STEVEN MADDEN, LTD.

Note 1 – Basis of Reporting

The accompanying unaudited Condensed Consolidated Financial Statements of Steven Madden, Ltd. and subsidiaries (the “Company”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

In the opinion of management, these statements include all adjustments considered necessary for a fair presentation of the Company's financial position, results of operations, and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the full year.

These financial statements should be read in conjunction with the financial statements and related disclosures for the year ended December 31, 2025 included in the Annual Report of Steven Madden, Ltd. on Form 10-K filed with the SEC on March 2, 2026.

All references in this Quarterly Report to “we,” “our,” “us,” and the “Company” refer to Steven Madden, Ltd. and its subsidiaries, unless the context indicates otherwise.

Note 2 – Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the following: the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the balance sheet date, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.

Significant areas involving management estimates include inventory valuation, goodwill and other intangible assets valuation (when a quantitative assessment is performed), assets acquired and liabilities assumed in business combinations, and variable consideration related to revenue recognition, including markdown allowances, chargebacks, discounts, returns, and compliance-related deductions. The Company estimates variable consideration by analyzing several performance indicators for its major customers, including retailers’ inventory levels, sell-through rates, and gross margin levels. Management continuously evaluates these factors in estimating anticipated chargebacks and allowances.

Note 3 – Acquisitions and Joint Ventures

Acquisitions

Acquisition of Kurt Geiger

On May 6, 2025 (the “Acquisition Date”), the Company, through its wholly owned subsidiary, SML UK Holding Ltd, completed the acquisition of the entire issued share capital of Mercury Acquisitions Topco Limited (“MATL”) for an aggregate purchase price of $403,348, which includes cash consideration of $390,453 paid at closing and $12,895 of contingent consideration (the “Kurt Geiger acquisition”). The equity interests of MATL were previously held by various institutional shareholders, including the Fifth Cinven Fund, Bain & Company, Inc., and Squam Lake Investors X LP (BGPI), as well as certain management shareholders.

MATL is the ultimate parent company of the Kurt Geiger business (“Kurt Geiger”), which operates primarily in the UK, U.S., and Europe. Kurt Geiger designs and sells footwear and accessories under its own brands – including Kurt Geiger London, KG Kurt Geiger, and Carvela – through retail stores, e-commerce, and wholesale partnerships, and operates third party concessions in luxury and premium department stores primarily in the UK.

Since the Acquisition Date, the results of MATL have been allocated to the Company’s existing reportable segments (Wholesale Footwear, Wholesale Accessories/Apparel, Direct-to-Consumer, and Licensing) based on the sales channel and product category that generated the revenue.

Purchase Price Allocation

The acquisition was accounted for in accordance with Accounting Standards Codification ("ASC") Topic 805, Business Combinations ("ASC 805"). As such, we have applied acquisition accounting, which requires, among other things, that the assets acquired and liabilities assumed be recognized at their estimated acquisition-date fair values. The following table summarizes the Company’s final allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed as of the Acquisition Date.

Goodwill

In connection with the Kurt Geiger acquisition, the Company recognized $67,228 of goodwill, which represents the excess of the purchase price over the fair values of the net assets acquired and liabilities assumed. Goodwill recognized as part of the acquisition is primarily attributable to expected synergies, the assembled workforce, the expansion of the Company’s international footprint, and opportunities to grow complementary product categories. The goodwill arising from this acquisition is not expected to be deductible for income tax purposes. The goodwill has been allocated to the Company’s Wholesale Footwear, Wholesale Accessories/Apparel, and Direct-to-Consumer reporting units.

Pro Forma Financial Information

The following unaudited pro forma financial information for the three and nine months ended September 30, 2026 and 2025 combines the historical results of Steven Madden, Ltd. and MATL, assuming that the companies were combined as of January 1, 2025. The pro forma financial information includes various adjustments to reflect business combination accounting effects, including depreciation and amortization charges from acquired tangible and intangible assets, interest expense from the debt financing related to funding the acquisition, acquisition-related transaction costs, acquisition-related compensation costs, and tax-related effects. The pro forma financial information, as presented below, is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2025, nor are they indicative of future operating results.

