Crocs, Inc.
For the period ended Sep 30, 2026. Filed Oct 29, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Oct 29, 2026
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Notes to Condensed Consolidated Financial Statements
- BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unless otherwise noted in this report, any description of the “Company,” “we,” “us,” or “our” includes Crocs, Inc. and our consolidated subsidiaries within our reportable operating segments and corporate operations. We are engaged in the design, development, worldwide marketing, distribution, and sale of casual lifestyle footwear and accessories for all. We strive to be the global leader in the sale of casual footwear characterized by functionality, comfort, color, and lightweight design.
Our reportable operating segments include: (i) the Crocs Brand and (ii) the HEYDUDE Brand. See Note 13 — Operating Segments for additional information.
The accompanying unaudited condensed consolidated interim financial statements include our accounts and those of our wholly-owned subsidiaries, and they reflect all adjustments which are necessary for a fair statement of results of operations, financial position, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Such unaudited condensed consolidated interim financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The year-end condensed balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP.
These unaudited condensed consolidated interim financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025 (“Annual Report”), and have been prepared on a consistent basis with the accounting policies described in Note 1 of the Notes to Consolidated Financial Statements included in our Annual Report. Our accounting policies did not change during the nine months ended September 30, 2026, other than with respect to the new accounting pronouncements adopted, as applicable, as described in Note 2 — Recent Accounting Pronouncements.
Reclassifications
We have reclassified certain amounts in Note 1 — Basis of Presentation and Summary of Significant Accounting Policies to conform to current period presentation.
Use of Estimates
U.S. GAAP requires us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions used to determine certain amounts that affect the financial statements are reasonable, based on information available at the time they are made. Management believes that the estimates, judgments, and assumptions made when accounting for items and matters such as, but not limited to, the allowance for doubtful accounts, customer rebates, sales returns and allowances, impairment assessments and charges, recoverability of long-lived assets, deferred tax assets, valuation allowances, uncertain tax positions, income tax expense, share-based compensation expense, the assessment of lower of cost or net realizable value on inventory, useful lives assigned to long-lived assets, goodwill, and indefinite-lived intangible assets are reasonable based on information available at the time they are made. To the extent there are differences between these estimates and actual results, our condensed consolidated financial statements may be materially affected.
Changes in Laws and Regulations
On February 20, 2026, the United States Supreme Court ruled the President did not have the requisite authority to impose tariffs under the International Emergency Economic Powers Act (“IEEPA”). On March 4, 2026, the Court of International Trade ordered U.S. Customs and Border Protection to begin the refund process for all importers who were subject to IEEPA duties. As of September 30, 2026, we received approximately $67 million of IEEPA tariff refunds, including interest. Of this amount, approximately $64 million of benefit is recorded within ‘Cost of sales’ and approximately $3 million of benefit is recorded within ‘Interest income’ in the condensed consolidated statements of operations during the three months ended September 30, 2026.
Condensed Consolidated Statements of Cash Flows - Supplemental Disclosures
| Nine Months Ended September 30, | ||
|---|---|---|
| 2026 | 2025 | |
| (in thousands) | ||
| Cash paid for interest | $58,698 | $65,873 |
| Cash paid for income taxes, net of refunds (1) | 91,089 | 126,207 |
| Cash paid for operating leases | 87,469 | 76,537 |
| Non-Cash Investing and Financing Activities: | ||
| Right-of-use assets obtained in exchange for operating lease liabilities, net of terminations | $61,725 | $89,632 |
| Accrued purchases of property, equipment, and software | 5,813 | 3,354 |
(1)In the fourth quarter of 2025, we revised our presentation for cash paid for income taxes. Previously, cash paid for income taxes was presented excluding income tax refunds received. Under the revised presentation, cash paid for income taxes is presented net of refunds. We believe the revised presentation provides more meaningful and transparent information regarding our operating cash flows. Amounts for the nine months ended September 30, 2025, have been recast to conform to current period presentation.
- RECENT ACCOUNTING PRONOUNCEMENTS
New Accounting Pronouncements Not Yet Adopted
Disaggregation of Income Statement Expenses
In November 2024, with subsequent clarification in January 2025, the FASB issued authoritative guidance related to the disclosure of disaggregation of income statement expenses. This guidance becomes effective for annual periods beginning after December 15, 2026, with early adoption permitted, and should be applied on a prospective basis. We do not expect this standard to have a material impact on our consolidated financial statements, but it will require increased disclosures within the notes to our consolidated financial statements.
Other new pronouncements issued but not effective until after September 30, 2026, are not expected to have a material impact on our condensed consolidated financial statements.
