be reversed except in the case of award forfeitures. For performance-based restricted stock units, share-based compensation cost is recognized based on the Company's assessment of the probability of achieving the related performance targets. If such targets are not met, no compensation cost is recognized and any previously recognized compensation cost is reversed. The Company estimates forfeitures for share-based awards granted, but which are not expected to vest.
ADVERTISING COSTS
Advertising costs, including marketing and demand creation spending, are expensed in the period incurred and are included in SG&A expenses . The Company may reimburse its customers for certain marketing activities at the Company's discretion. The costs for such activities are recorded as advertising costs when the Company has determined a payment is in exchange for a distinct good or service and approximates the fair value of the good or service received. Total advertising expense was $ 220.2 million, $ 198.7 million and $ 209.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.
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RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
In December 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through disaggregation of specific rate reconciliation categories and income taxes paid by jurisdiction. The Company adopted ASU 2023-09 on a retrospective basis within this Annual Report on Form 10-K. The adoption resulted in enhanced disclosures which can be found within Note 10 of these consolidated financial statements.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED
In November 2024, the FASB issued ASU No. 2024-03 ("ASU 2024-03"), Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which includes amendments intended to improve disclosures about a public business entity's expenses, primarily through additional disaggregation of income statement expenses. The amendments are effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The amendments may be applied prospectively or retrospectively. The Company is currently evaluating the ASU to determine the impact on the Company's disclosures.
In September 2025, the FASB issued ASU No. 2025-06 ("ASU 2025-06"), Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which includes amendments intended to modernize the accounting for software costs by removing references to software development stages and clarifying the capitalization threshold. The amendments are effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments may be applied prospectively, retrospectively, or through a modified transition approach. The Company is currently evaluating the ASU to determine the impact on the Company's consolidated financial statements and related disclosures.
RECLASSIFICATIONS
Certain amounts in the prior-period financial statements have been reclassified to conform to the current period presentation. Loss on impairment of PP&E is now included in Loss on impairment of goodwill, intangible assets, and property plant, and equipment in the Company's Consolidated Statements of Cash Flows instead of combined with Other, net .
NOTE 3 — REVENUES
DISAGGREGATED REVENUE
As disclosed below in Note 4, the Company has four geographic reportable segments: U.S., Latin America and Asia Pacific ("LAAP"), Europe, Middle East and Africa ("EMEA"), and Canada.
The following tables disaggregate the Company's reportable segment Net sales by product category and channel, which the Company believes provides a meaningful depiction of how the nature, timing and uncertainty of Net sales are affected by economic factors:
Year Ended December 31, 2025
(in thousands)
U.S. LAAP EMEA Canada Total
Product category net sales:
Apparel, accessories and equipment
$ 1,648,402 $ 478,085 $ 416,142 $ 169,761 $ 2,712,390
Footwear 330,631 133,064 160,778 60,488 684,961
Total $ 1,979,033 $ 611,149 $ 576,920 $ 230,249 $ 3,397,351
Channel net sales:
Wholesale $ 888,238 $ 324,710 $ 426,260 $ 141,346 $ 1,780,554
Direct-to-consumer 1,090,795 286,439 150,660 88,903 1,616,797
Total $ 1,979,033 $ 611,149 $ 576,920 $ 230,249 $ 3,397,351
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Year Ended December 31, 2024
(in thousands)
U.S. LAAP EMEA Canada Total
Product category net sales:
Apparel, accessories and equipment
$ 1,727,076 $ 437,325 $ 355,353 $ 167,420 $ 2,687,174
Footwear 341,152 123,381 156,425 60,450 681,408
Total $ 2,068,228 $ 560,706 $ 511,778 $ 227,870 $ 3,368,582
Channel net sales:
Wholesale $ 926,714 $ 283,751 $ 388,545 $ 135,348 $ 1,734,358
Direct-to-consumer 1,141,514 276,955 123,233 92,522 1,634,224
Total $ 2,068,228 $ 560,706 $ 511,778 $ 227,870 $ 3,368,582
Year Ended December 31, 2023
(in thousands)
U.S. LAAP EMEA Canada Total
Product category net sales
Apparel, Accessories and Equipment $ 1,783,205 $ 392,690 $ 319,468 $ 181,234 $ 2,676,597
Footwear 458,232 127,064 149,769 75,541 810,606
Total $ 2,241,437 $ 519,754 $ 469,237 $ 256,775 $ 3,487,203
Channel net sales
Wholesale $ 1,082,197 $ 256,423 $ 373,583 $ 161,800 $ 1,874,003
Direct-to-consumer 1,159,240 263,331 95,654 94,975 1,613,200
Total $ 2,241,437 $ 519,754 $ 469,237 $ 256,775 $ 3,487,203
CONTRACT BALANCES
As of December 31, 2025 and 2024, the Company did not have any contract assets and had an immaterial amount of contract liabilities included in Accrued liabilities on the Consolidated Balance Sheets.
NOTE 4 — SEGMENT INFORMATION
The Company defines its operating segments on the basis of the way in which internally reported financial information is regularly reviewed by the chief operating decision maker ("CODM") to analyze performance, make decisions, and allocate resources. The Company aggregates its operating segments with similar economic and operating characteristics into four reportable segments: U.S., LAAP, EMEA, and Canada. These reportable segments are organized by geographic location. Each geographic segment operates predominantly in one industry: the design, development, marketing, and distribution of outdoor, active and lifestyle products, including apparel, footwear, accessories, and equipment.
The Company’s CODM is the Company’s chief executive officer. The Company’s CODM assesses the segments’ performance by using each segment's operating income.
The CODM uses each segment's operating income to allocate resources predominantly in the annual budget and forecasting process. The CODM considers plan-to-actual variances on a quarterly basis for the segment operating income profit measure when making decisions about the allocation of operating and capital resources to each segment. The CODM also uses this profit measure to assess the performance of each segment by comparing the results of each segment with one another, and in the overall strategic planning for each segment.
Intersegment net sales and intersegment profits, which are recorded at a negotiated mark-up and eliminated in consolidation, are not material. Unallocated corporate expenses consist of expenses incurred by centrally-managed departmental functions, including information technology, certain supply chain functions, finance, human resources, and legal, as well as executive compensation, unallocated benefit program expense, intangible asset and goodwill impairment charges, and other miscellaneous costs.
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The following tables present segment financial information for the Company's reportable segments:
Year Ended December 31, 2025
(in thousands)
U.S.
LAAP
EMEA
Canada
Total
Net sales
$ 1,979,033 $ 611,149 $ 576,920 $ 230,249 $ 3,397,351
Cost of sales
997,128 274,846 292,527 116,128 1,680,629
Segment selling, general and administrative expenses
612,012 222,430 146,475 53,897 1,034,814
Other segment items (a)
72,750 25,945 16,551 15,796 131,042
Segment operating income
297,143 87,928 121,367 44,428 550,866
Reconciliation to income before income tax:
Unallocated corporate expenses
343,827
Operating income 207,039
Interest income, net
17,867
Other non-operating income, net
4,718
Income before income tax $ 229,624
(a) For each reportable segment, other segment items include certain corporate expenses and net licensing income allocated to each of the reportable segments, as well as net licensing income directly attributable to each of the reportable segments.