(1)Supplemental pro forma net income for the three and nine months ended September 30, 2025 was adjusted to include non-recurring items incurred in connection with the Kurt Geiger acquisition as if the acquisition had taken place on January 1, 2025. For the nine months ended September 30, 2025, these items included $38,819 of acquisition-related compensation cost, $10,726 of transaction costs, $23,233 of expense related to the fair value adjustment to acquisition-date inventory, and a gain of $7,058 related to the settlement of a foreign exchange forward contract.

Acquisition of Spain Distribution Business

In June 2026, the Company, through its wholly owned subsidiary, KG Steve Madden, SL, acquired the Kurt Geiger and Steve Madden distribution business in Spain, Portugal, and Andorra from VIA Global Fashion House, SL (collectively, the "Spain Distribution Business"). The acquired business distributes the Company’s products primarily through the direct-to-consumer channel. The purchase price for the acquired Spain Distribution Business was $1,328. The acquisition resulted in goodwill of $517. The results of the acquired Spain Distribution Business have been included in the Company’s Direct-to-Consumer segment since the acquisition date.

Joint Ventures

Greater China Joint Venture

In August 2025, the Company, through its subsidiary, Madden Asia Holding Limited, entered into a joint venture agreement with Glamear Trading Limited, a leading distributor of luxury and retail goods in the Greater China region. The Company acquired a 50% controlling financial interest in the newly formed entity, MG Distribution Hong Kong Limited, through a capital contribution of $3,500. This joint venture was formed to expand the distribution of the Company’s products across China, Hong Kong, and Macau. The results of this joint venture are included within the Direct-to-Consumer segment.

Australia Joint Venture

In January 2025, the Company, through its subsidiary, Madden Asia Holding Limited, entered into a joint venture agreement with GFN Two Pty Ltd., a leading distributor of luxury and retail goods in Australia and New Zealand. The Company acquired a 50.1% controlling financial interest in the newly formed entity, SM Fashion Australia Pty Ltd., through a capital contribution of $1,899. The acquisition resulted in the recognition of goodwill of $1,393. This joint venture was formed to expand the distribution of the Company’s products across Australia and New Zealand through wholesale and direct-to-consumer channels. The results of this joint venture are included within the Wholesale Footwear, Wholesale Accessories/Apparel, and Direct-to-Consumer segments.

Malaysia Joint Venture

In January 2025, the Company, through its subsidiary, Madden Asia Holding Limited, entered into an agreement with Envico Enterprise Sdn. Bhd., a leading distributor of luxury and retail goods in Southeast Asia, to acquire an additional 2.0% equity interest in SM Distribution Malaysia Sdn. Bhd. for cash consideration of $5. This joint venture was originally formed in July 2022, at which time the Company held a 49.0% non-controlling interest. With the acquisition of the additional 2.0% interest, the Company now holds a 51.0% controlling financial interest and has consolidated the joint venture’s financial results beginning in the first quarter of 2025. The acquisition resulted in the recognition of goodwill of $1,829. This joint venture engages in the distribution of the Company's products across Malaysia through the direct-to-consumer channel. The results of this joint venture are included within the Direct-to-Consumer segment.

Note 4 – Fair Value Measurements

The Company follows ASC Topic 820, “Fair Value Measurement” (“ASC 820”), which establishes a framework for measuring fair value and requires disclosures about fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It emphasizes that fair value should reflect the assumptions market participants would use in pricing an asset or liability. ASC 820 also establishes a three-tier fair value hierarchy that prioritizes the inputs used in valuation methodologies. A brief description of the fair value hierarchy is as follows:

•Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities.

•Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

•Level 3: Significant unobservable inputs; inputs to the valuation methodology based on unobservable prices or valuation techniques that are significant to the fair value measurement.

The Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2026 and December 31, 2025 were as follows:

The Company uses derivative instruments, specifically, forward foreign exchange contracts, to manage the risk associated with the volatility of future cash flows. Fair value of these instruments is based on observable market transactions of spot and forward rates. Refer to Note 11 – Derivative Instruments for further information.