- GOODWILL AND INTANGIBLE ASSETS, NET
We evaluate the carrying value of our indefinite-lived intangible assets and goodwill at least annually or when an interim triggering event has occurred indicating potential impairment. Any impairment recorded is reflected as a non-cash adjustment to net income (loss) within cash flows from operating activities in the condensed consolidated statements of cash flows.
There was no triggering event or impairment recorded during the three and nine months ended September 30, 2026.
During the three months ended June 30, 2025, there was a triggering event for the HEYDUDE Brand indefinite-lived intangible assets (which consists solely of the HEYDUDE trademark) (the “trademark”) and the HEYDUDE Brand reporting unit (the “reporting unit”) goodwill. The triggering event was due to downward revisions during the second quarter of the fiscal year ended 2025, to our internal HEYDUDE Brand forecast as a result of the extended time we believed it would take us to stabilize the HEYDUDE Brand and return it to growth. This was partly due to the projected impact of a weak U.S. consumer at the time of the triggering event, and the disproportionate impact of tariffs on HEYDUDE Brand products, which became evident in the second quarter of the fiscal year ended 2025. As a result, we completed quantitative assessments for the trademark and the reporting unit goodwill in the second quarter of the fiscal year ended 2025.
For the quantitative assessments, we compared the estimated fair values of the trademark and reporting unit with their respective carrying values. If the carrying value of the trademark or reporting unit exceeded the estimated fair value, an impairment charge was recorded. The quantitative assessments for the trademark and reporting unit goodwill were performed by management with the assistance of third-party valuation specialists.
The quantitative assessment of the trademark was performed using the Multi-Period Excess Earnings approach. The primary assumptions developed by management and used in the assessment included annual revenue growth rates averaging approximately 8%, projected earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margins averaging approximately 20%, and a market-based discount rate of 15.0%, which was based on, most significantly, a risk-free rate of return, an equity market risk premium, and a company-specific risk premium. The estimated fair value of the trademark did not exceed its carrying value. In the second quarter of the fiscal year ended 2025, we recorded an impairment charge of $430.0 million within ‘Asset impairments’ in our condensed consolidated statements of operations related to the trademark, after which the estimated fair value equaled its carrying value. This impairment charge reflects lower than previously expected annual revenue growth rates and EBITDA as well as increases in market-based discount rates, specifically the risk-free rate of return, when compared to those used in our most recent annual impairment test completed in the fourth quarter of 2024.
We performed the quantitative assessment for the reporting unit goodwill using the discounted cash flow method. The primary assumptions developed by management and used in the assessment included annual revenue growth rates, projected EBITDA margins, and a market-based discount rate, which was based on, most significantly, a risk-free rate of return, an equity market risk premium, and a company-specific risk premium. The estimated fair value of the reporting unit goodwill did not exceed its carrying value. In the second quarter of the fiscal year ended 2025, we recorded an impairment charge of $307.0 million within ‘Goodwill impairment’ in our condensed consolidated statements of operations related to the reporting unit goodwill, after which the estimated fair value equaled its carrying value. This impairment charge reflects lower than previously expected annual revenue growth rates and EBITDA as well as increases in market-based discount rates, specifically the risk-free rate of return, when compared to those used in our most recent annual impairment test completed in the fourth quarter of 2024.