Year Ended December 31, 2024
(in thousands)
U.S. LAAP EMEA Canada Total
Net sales
$ 2,068,228 $ 560,706 $ 511,778 $ 227,870 $ 3,368,582
Cost of sales
1,051,855 247,506 264,434 113,702 1,677,497
Segment selling, general and administrative expenses
577,295 207,248 126,121 49,187 959,851
Other segment items (a)
82,356 28,944 17,737 17,184 146,221
Segment operating income
356,722 77,008 103,486 47,797 585,013
Reconciliation to income before income tax:
Unallocated corporate expenses
314,272
Operating income
270,741
Interest income, net
27,703
Other non-operating expense, net
257
Income before income tax
$ 298,187
(a) For each reportable segment, other segment items include certain corporate expenses and net licensing income allocated to each of the reportable segments, as well as net licensing income directly attributable to each of the reportable segments.
Year Ended December 31, 2023
(in thousands)
U.S.
LAAP
EMEA
Canada
Total
Net sales
$ 2,241,437 $ 519,754 $ 469,237 $ 256,775 $ 3,487,203
Cost of sales
1,150,610 227,304 244,570 134,787 1,757,271
Segment selling, general and administrative expenses
591,748 200,939 110,702 49,050 952,439
Other segment items (a)
83,348 29,687 15,022 17,339 145,396
Segment operating income
415,731 61,824 98,943 55,599 632,097
Reconciliation to income before income tax:
Unallocated corporate expenses
321,813
Operating income
310,284
Interest income, net
13,687
Other non-operating income
2,221
Income before income tax
$ 326,192
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(a) For each reportable segment, other segment items include certain corporate expenses and net licensing income allocated to each of the reportable segments, as well as net licensing income directly attributable to each of the reportable segments.
The following table presents segment depreciation and amortization expense information:
Year Ended December 31,
(in thousands)
2025 2024 2023
Depreciation and amortization expense:
U.S. $ 26,274 $ 22,907 $ 21,429
LAAP 6,803 5,885 5,440
EMEA 4,673 4,040 3,545
Canada 3,100 2,913 2,616
Unallocated corporate expense 15,985 20,199 25,033
$ 56,835 $ 55,944 $ 58,063
The following table presents segment asset information, as well as long-lived asset information by geographic area:
As of December 31,
(in thousands)
December 31, 2025 December 31, 2024
Inventories:
U.S. $ 416,041 $ 450,014
LAAP 118,633 108,818
EMEA 106,508 79,710
Canada 48,274 51,973
Total segment assets
689,456 690,515
All other assets
2,239,037 2,284,750
Total assets
$ 2,928,493 $ 2,975,265
Long-lived assets, net:
U.S. $ 536,022 $ 545,401
All other countries 178,920 150,995
$ 714,942 $ 696,396
CONCENTRATIONS
No single customer accounted for 10% or more of Net sales for the years ended December 31, 2025, 2024 and 2023.
NOTE 5 — SHARE-BASED COMPENSATION
At its Annual Meeting held on June 3, 2020, the Company’s shareholders approved the Company’s 2020 Stock Incentive Plan (the “2020 Plan”), and the 2020 Plan became effective on that date following such approval. The 2020 Plan replaced the Company’s 1997 Stock Incentive Plan (the "Prior Plan”) and no new awards will be granted under the Prior Plan. The terms and conditions of the awards granted under the Prior Plan will remain in effect with respect to awards granted under the Prior Plan. The Company has reserved 3.0 million shares of common stock for issuance under the 2020 Plan, plus up to an aggregate of 1.5 million shares of the Company's common stock that were previously authorized and available for issuance under the Prior Plan. As of December 31, 2025, 2,046,846 shares were available for future grants under the 2020 Plan.
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The Company's Stock Incentive Plan allows for grants of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, and other share-based or cash-based awards to officers, executives, key employees and nonemployee members of the Company’s Board of Directors. The Company uses original issuance shares to satisfy share-based payments.
SHARE-BASED COMPENSATION EXPENSE
Share-based compensation expense, which is primarily recorded in SG&A expenses , consisted of the following:
Year Ended December 31,
(in thousands) 2025 2024 2023
Share-based compensation expense - equity awards
$ 24,238 $ 24,777 $ 23,051
Share-based compensation expense - liability awards
413 390 —
Pre-tax share-based compensation expense 24,651 25,167 23,051
Income tax benefits recognized ( 5,898 ) ( 5,774 ) ( 5,365 )
Total share-based compensation expense, net of tax $ 18,753 $ 19,393 $ 17,686
The Company realized a tax benefit for the deduction from share-based award transactions of $ 4.6 million, $ 3.7 million and $ 3.9 million for the years ended December 31, 2025, 2024 and 2023, respectively.
STOCK OPTIONS
Options to purchase the Company's common stock are granted at exercise prices equal to or greater than the fair market value of the Company's common stock on the date of grant. Options generally vest and become exercisable ratably on an annual basis over a period of four years and expire ten years from the date of the grant.
The fair value of stock options is determined using the Black-Scholes model. Key inputs and assumptions used in the model include the exercise price of the award, the expected option term, the expected stock price volatility of the Company's stock over the option's expected term, the risk-free interest rate over the option's expected term, and the Company's expected annual dividend yield. The option's expected term is derived from historical option exercise behavior and the option's terms and conditions, which the Company believes provide a reasonable basis for estimating an expected term. The expected volatility is estimated based on observations of the Company's historical volatility over the most recent term commensurate with the expected term. The risk-free interest rate is based on the U.S. Treasury yield approximating the expected term. The dividend yield is based on the expected cash dividend payouts.
The weighted average assumptions for stock options granted and resulting fair value is as follows:
Year Ended December 31,
2025 2024 2023
Expected option term 4.44 years 4.43 years 4.39 years
Expected stock price volatility 22.40 % 26.39 % 27.37 %
Risk-free interest rate 4.01 % 4.34 % 4.03 %
Expected annual dividend yield 1.38 % 1.45 % 1.36 %
Weighted average grant date fair value per stock option granted $ 19.23 $ 20.86 $ 22.61
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The following table summarizes stock option activity under the Plan:
Number of
Options Weighted
Average
Exercise
Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (1)
(in thousands)
Outstanding as of December 31, 2024
2,146,648 $ 87.44
Granted 160,263 86.84
Exercised ( 77,545 ) 71.50
Forfeited or expired ( 227,565 ) 89.95
Outstanding as of December 31, 2025
2,001,801 $ 87.72 5.35 $ 6.0
Vested and expected to vest as of December 31, 2025
1,976,008 $ 87.74 5.31 $ 6.0
Exercisable as of December 31, 2025
1,538,113 $ 87.93 4.63 $ 6.0
(1) The aggregate intrinsic value above represents pre-tax intrinsic value that would have been realized if all options had been exercised on the last business day of the period indicated, based on the Company's closing stock price on that day.
Stock option compensation expense net of estimated forfeitures, was $ 4.7 million, $ 6.4 million and $ 8.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, unrecognized costs related to outstanding stock options was net of estimated forfeitures and totaled $ 5.4 million, before any related tax benefit. These unrecognized costs related to stock options are expected to be recognized over a weighted average period of 1.75 years. The aggregate intrinsic value of stock options exercised was $ 1.1 million, $ 1.8 million and $ 3.0 million for the years ended December 31, 2025, 2024 and 2023, respectively. The total cash received as a result of stock option exercises was $ 5.5 million, $ 6.1 million and $ 7.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.
RESTRICTED STOCK UNITS
Time-Based Restricted Stock Units
Time-based restricted stock units (“time-based RSUs”) are granted at no cost to officers, executives, key employees, and nonemployee members of the Company’s Board of Directors and generally vest over a period of four years . Time-based RSUs granted to nonemployee members of the Company’s Board of Directors vest over a period of one year . Time-based RSUs vest in accordance with the terms and conditions established by the Talent and Compensation Committee of the Board of Directors, and are based on continued service. Dividend equivalents do not accrue on time-based RSUs.