The following table provides a reconciliation of the beginning and ending balances for the contingent payment liability — long-term portion included within Level 3 of the fair value hierarchy for the periods ended September 30, 2026 and December 31, 2025:

(1)In the 2026 and 2025 periods, amounts consisted of adjustments of $1,406 and $(5,580) which were related to the change in valuation of the contingent payment liabilities in connection with the acquisitions of Kurt Geiger, Almost Famous, and ATM. The adjustment related to the Kurt Geiger acquisition was recorded in income from operations in the Condensed Consolidated Statements of Operations and allocated to the Wholesale Footwear, Wholesale Accessories/Apparel, and Direct-to-Consumer operating segments. Adjustments related to the acquisitions of Almost Famous and ATM were recorded in income from operations in the Condensed Consolidated Statements of Operations for the Wholesale Accessories/Apparel operating segment.

(2)On September 30, 2026, the transfer out of Level 3 amount of $(3,251) represented the earned portion of the contingent payment liability related to the Kurt Geiger acquisition and was recorded in contingent payment liability — current portion on the Condensed Consolidated Balance Sheets. See below for further information.

As of September 30, 2026 and December 31, 2025, the contingent payment liability related to the Kurt Geiger acquisition totaled $13,351 and $11,600, respectively. The September 30, 2026 balance included $3,251 earned upon achievement of the applicable performance criteria for the first annual measurement period, from July 1, 2025 to June 30, 2026. This amount is fixed, is classified within contingent payment liability — current on the Condensed Consolidated Balance Sheet as of September 30, 2026, and is excluded from liabilities measured at fair value on a recurring basis. The remaining liability of $10,100 is classified within Level 3 of the fair value hierarchy and was measured using a probability-weighted expected return method that considers the expected future payments. See Note 3 – Acquisitions and Joint Ventures to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 for further information.

As of September 30, 2026 and December 31, 2025, the fair value of the contingent payment liability related to the acquisition of Almost Famous was $2,925 and $3,225, respectively. The fair value is classified within Level 3 of the fair value hierarchy and was determined using a Monte Carlo simulation model, which estimates the probability of various financial outcomes during the measurement period. The model utilized discount rates of 17.0% and 16.0% as of September 30, 2026 and December 31, 2025, respectively.

As of September 30, 2026 and December 31, 2025, the fair value of the contingent payment liability related to the acquisition of ATM was $10 and $55, respectively. The fair value is classified within Level 3 of the fair value hierarchy and was determined using a Monte Carlo simulation model, utilizing discount rates of 12.2% and 11.4% as of September 30, 2026 and December 31, 2025, respectively.

The fair values of reporting units tested for goodwill and other intangibles are measured on a non-recurring basis and are determined using Level 3 inputs, including forecasted cash flows, discount rates, and implied royalty rates. Refer to Note 10 – Goodwill and Other Intangible Assets for further information.

The fair values of lease right-of-use assets and fixed assets related to company-owned retail stores are measured on a non-recurring basis and are determined using Level 3 inputs, including estimated discounted future cash flows associated with the assets using sales trends, market rents, and market participant assumptions. Refer to Note 5 – Leases for further information.

The carrying value of certain financial instruments such as cash equivalents, accounts receivable, factor accounts receivable, and accounts payable approximates their fair values due to the short-term nature of their underlying terms. Some assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (non-recurring). These assets can include long-lived assets that have been reduced to fair value when impaired. Assets that are written down to fair value when impaired are not subsequently adjusted to fair value unless further impairment occurs.

The carrying amounts of the term loan and revolving credit facilities, which bear interest at a variable rate, approximate fair value as the interest rate adjusts with changes in market conditions. The estimated fair values of the term loan and revolving credit facilities were determined using Level 2 inputs based on current market interest rates and credit spreads for instruments with similar terms and maturities. Refer to Note 14 – Credit Agreement for further information.

Fair value measurements associated with assets acquired and liabilities assumed in business combinations are disclosed separately in Note 3 – Acquisitions and Joint Ventures to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. These measurements primarily utilize Level 3 inputs due to the use of significant unobservable assumptions, as described therein.