The changes in goodwill for the nine months ended September 30, 2026, were:
| Goodwill | |||
|---|---|---|---|
| Crocs Brand | HEYDUDE Brand | Total | |
| (in thousands) | |||
| Gross goodwill at December 31, 2025 | $2,424 | $710,034 | $712,458 |
| Accumulated impairment | (769) | (307,000) | (307,769) |
| Net goodwill at December 31, 2025 | 1,655 | 403,034 | 404,689 |
| Changes during the nine months ended September 30, 2026: | |||
| Foreign currency translation | (59) | — | (59) |
| Gross goodwill at September 30, 2026 | 2,365 | 710,034 | 712,399 |
| Accumulated impairment | (769) | (307,000) | (307,769) |
| Net goodwill at September 30, 2026 | $1,596 | $403,034 | $404,630 |
‘Intangible assets, net’ reported in the condensed consolidated balance sheets consist of the following:
| September 30, 2026 | December 31, 2025 | |||||||
|---|---|---|---|---|---|---|---|---|
| Gross | Accumulated Amortization | AccumulatedImpairment | Net | Gross | Accumulated Amortization | AccumulatedImpairment | Net | |
| (in thousands) | ||||||||
| Intangible assets subject to amortization: | ||||||||
| Capitalized software | $146,707 | $(132,724) | $— | $13,983 | $145,954 | $(126,000) | $— | $19,954 |
| Customer relationships | 210,000 | (64,750) | — | 145,250 | 210,000 | (54,250) | — | 155,750 |
| Patents, copyrights, and trademarks | 11,545 | (4,684) | — | 6,861 | 9,767 | (4,240) | — | 5,527 |
| Intangible assets not subject to amortization: | ||||||||
| HEYDUDE trademark | 1,570,000 | — | (430,000) | 1,140,000 | 1,570,000 | — | (430,000) | 1,140,000 |
| In progress | 5,140 | — | — | 5,140 | 2,676 | — | — | 2,676 |
| Other | 815 | — | — | 815 | 773 | — | — | 773 |
| Total | $1,944,207 | $(202,158) | $(430,000) | $1,312,049 | $1,939,170 | $(184,490) | $(430,000) | $1,324,680 |
- ACCRUED EXPENSES AND OTHER LIABILITIES
Amounts reported in ‘Accrued expenses and other liabilities’ in the condensed consolidated balance sheets were:
| September 30, 2026 | December 31, 2025 | |
|---|---|---|
| (in thousands) | ||
| Accrued compensation and benefits | $81,870 | $88,242 |
| Professional services | 41,037 | 53,331 |
| Fulfillment, freight, and duties | 39,432 | 39,720 |
| Return liabilities | 24,293 | 37,960 |
| Sales/use and value added taxes payable | 19,875 | 23,068 |
| Other | 60,026 | 58,638 |
| Total accrued expenses and other liabilities | $266,533 | $300,959 |
- FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements
All of our derivative instruments are classified as Level 2 of the fair value hierarchy and are reported in the condensed consolidated balance sheets within either ‘Prepaid expenses and other assets’ or ‘Accrued expenses and other liabilities’ at September 30, 2026, and December 31, 2025. The fair values of our derivative instruments were an insignificant asset and an insignificant liability at September 30, 2026, and an insignificant asset and an insignificant liability at December 31, 2025. See Note 6 — Derivative Financial Instruments for more information.
The carrying amounts of our cash, cash equivalents, and restricted cash approximate their fair value and are classified as Level
1 of the fair value hierarchy. The carrying amounts of our accounts receivable, accounts payable, and current accrued expenses and other liabilities approximate their fair value as recorded due to the short-term maturity of these instruments and are classified as Level 2 of the fair value hierarchy.
Our borrowing instruments are recorded at their carrying values in the condensed consolidated balance sheets, which may differ from their respective fair values. The Term Loan B Facility (as defined below) and the Notes (as defined below) are classified as Level 1 of the fair value hierarchy and are reported in our condensed consolidated balance sheet at face value, less unamortized issuance costs. The fair value of our Revolving Facility (as defined below) approximates its carrying value at September 30, 2026, and December 31, 2025, based on interest rates currently available to us for similar borrowings. The carrying value and fair value of our borrowing instruments as of September 30, 2026, and December 31, 2025, were:
| September 30, 2026 | December 31, 2025 | |||
|---|---|---|---|---|
| Carrying Value | Fair Value | Carrying Value | Fair Value | |
| (in thousands) | ||||
| Term Loan B Facility | $500,000 | $503,125 | $500,000 | $504,063 |
| 2029 Notes | 350,000 | 332,677 | 350,000 | 339,304 |
| 2031 Notes | 350,000 | 315,403 | 350,000 | 323,971 |
| Revolving Facility | 113,000 | 113,000 | 62,000 | 62,000 |
Non-Financial Assets and Liabilities
Our non-financial assets, which primarily consist of property and equipment, right-of-use assets, goodwill, and other intangible assets, are not required to be carried at fair value on a recurring basis and are reported at carrying value.
The fair values of these assets were determined based on Level 3 measurements, including estimates of the amount and timing of future cash flows based upon historical experience, expected market conditions, and management’s plans. We recorded impairments within ‘Asset impairments’ in our condensed consolidated statements of operations as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (in thousands) | ||||
| Indefinite-lived trademark impairment (1) | $— | $— | $— | $430,000 |
| Goodwill impairment (1) | — | — | — | 307,000 |
| Leasehold improvement asset impairment (2) | — | — | 3,301 | — |
| Information technology systems impairment (3) | — | — | — | 1,115 |
| Total asset impairments | $— | $— | $3,301 | $738,115 |
(1) During the nine months ended September 30, 2025, we recognized impairment charges of $430.0 million and $307.0 million to our indefinite-lived HEYDUDE trademark and HEYDUDE Brand reporting unit goodwill, respectively. Refer to Note 3 — Goodwill and Intangible Assets, Net for additional information.