The fair value of time-based RSUs is determined using the closing price of the Company’s common stock on the date of grant, reduced by the present value of dividends not received during the vesting period. Other assumptions incorporated into the grant date fair value include the vesting period and the Company's expected annual dividend yield.
The weighted average assumptions for time-based RSUs granted and resulting fair value is as follows:
Year Ended December 31,
2025 2024 2023
Vesting period 3.77 years 3.82 years 3.78 years
Expected annual dividend yield 1.47 % 1.45 % 1.39 %
Weighted average grant date fair value per time-based RSU granted $ 78.89 $ 78.26 $ 82.37
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The following table summarizes the time-based RSU activity under the Plan:
Number of
Shares
Weighted Average
Grant Date Fair Value
Outstanding as of December 31, 2024
586,016 $ 81.13
Granted 381,215 78.89
Vested (1)
( 214,835 ) 82.95
Forfeited ( 116,431 ) 81.04
Outstanding as of December 31, 2025
635,965 $ 79.19
(1) The number of awards vested includes shares withheld by the Company to pay up to maximum statutory requirements to taxing authorities on behalf of the employee. For the year ended December 31, 2025, the Company withheld 72,821 shares to satisfy $ 5.9 million of employees' tax obligations for time-based RSUs.
Time-based RSU compensation expense, net of estimated forfeitures, was $ 18.5 million, $ 17.2 million and $ 14.3 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, unrecognized costs related to time-based RSUs was net of estimated forfeitures and totaled $ 32.5 million, before any related tax benefit. These unrecognized costs as of December 31, 2025 are expected to be recognized over a weighted average period of 2.35 years. The total fair value of shares vested for time-based RSUs was $ 17.0 million, $ 14.4 million and $ 13.1 million during the years ended December 31, 2025, 2024, and 2023, respectively, computed as of the date of vesting.
Performance-Based Restricted Stock Units
Performance-based restricted stock units (“performance-based RSUs”) are granted at no cost to certain members of the Company's executive team and are subject to performance and time-based vesting conditions. The number of shares earned by participants, if any, is based on the achievement of the multi-year financial performance targets set by the Talent and Compensation Committee of the Board of Directors and, for some awards, the Company’s financial performance relative to certain comparator companies. The number of performance-based RSUs earned may be adjusted upward or downward, resulting in a minimum and maximum payout of 0 % and 200 %, respectively, based on actual performance.
Performance-based RSUs vest in accordance with the terms and conditions established by the Talent and Compensation Committee of the Board of Directors, and are based on continued service and Company performance over a period of approximately two to three years . Dividend equivalents do not accrue on performance-based RSUs.
The grant date fair value of performance-based RSUs is determined using the closing price of the Company’s common stock on the date of grant, reduced by the present value of dividends not received during the vesting period. Other assumptions incorporated into the grant date fair value include the vesting period and the Company's expected annual dividend yield.
The weighted average assumptions for performance-based RSUs granted and resulting fair value is as follows:
Year Ended December 31,
2025 2024 2023
Vesting period 2.82 years 2.82 years 2.99 years
Expected annual dividend yield 1.42 % 1.50 % 1.36 %
Weighted average grant date fair value per performance-based RSU granted
$ 81.05 $ 76.54 $ 84.77
The following table summarizes the performance-based RSU activity under the Plan:
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Number of Shares (1)
Weighted Average
Grant Date Fair Value
Outstanding as of December 31, 2024
51,879 $ 80.15
Granted 22,860 81.05
Vested (2)
( 5,120 ) 85.64
Forfeited ( 15,168 ) 81.55
Outstanding as of December 31, 2025
54,451 $ 79.62
(1) Reflects activity at target level of awards and has not been adjusted for performance conditions, except for awards that vested during the period.
(2) The number of awards vested includes shares withheld by the Company to pay up to maximum statutory requirements to taxing authorities on behalf of the employee. For the year ended December 31, 2025, the Company withheld 1,722 shares to satisfy $0.1 million of employees' tax obligations for performance-based RSUs.
Performance-based RSU compensation expense, net of estimated forfeitures, was $( 0.1 ) million, $ 0.6 million and $ 0.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025 unrecognized costs related to performance-based RSUs, which are net of estimated forfeitures and reflect achievement of performance forecasted as of the balance sheet date, totaled $ 0.5 million, before any related tax benefit. These unrecognized costs as of December 31, 2025 are expected to be recognized over a weighted average period of 1.24 years. The total fair value of shares vested for performance-based RSUs was $ 0.4 million, $ 0 million and $ 0.6 million during the years ended December 31, 2025, 2024 and 2023, respectively, computed as of the date of vesting.
Market-Based Restricted Stock Units
Market-based restricted stock units (“market-based RSUs”) are granted at no cost to certain members of the Company's executive team and are subject to market and time-based vesting conditions. Market-based RSUs vest in accordance with the terms and conditions established by the Talent and Compensation Committee of the Board of Directors, and are based on continued service and relative total shareholder return of the Company against a comparator group over a period of approximately three years . The number of market-based RSUs earned may be adjusted upward or downward, resulting in a minimum and maximum payout of 0 % and 200 %, respectively, based on actual performance. Dividend equivalents do not accrue on market-based RSUs.
The grant date fair value of market-based RSUs is determined using a Monte Carlo model that simulates a distribution of stock prices for the Company and comparator companies throughout the performance period. Assumptions incorporated into the grant date fair value include the vesting period, expected annual dividend yield, volatility, and correlation coefficients.
The weighted average assumptions for market-based RSUs granted and resulting fair value is as follows:
Year Ended December 31,
2025 2024 2023
Vesting period 2.82 years 2.82 years 0 years
Weighted average grant date fair value per market-based RSU granted
$ 117.40 $ 89.25 $ —
The following table summarizes the market-based RSU activity under the Plan:
Number of Shares (1)
Weighted Average
Grant Date Fair Value
Outstanding as of December 31, 2024
26,273 $ 89.25
Granted 22,860 117.40
Vested (2)
— —
Forfeited ( 7,748 ) 97.78
Outstanding as of December 31, 2025
41,385 $ 103.20
(1) Reflects activity at target level of awards and has not been adjusted for market conditions, except for awards that vested during the period.
(2) The number of awards vested includes shares withheld by the Company to pay up to maximum statutory requirements to taxing authorities on behalf of the employee. For the year ended December 31, 2025, the Company did not withhold any shares to satisfy employees' tax obligations since no awards vested.
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Market-based RSU compensation expense, net of estimated forfeitures, was $ 1.1 million, $ 0.6 million and $ 0 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, unrecognized costs related to market-based RSUs was net of estimated forfeitures and totaled $ 2.1 million, before any related tax benefit. These unrecognized costs as of December 31, 2025 are expected to be recognized over a weighted average period of 1.5 years. No shares vested for market-based RSUs during the years ended December 31, 2025, 2024 and 2023.
Market-Based Long-Term Cash Award
Market-based long-term cash awards are granted to the Company's Chief Executive Officer and are subject to market and time-based vesting conditions. In 2025, the Company issued a long-term cash award to its Chief Executive Officer with a target value of $ 1.3 million that includes both a market and time-based vesting condition, resulting in total market-based long-term cash awards outstanding at target value of $ 2.5 million as of December 31, 2025. Market-based long-term cash awards are liability-classified and vest in accordance with the terms and conditions established by the Talent and Compensation Committee of the Board of Directors, and are based on continued service and relative total shareholder return of the Company against a comparator group over a period of approximately three years . The amount of the long-term cash awards earned may be adjusted upward or downward, resulting in a minimum and maximum payout of 0 % and 200 %, respectively, based on actual performance.