Note 5 – Leases

The Company leases office space, sample production space, warehouses, showrooms, storage units, and retail stores under operating lease arrangements. The Company’s lease portfolio consists primarily of real estate. Since most of its leases do not provide a readily determinable implicit rate, the Company estimates its incremental borrowing rate at lease commencement to discount future lease payments.

Certain of the Company’s retail store leases include variable lease payments based on sales generated at the leased location. Because these payments are not measurable at lease commencement, they are excluded from the measurement of the right-of-use assets and lease liabilities. In accordance with ASC Topic 842, such variable lease costs are recognized as lease expense in the period incurred. The following table presents the lease-related assets and liabilities recognized on the Company's Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025:

The following table presents the composition of lease costs during the three and nine months ended September 30, 2026 and 2025:

(1)Included in operating expenses in the Company's Condensed Consolidated Statements of Operations.

The following table presents supplemental cash and non-cash information related to the Company's operating leases during the three and nine months ended September 30, 2026 and 2025:

(1)Included in leases and other liabilities in the Condensed Consolidated Statements of Cash Flows.

Future Minimum Lease Payments

The following table presents future minimum lease payments for each of the next five years and the total for the remaining years as of September 30, 2026:

Note 6 – Share Repurchase Program

The Company's Board of Directors authorized a share repurchase program (the “Share Repurchase Program”), effective as of January 1, 2004. The Share Repurchase Program does not have a fixed expiration or termination date and may be modified or terminated by the Board of Directors at any time. On several occasions, the Board of Directors has increased the amount authorized for repurchase of the Company's common stock. On May 8, 2023, the Board of Directors approved an increase of approximately $189,900, bringing the total authorization to $250,000. The Share Repurchase Program permits the Company to effect repurchases from time to time through a combination of open market repurchases or as part of privately negotiated transactions at such prices and times that are determined to be in the best interests of the Company. During the three and nine months ended September 30, 2026 and 2025, no shares of the Company's common stock were repurchased under the Share Repurchase Program. As of September 30, 2026, approximately $85,310 remained available for future repurchases under the Share Repurchase Program.

The Steven Madden, Ltd. Amended and Restated 2006 Stock Incentive Plan (as further amended, the "2006 Plan"), which expired on April 6, 2019, and the Steven Madden, Ltd. 2019 Incentive Compensation Plan, as amended (the "2019 Plan"), both provide the Company with the right to deduct or withhold, or to require employees to remit to the Company, an amount sufficient to satisfy any applicable tax withholding and/or option cost obligations applicable to stock-based compensation awards. To the extent permitted, employees may elect to satisfy all or a portion of such withholding obligations by tendering to the Company previously owned shares or by having the Company withhold shares having a fair market value equal to the employee's withholding tax obligation and/or option cost. During the three and nine months ended September 30, 2026, an aggregate of 30 and 410 shares, respectively, were withheld in connection with the settlement of vested restricted stock to satisfy tax-withholding requirements and option costs, at an average price per share of $47.29 and $42.57, respectively, for an aggregate purchase price of approximately $1,419 and $17,441, respectively. During the three and nine months ended September 30, 2025, an aggregate of 7 and 226 shares, respectively, were withheld in connection with the settlement of vested restricted stock to satisfy tax-withholding requirements, at an average price per share of $25.48 and $37.00, for an aggregate purchase price of approximately $169 and $8,367, respectively.

Note 7 – Net Income Per Share of Common Stock

Basic net income per share is computed using the weighted average number of shares of common stock outstanding during the period and excludes unvested restricted shares subject to forfeiture. As of September 30, 2026 and 2025, there were 1,793 and 1,751 unvested restricted shares outstanding, respectively.

Diluted net income per share reflects the potential dilution from: (a) the assumed exercise of outstanding in-the-money stock options, whereby the assumed proceeds, consisting of the exercise price and compensation cost not yet recognized for future services, are used to purchase shares of the Company’s common stock at the average market price during the period in accordance with the treasury stock method; (b) the assumed vesting of nonvested restricted stock awards, whereby the assumed proceeds upon vesting consist of compensation cost not yet recognized for future services, in accordance with the treasury stock method, to the extent dilutive; and (c) contingently issuable performance-based awards, to the extent the applicable performance conditions have been satisfied as of the end of the reporting period or would have been satisfied if the reporting date had been the end of the performance period, and the effect is dilutive.