(2)During the nine months ended September 30, 2026, we recognized impairment charges of $3.3 million for certain HEYDUDE retail stores.
(3)During the nine months ended September 30, 2025, we recognized an impairment of $1.1 million related to the discontinuation of an information technology project.
- DERIVATIVE FINANCIAL INSTRUMENTS
We transact business in various foreign entities and are therefore exposed to foreign currency exchange rate risk that impacts the reported U.S. Dollar (“USD”) amounts of revenues, expenses, and certain foreign currency monetary assets and liabilities. In order to manage exposure to fluctuations in foreign currency and to reduce the volatility in earnings caused by fluctuations in foreign exchange rates, we may enter into forward contracts to buy and sell foreign currency. By policy, we do not enter into these contracts for trading purposes or speculation.
Counterparty default risk is considered low because the forward contracts we enter into are over-the-counter instruments transacted with highly-rated financial institutions. We were not required to and did not post collateral as of September 30, 2026, or December 31, 2025.
Our derivative instruments are recorded at fair value as a derivative asset or liability in the condensed consolidated balance sheets within either ‘Prepaid expenses and other assets’ or ‘Accrued expenses and other liabilities’ at September 30, 2026, and December 31, 2025. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged transactions in a cash flow hedge. We may enter into derivative contracts that are intended to economically hedge certain components of its risk, even though hedge accounting does not apply, or we elect not to apply hedge accounting.
We report derivative instruments with the same counterparty on a net basis when a master netting arrangement is in place. For the condensed consolidated statements of cash flows, we classify cash flows from derivative instruments at settlement in the same category as the cash flows from the related hedged items within ‘Cash provided by operating activities.’
As of September 30, 2026, we have derivatives not designated as hedging instruments (“non-hedged derivatives”), which consist of foreign currency forward contracts primarily used to hedge monetary assets and liabilities denominated in non-functional currencies. For our non-hedged derivatives, changes in fair value are recognized within ‘Foreign currency gains (losses), net’ in the condensed consolidated statements of operations.
We also have cash flow hedges (“hedged derivatives”) as of September 30, 2026. We are exposed to fluctuations in various foreign currencies against our functional currency, the U.S. Dollar. Specifically, we have subsidiaries that transact in currencies other than their functional currency. We use cash flow hedges to minimize the variability in cash flows caused by fluctuations in foreign currency exchange rates related to our external sales and external purchases of inventory. Currency forward agreements involve fixing the exchange rates for delivery of a specified amount of foreign currency on a specified date. The currency forward agreements are typically cash settled in USD for their fair value at or close to their settlement date. We may also use currency option contracts under which we will pay a premium for the right to sell a specified amount of a foreign currency prior to the maturity date of the option.
For derivatives designated and that qualify as cash flow hedges of foreign exchange risk, the gain or loss on the derivative is recorded in ‘Accumulated other comprehensive loss’ in the condensed consolidated balance sheets. In the period during which the hedged transaction affects earnings, the related gain or loss is subsequently reclassified to ‘Revenues’ or ‘Cost of sales’ in the condensed consolidated statements of operations, which is consistent with the nature of the hedged transaction. During both the three and nine months ended September 30, 2026, there was an insignificant gain recognized due to reclassification from ‘Accumulated other comprehensive loss’ to ‘Revenues’ or ‘Cost of sales’ related to our hedged derivatives. During the three and nine months ended September 30, 2025, there was a loss of $0.1 million and a gain of $0.3 million, respectively, recognized due to reclassification from ‘Accumulated other comprehensive loss’ to ‘Revenues’ or ‘Cost of sales’ related to our hedged derivatives. During the next twelve months, we estimate that a gain of $0.1 million will be reclassified to our condensed consolidated statements of operations.
The fair values of derivative assets and liabilities, net, all of which are classified as Level 2, are reported within either ‘Prepaid expenses and other assets’ or ‘Accrued expenses and other liabilities’ in the condensed consolidated balance sheets and were:
| September 30, 2026 | December 31, 2025 | |||
|---|---|---|---|---|
| Derivative Assets | Derivative Liabilities | Derivative Assets | Derivative Liabilities | |
| (in thousands) | ||||
| Non-hedged derivatives: | ||||
| Forward foreign currency exchange contracts | $— | $(232) | $888 | $(291) |
| Hedged derivatives: | ||||
| Cash flow foreign currency contracts | 475 | (302) | 109 | (961) |
| Total derivatives | 475 | (534) | 997 | (1,252) |
| Netting of counterparty contracts | (55) | 55 | (268) | 268 |
| Total derivatives, net of counterparty contracts | $420 | $(479) | $729 | $(984) |
The notional amounts of outstanding foreign currency forward exchange contracts presented below report the total U.S. Dollar equivalent position and the net contract fair values for each foreign currency position.