The fair value of market-based long-term cash awards is determined using a Monte Carlo model that simulates a distribution of stock prices for the Company and comparator companies throughout the performance period. Market-based long-term cash award compensation expense was $ 0.4 million, $ 0.4 million, and $ 0 million for the years ended December 31, 2025, 2024 and 2023, respectively. Fair value of all outstanding market-based long-term cash awards as of December 31, 2025 was $ 1.7 million and the Company had unrecognized compensation costs of $ 0.9 million. These unrecognized costs as of December 31, 2025 are expected to be recognized over a weighted average period of 1.5 years.
NOTE 6 — EARNINGS PER SHARE
Earnings per share ("EPS") is presented on both a basic and diluted basis. Basic EPS is based on the weighted average number of common shares outstanding. Diluted EPS reflects the potential dilution that could occur if outstanding securities or other contracts to issue common stock were exercised or converted into common stock.
A reconciliation of the common shares used in the denominator for computing basic and diluted EPS is as follows:
Year Ended December 31,
(in thousands, except per share amounts)
2025 2024 2023
Weighted average common shares outstanding, used in computing basic earnings per share
54,678 58,333 61,232
Effect of dilutive stock options and restricted stock units 84 169 192
Weighted average common shares outstanding, used in computing diluted earnings per share
54,762 58,502 61,424
Earnings per share:
Basic $ 3.24 $ 3.83 $ 4.11
Diluted $ 3.24 $ 3.82 $ 4.09
Weighted average common shares excluded (1)
2,439 1,932 1,996
(1) Common stock related to stock options, time-based restricted stock units, market-based restricted stock units, and performance-based restricted stock units were outstanding but were excluded from the computation of diluted EPS because their effect would be anti-dilutive under the treasury stock method or because the shares were subject to performance or market conditions that had not been met.
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NOTE 7 — PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net consisted of the following:
As of December 31,
(in thousands)
2025 2024
Land and improvements $ 33,021 $ 32,862
Buildings and improvements 235,969 226,336
Machinery, software and equipment 420,565 405,909
Furniture and fixtures 137,640 127,366
Leasehold improvements 202,585 184,800
Construction in progress 13,375 15,420
1,043,155 992,693
Less accumulated depreciation ( 764,024 ) ( 709,785 )
$ 279,131 $ 282,908
Depreciation expense for Property, plant and equipment, net was $ 56.8 million, $ 55.3 million, and $ 56.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Impairment charges recorded for PP&E related to certain underperforming retail locations were $ 10.1 million for the year ended December 31, 2025 and were not material for the years ended December 31, 2024 and 2023.
NOTE 8 — LEASES
The components of lease cost consisted of the following:
Year Ended December 31,
(in thousands) 2025 2024 2023
Operating lease cost $ 108,432 $ 93,653 $ 83,866
Variable lease cost 68,242 67,459 65,376
Short term lease cost 10,179 10,972 10,117
$ 186,853 $ 172,084 $ 159,359
The following table presents supplemental cash flow information related to leases:
Year Ended December 31,
(in thousands) 2025 2024 2023
Cash paid for amounts included in the measurement of operating lease liabilities $ 108,895 $ 98,620 $ 85,793
Operating lease liabilities arising from obtaining lease ROU assets (1)
$ 110,028 $ 128,605 $ 83,393
(1) Includes amounts added to the carrying amount of lease liabilities resulting from lease modifications and reassessments.
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The following table presents supplemental balance sheet information related to leases:
As of December 31,
2025 2024
Weighted average remaining lease term 6.31 years 5.79 years
Weighted average discount rate 5.14 % 4.89 %
The following table presents the future maturities of operating lease liabilities as of December 31, 2025:
(in thousands)
2026 $ 109,510
2027 97,462
2028 84,637
2029 66,055
2030 52,937
Thereafter 152,395
Total operating lease payments
562,996
Less: imputed interest ( 85,307 )
Total operating lease liabilities
477,689
Less: current operating lease liabilities
( 88,501 )
Non-current operating lease liabilities
$ 389,188
As of December 31, 2025, the Company has additional commitments for operating leases that have not yet commenced of $ 12.0 million. These leases will commence in 2026 with lease terms of approximately one to ten years .
NOTE 9 — INTANGIBLE ASSETS, NET AND GOODWILL
During the third quarter of 2025, declines in forecasted revenues and gross margins, primarily as a result of impacts from incremental tariffs and a difficult macroeconomic environment, led to triggering events for the prAna and Mountain Hardwear trade names and goodwill reporting units. As a result, the Company performed interim quantitative impairment tests where the Company compared the estimated fair values of the prAna and Mountain Hardwear trade names and goodwill reporting units to their carrying values.
The fair values of the prAna and Mountain Hardwear trade names were estimated using a relief-from-royalty method under the income approach. The key assumptions used in the relief-from-royalty method were the Company's estimates of projected revenues, royalty rate, and discount rate, taking into consideration market and industry conditions. In the Company's interim quantitative impairment test of the prAna trade name, the fair value of the prAna trade name was less than its carrying value of $ 51.8 million and, therefore, an impairment charge of $ 8.0 million was recorded . In the Company's interim quantitative impairment test of the Mountain Hardwear trade name, the fair value of the Mountain Hardwear trade name exceeded its carrying value and, therefore, no impairment was recorded. The Company did not identify additional triggering events or record additional impairment charges for trade names as part of its annual impairment test. There were no triggering events or impairment charges recorded for trade names during the twelve months ended December 31, 2024.
The fair values of the prAna and Mountain Hardwear goodwill reporting units were estimated using a combination of discounted cash flow and market-based valuation methods. The key assumptions used in the discounted cash flow method were cash flow projections and the discount rate. Cash flow projections were developed, in part, from the Company's annual and long-range planning processes. The discount rate was the estimated weighted-average cost of capital of each reporting unit from a market-participant perspective. The key assumptions used in the market-based valuation method were market multiples for guideline public companies. In the Company's interim quantitative impairment test of the prAna reporting unit, the fair value of the prAna reporting unit was less than its carrying value and, therefore, an impairment charge of $ 8.8 million was recorded. In the Company's interim quantitative impairment test of the Mountain Hardwear reporting unit, the fair value of the Mountain Hardwear reporting unit was less than its carrying value and, therefore, an impairment charge of $ 12.2 million was recorded. The Company did not identify additional triggering events or record additional impairment charges for goodwill as
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part of its annual impairment test. There were no triggering events or impairment charges recorded for goodwill during the twelve months ended December 31, 2024.
INTANGIBLE ASSETS, NET
Intangible assets, net consisted of the following:
As of December 31,
(in thousands)
2025 2024
Intangible assets with definite lives:
Patents and purchased technology $ 14,198 $ 14,198
Customer relationships 23,000 23,000
Gross carrying amount 37,198 37,198
Accumulated amortization:
Patents and purchased technology ( 14,198 ) ( 14,198 )
Customer relationships ( 23,000 ) ( 23,000 )
Accumulated amortization ( 37,198 ) ( 37,198 )
Net carrying amount — —
Intangible assets with indefinite lives 71,221 79,221
Intangible assets, net $ 71,221 $ 79,221
I ntangible assets subject to amortization were fully amortized as of December 31, 2025 and 2024. Amortization expense for intangible assets subject to amortization was $ 0.7 million for the year ended December 31, 2024 and $ 1.7 million for the year ended December 31, 2023.
GOODWILL
Substantially all of the Company's goodwill is recorded in the U.S. segment.
The following table sets forth the changes in Goodwill .