For the three and nine months ended September 30, 2026 and 2025, certain options to purchase common stock were excluded from the calculation of diluted net income per share because their effect would have been anti-dilutive. The number of such options to purchase common stock was immaterial in each period.

For the three and nine months ended September 30, 2026, certain restricted shares were excluded from the calculation of diluted net income per share because including such shares would have been anti-dilutive. The number of such restricted shares was immaterial in each period. For the three and nine months ended September 30, 2025,213 and 265 restricted shares, respectively, were similarly excluded.

The Company had certain contingently issuable performance-based awards outstanding that did not satisfy the applicable performance conditions during the three and nine months ended September 30, 2026 and 2025 and, accordingly, were excluded from the calculation of diluted net income per common share. The number of shares issuable upon vesting of these awards was immaterial for all periods presented.

Note 8 – Income Taxes

The Company’s provision for income taxes for the three and nine months ended September 30, 2026 and 2025 is based on the estimated annual effective tax rate, plus or minus discrete items. The following table presents the provision for income taxes and the effective tax rates for the three and nine months ended September 30, 2026 and 2025:

The changes between the Company’s effective tax rates of 26.2% and 17.4% for the three months ended September 30, 2026 and September 30, 2025, were primarily due to the prior year benefiting from a reduction in non-deductible expenses related to the Kurt Geiger acquisition and the jurisdictional mix of pre-tax earnings.

The changes between the Company’s effective tax rates of 25.6% and 47.0% for the nine months ended September 30, 2026 and September 30, 2025, were primarily due to non-deductible expenses treated as discrete items related to the Kurt Geiger acquisition in the prior year.

The Company recognizes interest and penalties, if any, related to uncertain income tax positions in income tax expense. Accrued interest and penalties on unrecognized tax benefits, and interest and penalty expense are immaterial to the Condensed Consolidated Financial Statements.

The Company files income tax returns in the U.S. for federal, state, and local purposes, and in certain foreign jurisdictions. The Company's tax years 2023 through 2025 remain open to examination by most taxing authorities.

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law, which contains certain revisions to the Internal Revenue Code, including a 15% corporate minimum income tax for tax years beginning after December 31, 2022. While the 15% corporate minimum income tax has no effect on the Company’s results of operations in the near term, the Company will continue to evaluate its impact on future years. The IRA also assesses a 1% excise tax on repurchases of corporate stock which impacts the Company’s stock repurchases effective January 1, 2023.

The Organization for Economic Cooperation and Development (“OECD”) has implemented the global minimum tax rate of at least 15% for large multinational companies as of 2024 (“Pillar Two”). Under Pillar Two, a top-up tax will be required for any jurisdiction that has enacted Pillar Two and whose effective tax rate falls below the 15% global minimum rate. Additionally, the OECD issued administrative guidance providing transition and safe harbor rules around the implementation of the global minimum tax under Pillar Two. Under the safe harbor, companies would be excluded from Pillar Two requirements provided certain criteria are met. Based on the Company's analysis, the enactment of Pillar Two legislation does not have a material effect on the Company’s financial position. The Company will continue to monitor and reflect the impact of such legislative changes in future periods, as appropriate.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law, which includes a broad range of tax reform provisions as well as the extension of certain Tax Cuts and Jobs Act provisions that were set to expire. We have accounted for the OBBBA tax law changes, which did not have a material impact on our effective tax rate in 2025.

Note 9 – Equity-Based Compensation

In February 2019, the Company's Board of Directors approved the Steven Madden, Ltd. 2019 Incentive Compensation Plan (the “2019 Plan”), under which non-qualified stock options, stock appreciation rights, performance shares, restricted stock, other stock-based awards and performance-based awards may be granted to employees, consultants, and non-employee directors. The 2019 Plan is the successor to the Company's Amended and Restated 2006 Stock Incentive Plan, as amended (the "2006 Plan"), the term of which expired on April 6, 2019. The Company's stockholders approved the 2019 Plan at the Company's annual meeting of stockholders held on May 24, 2019.