| September 30, 2026 · December 31, 2025 | |||||
|---|---|---|---|---|---|
| Notional · Fair Value · Notional · Fair Value | |||||
| (in thousands) | |||||
| Non-hedged derivatives: | |||||
| British Pound Sterling | $— | $— | $69,908 | $(154) | |
| South Korean Won | — | — | 18,690 | 257 | |
| Euro | — | — | 12,712 | 18 | |
| Brazilian Real | 10,727 | (40) | 12,026 | 28 | |
| Japanese Yen | 5,593 | (192) | 7,882 | 354 | |
| Canadian Dollar | — | — | 4,938 | 94 | |
| Total non-hedged derivatives | 16,320 | (232) | 126,156 | 597 | |
| Hedged derivatives: | |||||
| Euro | 9,455 | 371 | 39,909 | (279) | |
| South Korean Won | 3,043 | (223) | 23,963 | (494) | |
| Japanese Yen | 1,139 | 42 | 9,342 | 109 | |
| British Pound Sterling | 1,332 | 5 | 7,931 | (82) | |
| Australian Dollar | 1,587 | (79) | 7,677 | (46) | |
| Canadian Dollar | 1,578 | 57 | 7,595 | (60) | |
| Total hedged derivatives | 18,134 | 173 | 96,417 | (852) | |
| Total derivatives | $34,454 | $(59) | $222,573 | $(255) | |
| Latest maturity date, non-hedged derivatives | October 2026 | January 2026 | |||
| Latest maturity date, hedged derivatives | December 2026 | December 2026 | |||
Amounts reported in ‘Foreign currency gains (losses), net’ in the condensed consolidated statements of operations include both realized and unrealized gains and losses from foreign currency transactions and derivative contracts and were:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (in thousands) | ||||
| Foreign currency transaction gains (losses) | $2,013 | $2,510 | $(1,866) | $7,871 |
| Foreign currency forward exchange contracts (losses) gains | (737) | 447 | (785) | 393 |
| Foreign currency gains (losses), net | $1,276 | $2,957 | $(2,651) | $8,264 |
- BORROWINGS
Our long-term borrowings were as follows:
| Maturity | Stated Interest Rate | Effective Interest Rate | September 30, 2026 | December 31, 2025 | |
|---|---|---|---|---|---|
| (in thousands) | |||||
| Notes issuance of $350.0 million | 2029 | 4.250% | 4.64% | $350,000 | $350,000 |
| Notes issuance of $350.0 million | 2031 | 4.125% | 4.35% | 350,000 | 350,000 |
| Term Loan B Facility | 2029 | 500,000 | 500,000 | ||
| Revolving Facility | 2027 | 113,000 | 62,000 | ||
| Total face value of long-term borrowings | 1,313,000 | 1,262,000 | |||
| Less: | |||||
| Unamortized issuance costs | 23,956 | 31,115 | |||
| Total long-term borrowings | $1,289,044 | $1,230,885 | |||
At September 30, 2026, and December 31, 2025, $2.9 million and $10.2 million, respectively, of accrued interest related to our borrowings was reported in ‘Accounts payable’ in the condensed consolidated balance sheets.
Senior Revolving Credit Facility
The Company and certain of its subsidiaries (the “Borrowers”) are parties to a credit agreement (as amended, the “Revolving Credit Agreement”) that provides for a senior secured revolving credit facility with aggregate commitments of $1.0 billion (the “Revolving Facility”). Subject to the terms of the Revolving Credit Agreement and lender commitments, the Borrowers may increase the commitments under the Revolving Facility by up to an additional $400.0 million, subject to certain conditions. The Revolving Facility matures in November 2027.
As of September 30, 2026, we had $113.0 million of outstanding borrowings and $0.6 million of outstanding letters of credit, which reduced availability under the Revolving Facility. As of September 30, 2026 and December 31, 2025, availability under the Revolving Facility was $886.4 million and $937.4 million, respectively.
Term Loan B Facility
The Company is party to a credit agreement (as amended, the “Term Loan B Credit Agreement”) that provides for a senior secured term loan facility (the “Term Loan B Facility”). As of September 30, 2026, the Term Loan B Facility was fully drawn withno remaining borrowing capacity, and we had $500.0 million in outstanding principal on the Term Loan B Facility.