(in thousands)
Balance as of December 31, 2023
Goodwill
$ 73,208
Accumulated impairment losses
( 46,514 )
Carrying value 26,694
Impairment losses during 2024
—
Balance as of December 31, 2024
Goodwill
73,208
Accumulated impairment losses
( 46,514 )
Carrying value 26,694
Impairment losses during 2025
( 21,000 )
Balance as of December 31, 2025
Goodwill
73,208
Accumulated impairment losses
( 67,514 )
Carrying value $ 5,694
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NOTE 10 — INCOME TAXES
INCOME TAX PROVISION
Income before income tax consisted of the following:
Year Ended December 31,
(in thousands)
2025 2024 2023
U.S. operations
$ ( 1,738 ) $ 83,120 $ 125,578
Foreign operations 231,362 215,067 200,614
Income before income tax $ 229,624 $ 298,187 $ 326,192
Components of the provision for income taxes consisted of the following:
Year Ended December 31,
(in thousands)
2025 2024 2023
Current:
Federal $ 7,757 $ 32,073 $ 39,939
State and local 4,588 8,394 6,879
Non-U.S.
39,633 40,651 33,109
51,978 81,118 79,927
Deferred:
Federal ( 3,732 ) ( 11,925 ) ( 5,492 )
State and local ( 2,986 ) ( 1,258 ) ( 1,589 )
Non-U.S.
7,140 6,979 1,946
422 ( 6,204 ) ( 5,135 )
Income tax expense $ 52,400 $ 74,914 $ 74,792
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The following table presents a reconciliation of the federal statutory tax rate to the effective tax rate reported in the financial statements:
Year Ended December 31,
2025 2024 2023
(in thousands, except for percentages of income before tax) Amount % Amount % Amount %
U.S. federal statutory tax rate $ 48,221 21.0 % $ 62,619 21.0 % $ 68,500 21.0 %
State and local income taxes, net of federal income tax effect 1,717 0.7 5,802 1.9 5,567 1.7
Foreign tax effects:
Canada:
Non-federal taxes 3,044 1.3 3,811 1.3 4,198 1.3
Other 948 0.4 689 0.2 859 0.3
China:
Other
7,181 3.1 2,430 0.8 4,372 1.3
Korea:
Changes in valuation allowance 480 0.2 6,355 2.1 — —
Other 95 — 244 0.1 956 0.3
Switzerland:
Statutory tax rate difference between Switzerland and the U.S. ( 20,208 ) ( 8.8 ) ( 17,489 ) ( 5.9 ) ( 15,113 ) ( 4.6 )
Non-federal taxes 10,935 4.8 9,536 3.2 7,137 2.2
Changes in valuation allowance
( 141 ) ( 0.1 ) ( 538 ) ( 0.2 ) 7,001 2.1
Intangible assets — — — — ( 9,458 ) ( 2.9 )
Other 27 — ( 745 ) ( 0.2 ) ( 2,059 ) ( 0.6 )
Other foreign jurisdictions 490 0.3 1,062 0.4 1,542 0.5
Enactment of new tax laws:
Section 987 regulations
( 2,860 ) ( 1.2 ) — — — —
Effect of cross-border tax laws:
Other
509 0.3 2,981 1.0 4,118 1.3
Tax credits:
Research and developments tax credits ( 622 ) ( 0.3 ) ( 2,223 ) ( 0.7 ) ( 2,373 ) ( 0.7 )
Foreign tax credits ( 3,640 ) ( 1.6 ) ( 1,676 ) ( 0.6 ) ( 1,674 ) ( 0.5 )
Nontaxable or nondeductible items:
Impairment of goodwill
2,553 1.1 — — — —
Other
1,571 0.7 1,733 0.6 1,141 0.3
Changes in unrecognized tax benefits 1,598 0.7 323 0.1 790 0.2
Other adjustments
502 0.2 — — ( 712 ) ( 0.3 )
Effective tax rate $ 52,400 22.8 % $ 74,914 25.1 % $ 74,792 22.9 %
(a) State taxes in Oregon, California, Texas, Florida, New Jersey, and Georgia in the current period made up the majority (greater than 50 percent) of the tax effect in this category.
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DEFERRED INCOME TAX BALANCES
Significant components of the Company's deferred taxes consisted of the following:
As of December 31,
(in thousands)
2025 2024
Deferred tax assets:
Accruals and allowances $ 41,251 $ 37,436
Operating lease liabilities
120,198 114,079
Capitalized inventory costs 18,087 17,895
Sales reserves 15,083 16,648
Share-based compensation
11,529 10,682
Net operating loss carryforwards 3,156 2,550
Depreciation and amortization 6,398 10,473
Capitalized research and development expenditures 18,087 23,392
Tax credits 3,241 153
Other 1,399 3,153
Gross deferred tax assets 238,429 236,461
Valuation allowance ( 11,182 ) ( 10,670 )
Net deferred tax assets 227,247 225,791
Deferred tax liabilities:
Depreciation and amortization ( 1,540 ) ( 3,149 )
Prepaid expenses ( 3,044 ) ( 3,216 )
Operating lease ROU assets
( 104,927 ) ( 100,475 )
Deferred tax liability associated with future repatriations ( 7,953 ) ( 7,849 )
Foreign currency ( 2,689 ) ( 7,209 )
Gross deferred tax liabilities ( 120,153 ) ( 121,898 )
Total net deferred taxes $ 107,094 $ 103,893
The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company has foreign net operating loss carryforwards of $ 15.0 million as of December 31, 2025, of which $ 14.5 million have a 15-year carryforward period, $ 0.2 million have a 5-year carryforward period, and $ 0.3 million have an unlimited carryforward period. As of December 31, 2025 and 2024, the net operating losses result in deferred tax assets of $ 3.2 million and $ 2.6 million, respectively, and were subject to a valuation allowance of $ 3.0 million and $ 2.5 million, respectively.
The Company has other foreign deferred tax assets which do not relate to net operating losses of $ 10.6 million and $ 10.7 million for the tax years ending December 31, 2025 and 2024. These foreign deferred tax assets which do not relate to net operating losses were subject to valuation allowances of $ 8.2 million and $ 8.2 million, respectively.
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Net cash paid (refunds received) for income taxes consisted of the following:
Year Ended December 31,
(in thousands)
2025 2024 2023
Federal $ 36,065 $ 25,606 $ 43,000
Aggregated state and local jurisdictions 1,940 4,875 5,855
Disaggregated state and local jurisdictions:
California 654 1,870 1,700
Oregon ( 303 ) 1,165 921
Illinois — — 845
New Jersey 375 475 750
New York 428 492 929
Minnesota
346 — —
Texas
314 — —
Florida
317 — —
Pennsylvania
290 — —
Aggregated foreign jurisdictions 4,497 7,978 6,432
Disaggregated foreign jurisdictions:
Canada 10,931 12,313 14,447
China 16,567 11,289 9,461
Switzerland 13,973 10,041 6,167
Net cash paid for income taxes
$ 86,394 $ 76,104 $ 90,507
As of December 31, 2025, the Company had accumulated undistributed earnings generated by the Company's foreign subsidiaries of $ 268.0 million. These earnings have been subject to U.S. tax, so any further taxes associated with such earnings would generally be limited to foreign withholdings and state taxes. The Company has recorded a deferred tax liability for these, except in the jurisdiction where the Company intends to indefinitely reinvest the earnings.