The following table summarizes the number of shares of common stock authorized for issuance under the 2019 Plan, the number of stock-based awards granted (net of expired or cancelled awards) under the 2019 Plan, and the number of shares of common stock available for the grant of stock-based awards under the 2019 Plan:

In addition,67 shares of unvested restricted stock awarded under the 2006 Plan were outstanding as of September 30, 2026.

For the three and nine months ended September 30, 2026 and 2025, the total share-based compensation costs were as follows:

The Company calculates an estimated forfeiture rate annually based on historical forfeitures and expectations about future forfeitures. Equity-based compensation is included in operating expenses in the Company’s Condensed Consolidated Statements of Operations.

Stock Options

Cash proceeds and intrinsic values related to total stock options exercised during the three and nine months ended September 30, 2026 and 2025 were as follows:

During the three and nine months ended September 30, 2026, options to purchase 59 and 190 shares vested, respectively, with weighted-average exercise prices of $39.78 and $30.59, respectively. During the three and nine months ended September 30, 2025, options to purchase 57 and 182 shares vested, respectively, with weighted-average exercise prices of $24.73 and $36.11, respectively. As of September 30, 2026, there were unvested options relating to 213 shares of common stock outstanding with a total of $1,905 of unrecognized compensation cost and an average vesting period of 0.9 years.

The Company uses the Black-Scholes-Merton option-pricing model to estimate the fair value of options granted, which requires several assumptions. The expected term of the options represents the estimated period of time until exercise and is based on the historical experience of similar awards. Expected volatility is based on the historical volatility of the Company’s common stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. The dividend yield is based on the Company's annualized dividend per share amount divided by the Company's stock price. New shares are issued upon option exercise.

The following assumptions were used for stock options granted during the nine months ended September 30, 2026 and 2025:

Activity related to stock options granted under the Company’s plans during the nine months ended September 30, 2026 was as follows:

Activity related to stock options granted under the Company’s plans during the nine months ended September 30, 2025 was as follows:

Restricted Stock

The following table summarizes restricted stock activity during the nine months ended September 30, 2026 and 2025:

As of September 30, 2026, the Company had $49,977 of total unrecognized compensation cost related to restricted stock awards granted under the 2019 Plan and the 2006 Plan. This cost is expected to be recognized over a weighted average period of 3.3 years. The Company determines the fair value of its restricted stock awards based on the market price of its common stock on the date of grant.

The fair values of the restricted stock that vested during the nine months ended September 30, 2026 and 2025 were $18,845 and $20,328, respectively.

Performance-Based Awards

The Company issues performance-based awards to certain employees that vest based on continued employment and the achievement of specified performance goals. During the nine months ended September 30, 2026 and 2025, the Company issued 140 and 150 performance shares (at target), respectively, with weighted average grant date fair values of $32.87 and $26.05, respectively. The majority of these awards are eligible to be earned over three-year performance periods beginning on January 1 of the year the award was granted.

During the nine months ended September 30, 2026 and 2025, the Company evaluated the probable achievement of the applicable performance conditions based on performance to date and determined that, for the majority of the awards, the performance shares were probable of being earned at 185% of target. The related compensation expense was recognized accordingly.

As of September 30, 2026, total unrecognized compensation cost related to non-vested performance-based awards was $8,925, which is expected to be recognized using the accelerated attribution method over a weighted-average period of 1.8 years.

No performance-based awards vested during the three and nine months ended September 30, 2026 and 2025.

Transaction Incentive Plan

In connection with the Kurt Geiger acquisition, the Company implemented a Transaction Incentive Plan (“TIP”) under which each participant was issuedsix classes of “Growth Shares” in SML UK Holding Ltd. Each class is subject to a graded vesting schedule based on the achievement of specified EBITA performance targets over five separate annual measurement periods beginning July 1, 2025, or a cumulative measurement period from July 1, 2025 to June 30, 2030, as well as certain conditions of continued employment through the applicable vesting dates. Upon achievement, the Growth Shares will be settled in cash, and thus, are liability-classified and will be remeasured at fair value at each reporting date until settlement.