Asia Revolving Credit Facility
The Company maintains a revolving credit facility with Citibank (China) Company Limited, Shanghai Branch (the “Asia Revolving Facility”), which provides borrowing capacity of up to $15.0 million (or its equivalent in local currency). As of September 30, 2026, and December 31, 2025, there wereno outstanding borrowings under the Asia Revolving Facility.
Senior Notes Issuances
The Company has $350.0 million aggregate principal amount of 4.250% Senior Notes due March 15, 2029, (the “2029 Notes”) outstanding. Additionally, the Company has $350.0 million aggregate principal amount of 4.125% Senior Notes due August 15, 2031, (the “2031 Notes”) outstanding. Interest on each of the 2029 Notes and the 2031 Notes (collectively, the “Notes”) is payable semi-annually.
The Company was in compliance with all financial covenants as of September 30, 2026.
- COMMON STOCK REPURCHASE PROGRAM
During the three months ended September 30, 2026, we repurchased 2.0 million shares of our common stock at a cost of $250.0 million, including commissions. During the nine months ended September 30, 2026, we repurchased 4.4 million shares of our common stock at a cost of $500.6 million, including commissions. During the three months ended September 30, 2025, we repurchased 2.4 million shares of our common stock at a cost of $202.9 million, including commissions. During the nine months ended September 30, 2025, we repurchased 4.4 million shares of our common stock at a cost of $397.0 million, including commissions.
As of September 30, 2026, and December 31, 2025, we had an accrual recorded for the stock repurchase excise tax of $4.6 million and $5.5 million, respectively, which is reported in ‘Accrued expenses and other liabilities’ and ‘Treasury stock’ in our condensed consolidated balance sheets.
As of September 30, 2026, we had remaining authorization to repurchase $1.7 billion of our common stock, subject to restrictions under our debt agreements.
- REVENUES
Revenues by reportable operating segment, geography, and channel were:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (in thousands) | ||||
| Crocs Brand: | ||||
| North America: | ||||
| Wholesale | $137,226 | $144,353 | $428,172 | $481,563 |
| Direct-to-consumer | 301,143 | 303,352 | 814,856 | 791,789 |
| Total North America (1) | 438,369 | 447,705 | 1,243,028 | 1,273,352 |
| International: | ||||
| Wholesale | 225,139 | 220,003 | 821,514 | 824,276 |
| Direct-to-consumer | 209,213 | 168,521 | 576,032 | 459,799 |
| Total International | 434,352 | 388,524 | 1,397,546 | 1,284,075 |
| Total Crocs Brand | $872,721 | $836,229 | $2,640,574 | $2,557,427 |
| Crocs Brand: | ||||
| Total Wholesale | $362,365 | $364,356 | $1,249,686 | $1,305,839 |
| Total Direct-to-consumer | 510,356 | 471,873 | 1,390,888 | 1,251,588 |
| Total Crocs Brand | 872,721 | 836,229 | 2,640,574 | 2,557,427 |
| HEYDUDE Brand: | ||||
| Wholesale | 79,087 | 69,402 | 245,053 | 279,855 |
| Direct-to-consumer | 90,775 | 90,670 | 257,881 | 245,725 |
| Total HEYDUDE Brand (2) | 169,862 | 160,072 | 502,934 | 525,580 |
| Total consolidated revenues | $1,042,583 | $996,301 | $3,143,508 | $3,083,007 |
(1)North America includes the United States and Canada.
(2)The vast majority of HEYDUDE Brand revenues are derived from North America.
- INCOME TAXES
Income tax expense and effective tax rates were:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (in thousands, except effective tax rate) | ||||
| Income (loss) before income taxes | $277,434 | $189,428 | $720,201 | $(54,240) |
| Income tax expense | 60,679 | 43,612 | 161,003 | 132,123 |
| Effective tax rate | 21.9% | 23.0% | 22.4% | (243.6%) |
During the three months ended September 30, 2026, income tax expense increased $17.1 million compared to the same period in 2025. The effective tax rate for the three months ended September 30, 2026, was 21.9% compared to an effective tax rate of 23.0% for the same period in 2025. The change in the effective tax rate was the result of a shift in the mix of our domestic and foreign earnings. Our effective income tax rate, for each period presented, also differs from the federal U.S. statutory rate due to differences in income tax rates between U.S. and foreign jurisdictions.