UNRECOGNIZED TAX BENEFITS
The Company conducts business globally and, as a result, the Company or one or more of its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company is subject to examination by taxing authorities throughout the world, including major jurisdictions such as Canada, China, France, Japan, South Korea, Switzerland, and the U.S. The Company has effectively settled France tax examinations of all years through 2016, Canadian tax examinations of all years through 2018, China tax examinations of all years through 2018, U.S. tax examinations of all years through 2018, Japanese tax examinations of all years through 2019, and Swiss tax examinations of all years through 2019. The Korean National Tax Service concluded an audit of the Company's 2009 through 2013 corporate income tax returns in 2014, an audit of the Company's 2014 corporate income tax return in 2016, and an audit of 2016 through 2020 corporate income tax returns in 2022. Due to the nature of the findings in the 2009 through 2014 audits, the Company has invoked the Mutual Agreement Procedures outlined in the U.S.-Korean income tax treaty. The Company does not anticipate that adjustments relative to these findings, or any other ongoing tax audits, will result in material impacts to its financial condition, results of operations or cash flows. Other than the findings and audits previously noted, the Company is not currently under examination in any other major jurisdiction.
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A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:
Year Ended December 31,
(in thousands)
2025 2024 2023
Balance at beginning of year $ 10,064 $ 10,318 $ 10,177
Increases related to prior year tax positions 728 264 578
Decreases related to prior year tax positions ( 523 ) ( 307 ) —
Increases related to current year tax positions 2,169 1,247 1,376
Expiration of statute of limitations ( 1,402 ) ( 1,458 ) ( 1,813 )
Balance at end of year $ 11,036 $ 10,064 $ 10,318
Unrecognized tax benefits of $ 9.6 million, $ 8.8 million and $ 9.2 million would affect the effective tax rate if recognized as of December 31, 2025, 2024 and 2023, respectively.
The Company recognizes interest expense and penalties related to income tax matters in Income tax expense . The Company recognized a net increase of interest and penalties of $ 0.7 million, $ 0.8 million and $ 2.7 million in 2025, 2024, and 2023 respectively, all of which related to uncertain tax positions. The Company had $ 6.0 million and $ 5.3 million of accrued interest and penalties related to uncertain tax positions as of December 31, 2025 and 2024, respectively.
NOTE 11 — SHORT-TERM BORROWINGS AND CREDIT LINES
DOMESTIC CREDIT FACILITY
The Company has an unsecured, committed revolving credit facility (the “Credit Facility”) that provides for up to $ 500.0 million of borrowings, which is available for working capital and general corporate purposes, including a sublimit for the issuance of letters of credit. The Credit Facility matures on July 12, 2027. Interest, generally payable monthly, is based on the Company's option of either the secured overnight financing rate (“SOFR”) plus an applicable margin or a base rate. Base rate is defined as the highest of the following, plus an applicable margin:
• the administrative agent's prime rate;
• the higher of the federal funds rate or overnight bank funding rate set by the Federal Reserve Bank of New York, plus 0.50 %; or
• the one-month SOFR plus 1.00 %.
The applicable margin for SOFR loans will range from 1.00 % to 1.50 % based on the Company’s funded debt ratio. The applicable margin for base rate loans will range from 0.00 % to 0.50 % based on the Company’s funded debt ratio. A commitment fee ranging from 0.10 % to 0.20 % based on the Company's funded debt ratio is paid quarterly on the average daily unused commitment amount of the Credit Facility.
The agreement for the Credit Facility requires the Company to comply with a financial covenant to maintain a certain funded debt ratio. In addition, the agreement includes customary covenants that, among other things, limit or restrict the ability of the Company and its subsidiaries to incur additional indebtedness and liens, engage in mergers, acquisitions and dispositions, and engage in transactions with affiliates, as well as restrict the amount of certain payments, including dividends and share buybacks in the event the Company's funded debt ratio is greater than a set amount.
As of December 31, 2025, the Company was in compliance with all associated covenants. As of December 31, 2025 and 2024, there was no balance outstanding.
INTERNATIONAL CREDIT FACILITY
The Company's European subsidiary has available an unsecured, committed line of credit, which is guaranteed by the Company, and provides for borrowing up to a maximum of € 5.0 million (approximately US$ 5.9 million) as of December 31, 2025, with borrowings to accrue interest at a base rate plus 75 basis points. As of December 31, 2025 and 2024 there was no balance outstanding.
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NOTE 12 — SUPPLY CHAIN FINANCING
The Company offers a voluntary supply chain financing (“SCF”) program facilitated through a third-party service provider. Under the program, participating suppliers may, at their sole discretion, elect to receive payment from a select number of third-party financial institutions for one or more of the Company’s valid payment obligations prior to their scheduled due dates. The Company is not a party to the agreements between the participating financial institutions and the suppliers in connection with the program. The Company’s payment terms, including the timing and amount of payments, are based on the original supplier invoices, irrespective of whether a supplier participates in the program. The Company does not have an economic interest in a supplier’s decision to participate in the program and has not pledged any assets as security or provided any guarantees as part of the program.
The Company’s outstanding payables under the SCF program were recorded within Accounts payable on the Consolidated Balance Sheets.
Changes in the amount of outstanding payables under the SCF program were as follows:
Year Ended December 31,
(in thousands) 2025 2024
Confirmed obligations outstanding at the beginning of the year
$ 81,288 $ —
Invoices confirmed during the year
532,196 340,143
Confirmed invoices paid during the year
( 541,575 ) ( 258,855 )
Confirmed obligations outstanding at the end of the year
$ 71,909 $ 81,288
NOTE 13 — ACCRUED LIABILITIES
Accrued liabilities consisted of the following:
As of December 31,
(in thousands) 2025 2024
Sales reserves $ 98,694 $ 96,857
Accrued salaries, bonus, and other benefits
83,101 84,270
Accrued import duties 1,409 15,151
Taxes other than income taxes payable 24,258 21,662
Product warranties 10,510 11,267
Other 60,449 44,123
$ 278,421 $ 273,330
A reconciliation of product warranties is as follows:
Year Ended December 31,
(in thousands) 2025 2024 2023
Balance at the beginning of the year
$ 11,267 $ 11,620 $ 13,810
Provision for warranty claims 1,408 2,132 877
Warranty claims ( 2,367 ) ( 2,215 ) ( 3,075 )
Other 202 ( 270 ) 8
Balance at the end of the year
$ 10,510 $ 11,267 $ 11,620
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NOTE 14 — RETIREMENT SAVINGS PLANS
401(K) PROFIT-SHARING PLAN
The Company has a 401(k) profit-sharing plan, which covers substantially all U.S. employees. Participation begins the first day of the quarter following completion of 30 days of service. The Company, with approval of the Board of Directors, may elect to make discretionary matching or non-matching contributions. Costs recognized for Company contributions to the pla n were $ 15.1 million , $ 14.9 million and $ 15.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.
DEFERRED COMPENSATION PLAN
The Company sponsors a nonqualified retirement savings plan for certain senior management employees whose contributions to the tax qualified 401(k) plan would be limited by provisions of the Internal Revenue Code. This plan allows participants to defer receipt of a portion of their salary and incentive compensation and to receive matching contributions for a portion of the deferred amounts. Costs recognized for Company matching contributions to the plan were immaterial for the years ended December 31, 2025, 2024 and 2023. Participants earn a return on their deferred compensation based on investment earnings of participant-selected investments. Deferred compensation, including accumulated earnings on the participant-directe d investment selections, is distributable in cash at participant-specified dates or upon retirement, death, disability, or termination of employment of the participant.
The Company has purchased specific money market and mutual funds in the same amounts as the participant-directed investment selections underlying the deferred compensation liabilities. These investment securities and earnings thereon, held in an irrevocable trust, are intended to provide a source of funds to meet the deferred compensation obligations, subject to claims of creditors in the event of the Company's insolvency. Changes in the market value of the participants' investment selections are recorded as an adjustment to the investments and as gains and losses in SG&A expenses . A corresponding adjustment of an equal amount is made to the deferred compensation liabilities and compensation expense, which is included in SG&A expenses .