The total grant-date fair value of $10,590 related to the Growth Shares was determined using a Monte Carlo simulation model, which incorporates assumptions regarding the Company’s forecasted financial performance, risk-free interest rates, expected volatility, and other relevant market inputs. The Company recognizes compensation expense for Growth Shares if and when the Company concludes that it is probable that the performance condition will be achieved.

During the three and nine months ended September 30, 2026, compensation expense of $757 related to the TIP was recognized. No compensation expense was recognized during the three and nine months ended September 30, 2025.

Note 10 – Goodwill and Other Intangible Assets

The following table provides a rollforward of the carrying amount of goodwill by reporting unit for the period ended September 30, 2026:

(1)During 2026, in connection with the Company's purchase price allocation for the Kurt Geiger acquisition, the Company recognized a measurement period adjustment to goodwill of $2,690, of which $538 was allocated to the Wholesale Footwear, $269 was allocated to Wholesale Accessories/Apparel, and $1,883 was allocated to the Direct-to-Consumer segments. Refer to Note 3 – Acquisitions and Joint Ventures for further information.

(2)During the second quarter of 2026, the Company acquired the Spain Distribution Business, which resulted in the recognition of goodwill of $517 allocated to the Direct-to-Consumer segment. Refer to Note 3 – Acquisitions and Joint Ventures for further information.

The following table summarizes the Company's identifiable intangible assets as of September 30, 2026:

The following table summarizes the Company's identifiable intangible assets as of December 31, 2025:

(1)During the second quarter of 2025, the Company acquired trademarks of $126,286 and customer relationships of $50,581 in connection with its Kurt Geiger acquisition. Refer to Note 3 – Acquisitions and Joint Ventures for further information.

(2)During the fourth quarter of 2025, the Company recognized a charge of $6,300 related to the impairment of a trademark.

The gross carrying amount and accumulated amortization of certain intangible assets as of September 30, 2026 and December 31, 2025, include the impact of impairment and changes in foreign currency exchange rates.

Evaluation of Impairment

The Company evaluates its goodwill and indefinite-lived intangible assets for impairment at least annually, at the beginning of the third quarter, and whenever events or changes in circumstances indicate that it is more likely than not that the fair value of an asset is less than its carrying amount. From time to time, the Company performs a quantitative impairment test instead of a qualitative assessment to reassess the fair values of its reporting units and indefinite-lived intangible assets.

As of July 1, 2026, the Company performed qualitative impairment assessments of its goodwill and indefinite-lived intangible assets. These assessments considered relevant events and circumstances, including macroeconomic and industry conditions, financial performance and forecasts, and the results of the prior quantitative impairment assessments which were performed as of July 1, 2025.

Based on these assessments, the Company concluded that it was not more likely than not that the fair values of its reporting units or indefinite-lived intangible assets were less than their respective carrying amounts. Accordingly, quantitative impairment tests were not deemed necessary. During the three and nine months ended September 30, 2026, no impairment charges related to goodwill or indefinite-lived intangible assets were recorded.

Finite-lived intangible assets are amortized over their estimated useful lives and are reviewed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. During the three and nine months ended September 30, 2026, no impairment charges related to the Company’s finite-lived intangible assets were recorded.

Amortization Expense

Amortization expense related to finite-lived intangible assets was $1,510 and $4,526 for the three and nine months ended September 30, 2026, respectively, and $1,756 and $4,256 for the three and nine months ended September 30, 2025, respectively, and was included in operating expenses in the Company's Condensed Consolidated Statements of Operations. The estimated future amortization expense for finite-lived intangible assets as of September 30, 2026 is as follows:

Note 11 – Derivative Instruments

The Company uses derivative instruments, specifically, forward foreign exchange contracts, to manage the risk associated with the volatility of future cash flows. The forward foreign exchange contracts are used to mitigate the impact of exchange rate fluctuations on certain forecasted inventory purchases and are designated as cash flow hedges.