During the nine months ended September 30, 2026, income tax expense increased $28.9 million compared to the same period in 2025. The effective tax rate for the nine months ended September 30, 2026, was 22.4% compared to an effective tax rate of (243.6)% for the same period in 2025. The change in the effective tax rate was the result of year-to-date tax expense compared to the impact of the income (loss) before income taxes related to the impairments of the indefinite-lived HEYDUDE trademark and HEYDUDE Brand reporting unit goodwill in the nine months ended September 30, 2025. As a result of a prior year intra-entity transaction, the value of the intellectual property for tax purposes is subject to revaluation and therefore there are not similar impacts for tax as a result of the intellectual property impairment. Our effective income tax rate, for each period presented, also differs from the federal U.S. statutory rate due to differences in income tax rates between U.S. and foreign jurisdictions.
Pillar Two Global Minimum Tax
The Organization for Economic Co-operation and Development (“OECD”) has released Pillar Two model rules introducing a 15% global minimum tax rate applied on a country-by-country basis for large multinational corporations. Various jurisdictions we operate in have enacted the legislation. In January 2026, the OECD released additional guidance that excludes U.S. parented companies from most of the scope of Pillar Two taxes, specifically the Income Inclusion Rule and Undertaxed Profits Rule effective as of 2026. We are monitoring continuing development of these laws and the potential impact they will have on our Company. We do not anticipate the Pillar Two rules will have a significant impact on our 2026 consolidated financial statements.
H.R.1 Tax Act Bill
On July 4, 2025, H.R.1. was signed into law, amending and extending several provisions of the 2017 Tax Cuts and Jobs Act. Key changes relevant to the Company include the reinstatement of 100% bonus depreciation, the deductibility of domestic R&D expenses, and modifications to international provisions. The Company applied the provisions of the new tax law in 2026 and it did not have a significant impact on our 2026 consolidated financial statements.
- EARNINGS PER SHARE
Basic and diluted earnings per common share (“EPS”) for the three and nine months ended September 30, 2026, and 2025, were:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (in thousands, except per share data) | ||||
| Numerator: | ||||
| Net income (loss) | $216,755 | $145,816 | $559,198 | $(186,363) |
| Denominator: | ||||
| Weighted average common shares outstanding - basic | 47,413 | 53,641 | 48,925 | 55,169 |
| Plus: Dilutive effect of stock options and unvested restricted stock units | 541 | 348 | 493 | — |
| Weighted average common shares outstanding - diluted | 47,954 | 53,989 | 49,418 | 55,169 |
| Net income (loss) per common share: | ||||
| Basic | $4.57 | $2.72 | $11.43 | $(3.38) |
| Diluted | $4.52 | $2.70 | $11.32 | $(3.38) |
In the three and nine months ended September 30, 2026, an insignificant number of outstanding shares issued under share-based compensation awards were anti-dilutive and therefore excluded from the calculation of diluted EPS. In the three and nine months ended September 30, 2025,0.1 million and 0.5 million outstanding shares issued under share-based compensation awards were anti-dilutive, respectively. Therefore, we excluded these anti-dilutive awards from the calculation of diluted EPS.
- COMMITMENTS AND CONTINGENCIES
Purchase Commitments
As of September 30, 2026, we had purchase commitments to third-party manufacturers, primarily for materials and supplies used in the manufacture of our products, for an aggregate of $307.5 million. We expect to fulfill our commitments under these agreements in the normal course of business, and as such, no liability has been recorded.
Other
We are regularly subject to, and are currently undergoing, audits by various tax authorities in the U.S. and several foreign jurisdictions, including customs duties, import, and other taxes for prior tax years.
During our normal course of business, we may make certain indemnities, commitments, and guarantees under which we may be required to make payments in relation to certain matters. We cannot determine a range of estimated future payments and have not recorded any liability for such payments in the accompanying condensed consolidated balance sheets.
See Note 14 — Legal Proceedings for further details regarding potential loss contingencies related to government tax audits and
other current legal proceedings.
- OPERATING SEGMENTS
We havetwo reportable operating segments: the Crocs Brand and the HEYDUDE Brand. Each of the reportable operating segments derives its revenues from the sale of footwear and accessories to external customers.
Additionally, ‘Enterprise corporate’ costs include global corporate costs associated with both brands, including legal, information technology, human resources, and finance.
Each segment’s performance is evaluated based on segment results without allocating Enterprise corporate expenses. Segment profits or losses include adjustments to eliminate inter-segment sales. Reconciling items between segment income from operations and income from operations consist of unallocated Enterprise corporate expenses. Our chief operating decision maker is Andrew Rees, Chief Executive Officer. Mr. Rees uses income from operations as a measure of profit or loss. Mr. Rees considers the performance of these measures against management expectations when making decisions about the allocation of operating and capital resources to each segment.
We do not report asset information by segment because that information is not used to evaluate performance or allocate resources between segments.