As of December 31, 2025 and 2024, the long-term portion of the liability to participants under this plan was $ 35.6 million and $ 30.5 million, respectively, and was recorded in Other long-term liabilities . As of December 31, 2025 and 2024, the current portion of the participant liability was $ 2.3 million and $ 2.1 million, respectively, and was recorded in Accrued liabilities . As of December 31, 2025 and 2024, the fair value of the long-term portion of the investments related to this plan was $ 35.6 million and $ 30.5 million, respectively, and was recorded in Other non-current assets . As of December 31, 2025 and 2024, the current portion of the investments related to this plan was $ 2.3 million and $ 2.1 million, respectively, and was recorded in Short-term investments .
NOTE 15 — COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company is involved in litigation and various legal matters arising in the normal course of business, including matters related to employment, retail, intellectual property, contractual agreements, and various regulatory compliance activities. Management has considered facts related to legal and regulatory matters and opinions of counsel handling these matters, and does not believe the ultimate resolution of these proceedings will have a material adverse effect on the Company's financial position, results of operations or cash flows.
INDEMNITIES AND GUARANTEES
During its normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions. These include (i) intellectual property indemnities to the Company's customers and licensees in connection with the use, sale or license of Company products, (ii) indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease, (iii) indemnities to customers, vendors and service providers pertaining to claims based on the negligence or willful misconduct of the Company, (iv) director and executive indemnification agreements, and (v) indemnities involving the accuracy of representations and warranties in certain contracts. The duration of these indemnities, commitments and guarantees varies and, in certain cases, may be indefinite. The majority of these indemnities, commitments and guarantees do not provide for any limitation of the maximum potential for future payments the Company could be obligated to make.
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NOTE 16 — SHAREHOLDERS' EQUITY
Since the inception of the Company's stock repurchase plan in 2004 through December 31, 2025, the Company's Board of Directors has authorized the repurchase of $ 2.6 billion of the Company's common stock, excluding excise tax. Shares of the Company's common stock may be purchased in the open market or through privately negotiated transactions, subject to market conditions, and generally settle subsequent to the trade date. The repurchase program does not obligate the Company to acquire any specific number of shares or to acquire shares over any specified period of time.
Under this program as of December 31, 2025, the Company had repurchased 41.0 million shares at an aggregate purchase price of $ 2,173.5 million and had $ 426.5 million remaining available under the share repurchase program, excluding excise tax. During the years ended December 31, 2025 and 2024, the Company repurchased an aggregate of $ 201.1 million and $ 317.8 million, respectively, of common stock under this program, excluding excise tax.
NOTE 17 — ACCUMULATED OTHER COMPREHENSIVE LOSS
Accumulated other comprehensive loss on the Consolidated Balance Sheets is net of applicable taxes, and consists of unrealized gains and losses on available-for-sale securities, unrealized gains and losses on certain derivative transactions and foreign currency translation adjustments.
The following tables set forth the changes in Accumulated other comprehensive loss :
(in thousands) Available-for-sale securities Derivative transactions Foreign currency
translation
adjustments Total
Balance as of December 31, 2022
$ — $ 21,790 $ ( 52,427 ) $ ( 30,637 )
Other comprehensive income (loss) before reclassifications
145 ( 849 ) 2,757 2,053
Amounts reclassified from accumulated other comprehensive loss (1)
— ( 17,252 ) — ( 17,252 )
Other comprehensive income (loss)
145 ( 18,101 ) 2,757 ( 15,199 )
Balance as of December 31, 2023
145 3,689 ( 49,670 ) ( 45,836 )
Other comprehensive income (loss) before reclassifications
84 31,252 ( 37,030 ) ( 5,694 )
Amounts reclassified from accumulated other comprehensive loss (1)
( 145 ) ( 11,547 ) — ( 11,692 )
Other comprehensive income (loss)
( 61 ) 19,705 ( 37,030 ) ( 17,386 )
Balance as of December 31, 2024
84 23,394 ( 86,700 ) ( 63,222 )
Other comprehensive income (loss) before reclassifications
— ( 20,081 ) 25,588 5,507
Amounts reclassified from accumulated other comprehensive income (loss) (1)
11 ( 7,949 ) — ( 7,938 )
Other comprehensive income (loss)
11 ( 28,030 ) 25,588 ( 2,431 )
Balance as of December 31, 2025
$ 95 $ ( 4,636 ) $ ( 61,112 ) $ ( 65,653 )
(1) Amounts reclassified are recorded in Net sales , Cost of sales , or Other non-operating income (expense), net on the Consolidated Statements of Operations. Refer to Note 18 for further information regarding reclassifications.
NOTE 18 — FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
In the normal course of business, the Company's financial position, results of operations and cash flows are routinely subject to a variety of risks. These risks include risks associated with financial markets, primarily currency exchange rate risk and, to a lesser extent, interest rate risk and equity market risk. The Company regularly assesses these risks and has established policies and business practices designed to mitigate them. The Company does not engage in speculative trading in any financial market.
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Notes to Consolidated Financial Statements
The Company actively manages the risk of changes in functional currency equivalent cash flows resulting from anticipated non-functional currency denominated purchases and sales. Subsidiaries that use European euros, Canadian dollars, Japanese yen, Chinese renminbi, or Korean won as their functional currency are primarily exposed to changes in functional currency equivalent cash flows from anticipated U.S. dollar inventory purchases. Subsidiaries that use U.S. dollars and euros as their functional currency also have non-functional currency denominated sales for which the Company hedges the Canadian dollar and British pound sterling. The Company seeks to manage these risks by using currency forward contracts formally designated and effective as cash flow hedges. Hedge effectiveness is generally determined by evaluating the ability of a hedging instrument's cumulative change in fair value to offset the cumulative change in the present value of expected cash flows on the underlying exposures. Time value components ("forward points") for forward contracts are included in the fair value of the cash flow hedge. These costs or benefits are included in Accumulated other comprehensive loss until the underlying hedged transaction is recognized in either Net sales or Cost of sales , at which time, the forward points will also be recognized as a component of Net income .
The Company also uses currency forward contracts not formally designated as hedges to manage the consolidated currency exchange rate risk associated with the remeasurement of non-functional currency denominated monetary assets and liabilities by subsidiaries that use U.S. dollars, euros, Canadian dollars, yen, renminbi, or won as their functional currency. Non-functional currency denominated monetary assets and liabilities consists of cash and cash equivalents, short-term investments, receivables, payables, deferred income taxes, and intercompany loans and dividends. The gains and losses generated on these currency forward contracts not formally designated as hedges are expected to be largely offset in Other non-operating income (expense), net by the gains and losses generated from the remeasurement of the non-functional currency denominated monetary assets and liabilities.
The following table presents the gross notional amount of outstanding derivative instruments:
As of December 31,
(in thousands) 2025 2024
Derivative instruments designated as cash flow hedges:
Currency forward contracts $ 808,875 $ 550,591
Derivative instruments not designated as hedges:
Currency forward contracts $ 261,805 $ 263,103
As of December 31, 2025, $ 0.9 million of deferred net loss on both outstanding and matured derivatives recorded in Accumulated other comprehensive loss are expected to be reclassified to Net income during the next twelve months as a result of underlying hedged transactions also being recorded in Net sales or Cost of sales in the Consolidated Statements of Operations. When outstanding derivative contracts mature, actual amounts ultimately reclassified to Net sales or Cost of sales in the Consolidated Statements of Operations are dependent on U.S. dollar exchange rates in effect against the euro, renminbi, Canadian dollar, won, and yen as well as the euro exchange rate in effect against the pound sterling.
As of December 31, 2025, the Company's derivative contracts had a remaining maturity of less than 3 years. The maximum net exposure to any single counterparty, which is generally limited to the aggregate unrealized gain of all contracts with that counterparty, was $ 4.5 million as of December 31, 2025. All of the Company's derivative counterparties have credit ratings that are investment grade or higher. The Company is a party to master netting arrangements that contain features that allow counterparties to net settle amounts arising from multiple separate derivative transactions or net settle in the case of certain triggering events such as a bankruptcy or major default of one of the counterparties to the transaction. The Company has not pledged assets or posted collateral as a requirement for entering into or maintaining derivative positions.
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The following table presents the balance sheet classification and fair value of derivative instruments:
As of December 31,
(in thousands) Balance Sheet Classification 2025 2024
Derivative instruments designated as cash flow hedges:
Derivative instruments in asset positions:
Currency forward contracts Prepaid expenses and other current assets $ 5,895 $ 20,890
Currency forward contracts Other non-current assets $ 2,788 $ 9,137
Derivative instruments in liability positions:
Currency forward contracts Accrued liabilities $ 9,119 $ 853
Currency forward contracts Other long-term liabilities $ 5,732 $ 13
Derivative instruments not designated as cash flow hedges:
Derivative instruments in asset positions:
Currency forward contracts Prepaid expenses and other current assets $ 1,144 $ 3,739
Derivative instruments in liability positions:
Currency forward contracts Accrued liabilities $ 676 $ 872
The following table presents the statement of operations effect and classification of derivative instruments:
Statement Of
Operations
Classification Year Ended December 31,
(in thousands) 2025 2024 2023
Currency forward contracts:
Derivative instruments designated as cash flow hedges:
Gain (loss) recognized in other comprehensive loss, net of tax
— $ ( 20,081 ) $ 31,252 $ ( 849 )
Gain (loss) reclassified from accumulated other comprehensive loss to net income for the effective portion
Net sales $ 332 $ ( 1,655 ) $ 60
Gain reclassified from accumulated other comprehensive loss to net income for the effective portion
Cost of sales $ 9,779 $ 17,688 $ 23,307
Gain reclassified from accumulated other comprehensive loss to net income as a result of cash flow hedge discontinuance
Other non-operating income (expense), net
$ 186 $ 130 $ 521
Derivative instruments not designated as cash flow hedges:
Gain (loss) recognized in net income
Other non-operating income (expense), net
$ 1,385 $ 5,824 $ ( 1,822 )
NOTE 19 — FAIR VALUE MEASURES
Certain assets and liabilities are reported at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants, under a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
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Notes to Consolidated Financial Statements
Level 1 — observable inputs such as quoted prices for identical assets or liabilities in active liquid markets;
Level 2 — inputs, other than the quoted market prices in active markets, that are observable, either directly or indirectly; or observable market prices in markets with insufficient volume or infrequent transactions; and
Level 3 — unobservable inputs for which there is little or no market data available, that require the reporting entity to develop its own assumptions.
The Company's assets and liabilities measured at fair value are categorized as Level 1 or Level 2 instruments. Level 1 instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2 instrument valuations are obtained from inputs, other than quoted market prices in active markets, that are directly or indirectly observable in the marketplace and quoted prices in markets with limited volume or infrequent transactions.
Assets and liabilities measured at fair value on a recurring basis are as follows:
As of December 31, 2025
(in thousands) Level 1 Level 2 Level 3 Total
Assets:
Cash equivalents:
Money market funds $ 76,680 $ — $ — $ 76,680
U.S. government treasury bills
— 50,050 — 50,050
Commercial paper
— 24,856 — 24,856
Time deposits (1)
— 10,456 — 10,456
Short-term investments:
Available-for-sale short-term investments: (2)
U.S. government treasury bills
— 321,766 — 321,766
Commercial paper
— 24,676 — 24,676
Other short-term investments:
Money market funds 292 — — 292
Mutual fund shares 2,032 — — 2,032
Prepaid expenses and other current assets:
Derivative financial instruments — 7,039 — 7,039
Other non-current assets:
Money market funds 3,656 — — 3,656
Mutual fund shares 31,923 — — 31,923
Derivative financial instruments — 2,788 — 2,788
Total assets measured at fair value $ 114,583 $ 441,631 $ — $ 556,214
Liabilities:
Accrued liabilities:
Derivative financial instruments $ — $ 9,795 $ — $ 9,795
Other long-term liabilities:
Derivative financial instruments — 5,732 — 5,732
Total liabilities measured at fair value $ — $ 15,527 $ — $ 15,527
(1) Time deposits are carried at amortized cost on the Consolidated Balance Sheets, which reasonably approximates fair value.
(2) Available-for-sale short-term investments have remaining maturities of less than one year.
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Notes to Consolidated Financial Statements
As of December 31, 2024
(in thousands) Level 1 Level 2 Level 3 Total
Assets:
Cash equivalents:
Money market funds $ 160,743 $ — $ — $ 160,743
U.S. government treasury bills
— 84,622 — 84,622
Time deposits (1)
— 22,306 — 22,306
Short-term investments:
Available-for-sale short-term investments: (2)
U.S. government treasury bills — 281,499 — 281,499
Other short-term investments:
Money market funds 384 — — 384
Mutual fund shares 1,725 — — 1,725
Prepaid expenses and other current assets:
Derivative financial instruments — 24,629 — 24,629
Other non-current assets:
Money market funds 1,263 — — 1,263
Mutual fund shares 29,225 — — 29,225
Derivative financial instruments — 9,137 — 9,137
Total assets measured at fair value $ 193,340 $ 422,193 $ — $ 615,533
Liabilities:
Accrued liabilities:
Derivative financial instruments $ — $ 1,725 $ — $ 1,725
Other long-term liabilities:
Derivative financial instruments — 13 — 13
Total liabilities measured at fair value $ — $ 1,738 $ — $ 1,738
(1) Time deposits are carried at amortized cost on the Consolidated Balance Sheets, which reasonably approximates fair value.
(2) Available-for-sale short-term investments have remaining maturities of less than one year.
NON-RECURRING FAIR VALUE MEASUREMENTS
Refer to Note 2, Note 7 and Note 9 for further information regarding the impairment charges recorded for the year ended December 31, 2025 and related fair value measurements. The inputs used to measure the fair value of these assets are primarily significant unobservable inputs and, as such, considered Level 3 fair value measurements.
NOTE 20 — SUBSEQUENT EVENTS
On February 20, 2026, the U.S. Supreme Court held in Learning Resources, Inc. v. Trump that the International Emergency Economic Powers Act ("IEEPA") does not authorize a U.S. President to impose tariffs during peacetime national emergencies and that the challenge to the legality of the tariffs imposed under IEEPA (the "incremental tariffs") was within the exclusive jurisdiction of the U.S. Court of International Trade ("CIT"), thus affirming the prior decision of the CIT in V.O.S. Selections, Inc. v. United States. As a result, on February 20, 2026, the U.S. President issued an executive order stating that the incremental tariffs were no longer in effect and ending the collection of the incremental tariffs. However, the U.S. President then issued an additional executive order imposing tariffs pursuant to Section 122 of the Trade Act of 1974 for 150 days, effective on February 24, 2026. The Company is currently assessing the impact of these actions on its operations and consolidated financial statements, including our ability to recover incremental tariffs the Company has paid.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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None.