The following tables set forth information related to reportable operating segments:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (in thousands) | ||||
| Crocs Brand: | ||||
| Revenues | $872,721 | $836,229 | $2,640,574 | $2,557,427 |
| Cost of sales | 273,840 | 319,342 | 959,516 | 963,234 |
| Selling, general and administrative expenses | 264,535 | 244,168 | 741,473 | 689,475 |
| Income from operations | 334,346 | 272,719 | 939,585 | 904,718 |
| HEYDUDE Brand: | ||||
| Revenues | 169,862 | 160,072 | 502,934 | 525,580 |
| Cost of sales | 76,308 | 92,402 | 264,583 | 280,673 |
| Selling, general and administrative expenses | 55,532 | 60,920 | 158,558 | 183,859 |
| Asset impairments | — | — | 3,301 | 737,000 |
| Income (loss) from operations | 38,022 | 6,750 | 76,492 | (675,952) |
| Total segment income from operations | $372,368 | $279,469 | $1,016,077 | $228,766 |
| Reconciliation of segment income from operations to income (loss) before income taxes: | ||||
| Enterprise corporate costs | $(80,441) | $(71,809) | $(237,628) | $(225,648) |
| Foreign currency gains (losses), net | 1,276 | 2,957 | (2,651) | 8,264 |
| Interest income | 3,343 | 531 | 4,261 | 1,235 |
| Interest expense | (19,059) | (21,711) | (59,427) | (67,000) |
| Other (expense) income, net | (53) | (9) | (431) | 143 |
| Income (loss) before income taxes | $277,434 | $189,428 | $720,201 | $(54,240) |
| Depreciation and amortization: (1) | ||||
| Crocs Brand | $10,663 | $10,269 | $31,112 | $29,274 |
| HEYDUDE Brand | 5,963 | 6,108 | 17,911 | 17,299 |
| Enterprise corporate | 3,963 | 3,949 | 11,852 | 11,764 |
| Total consolidated depreciation and amortization | $20,589 | $20,326 | $60,875 | $58,337 |
(1)The amounts of depreciation and amortization disclosed by reportable segment and ‘Enterprise corporate’ are included within ‘Cost of sales’ and ‘Selling, general and administrative expenses.’
- LEGAL PROCEEDINGS
On January 22, 2025, a putative class action lawsuit titled Carretta v. Crocs, Inc., et al., Case No. 1:25-cv-00096, was filed in the District Court for the District of Delaware against the Company and certain of its current officers. On December 15, 2025, lead plaintiffs filed an amended complaint on behalf of a purported class consisting of all purchasers of the Company’s common stock between August 4, 2022, and October 28, 2024, inclusive. The amended complaint asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 based on allegedly false and misleading statements related to the Company’s wholesaler inventory and its alleged impact on the Company’s revenue. The amended complaint seeks unspecified damages, an award of costs and expenses, and other unspecified relief.
Four purported shareholders of the Company have filed derivative actions against certain of its current directors and officers, as well as the Company as a nominal defendant, alleging claims for breach of fiduciary duties, aiding and abetting breach of fiduciary duties, unjust enrichment, insider trading, waste of corporate assets, abuse of control, and gross mismanagement related to the Company’s wholesaler inventory and its alleged impact on the Company’s revenue. They seek damages and changes to the Company’s corporate governance structure. See James O’Connor v. Smach, et. al., C.A. No. 1:25-cv-00576 (D. Colo.); The Berger Trust v. Rees, et. al., C.A. No. 1:25-cv-00597 (D. Colo.); Sarabia v. Rees, et. al., C.A. No. 2025CV30069 (Dist. Ct. Broomfield Cnty., Colo.); Lesanto v. Bickley, et. al., C.A. No. 2025CV30071 (Dist. Ct. Broomfield Cnty., Colo.).
The Company and its directors and officers intend to vigorously defend these actions in all respects. The Company is not in a position to assess the likelihood of any potential loss or adverse effect on its financial condition or to estimate the amount or range of potential loss, if any, from these actions at this time.
For legal claims and disputes, we have accrued estimated losses of $0.6 million within ‘Accrued expenses and other liabilities’ in the condensed consolidated balance sheet as of September 30, 2026. As we are able, we estimate reasonably possible losses or a range of reasonably possible losses. As of September 30, 2026, we estimated that reasonably possible losses associated with these claims and other disputes were an insignificant amount.
Although we are subject to other litigation from time to time in the ordinary course of business, including employment, intellectual property, and product liability claims, other than as set forth above, we are not party to any other pending legal proceedings that we believe would reasonably have a material adverse impact on our business, financial results, and cash flows.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.