The notional amounts of the Company’s outstanding derivative instruments as of September 30, 2026 and December 31, 2025 were as follows:

The fair values of the Company’s outstanding derivative instruments as of September 30, 2026 and December 31, 2025 were as follows:

The following table presents the pretax impact of losses and gains from the Company's designated derivative instruments on its Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2026 and 2025:

As of September 30, 2026, the current maturity dates of the Company’s derivative instruments range from October 2026 to December 2027.

During the three and nine months ended September 30, 2026 and 2025, the Company's hedging activities were deemed effective, with no ineffectiveness recognized in the Company's Condensed Consolidated Statements of Operations. Gains and losses from these hedging activities are recorded in cost of sales in the Company's Condensed Consolidated Statements of Operations.

During the second quarter of 2025, the Company's settlement of certain foreign exchange forward contracts resulted in a gain of $9,252, which was recorded as gain on derivative in the Company's Condensed Consolidated Statements of Operations for the nine months ended September 30, 2025. These contracts were entered into to hedge foreign exchange rate risk associated with a portion of the purchase price in connection with the Kurt Geiger acquisition.

Note 12 – Commitments, Contingencies, and Other

Legal Proceedings

The Company is involved in various legal matters in the ordinary course of business, including contractual disputes, employment-related matters, distribution issues, product liability claims, intellectual property infringement, and other matters. After consulting with legal counsel, management believes that any potential liabilities arising from these matters are not expected to have a material effect on the Company's financial position or results of operations. In accordance with company policy, management will disclose the amount or range of reasonably possible losses that exceed recorded amounts or expected cash flows.

Letters of Credit

As of September 30, 2026, the Company had $504 in letters of credit outstanding unrelated to the Company's Credit Agreement.

Employee Agreements

The Company has employment agreements with certain executives in the normal course of business which provide compensation and certain other benefits. These agreements also provide for severance payments under certain circumstances.

Future Minimum Royalty and Advertising Commitment Obligations

The Company has minimum commitments related to a license agreement. The agreement requires that the Company pay the licensor a royalty equal to a percentage of net revenues and a minimum royalty in the event that specified net sales targets are not achieved. In the first quarter of 2026, the Company entered into an amendment to extend the terms of this license agreement through December 31, 2031.

As of September 30, 2026, future minimum royalty and advertising payment commitments under the license agreement were $30,960. Royalty expenses are recognized in cost of sales in the Company's Condensed Consolidated Statements of Operations.

IEEPA Tariff Refund

On February 20, 2026, the United States Supreme Court ruled that the International Emergency Economic Powers Act (“IEEPA”) does not authorize the President to impose tariffs, thereby invalidating certain IEEPA tariffs that had been in effect since February 2025. Subsequently, on March 4, 2026, the U.S. Court of International Trade (“CIT”) directed U.S. Customs and Border Protection (“CBP”) to liquidate or reliquidate applicable import entries without IEEPA tariffs and to refund amounts previously collected, including applicable interest. Pursuant to a court order from CIT, CBP developed and implemented a process to facilitate refunds through its Consolidated Administration and Processing of Entries (“CAPE”) system, which went live on April 20, 2026. The Company successfully submitted its refund claim on April 20, 2026.

Between February 2025 and February 2026, the Company paid CBP approximately $90,112 of IEEPA tariffs in connection with the importation of merchandise into the United States. Based on the Supreme Court ruling, the CIT order, communications from and actions taken by CBP regarding the refund process, and other available information, including offers from third-party financial institutions to acquire the Company’s tariff refund claim, the Company concluded that recovery of the IEEPA tariffs paid was probable and the amount was reasonably estimable in accordance with the cost recovery accounting guidance. Accordingly, during the first quarter of 2026, the Company recognized a receivable for the amount of previously paid IEEPA tariffs that were deemed illegal, which was included within prepaid expenses and other current assets on the Company’s Condensed Consolidated Balance Sheets.

The accounting for the IEEPA tariff refund reflects the original treatment of the underlying tariff costs. For IEEPA tariffs associated with inventory that has been sold, the Company recognized a reduction in cost of sales in the Company's Condensed Consolidated Statements of Operations during the nine months ended September 30, 2026, including $55,090 related to inventory sold in prior periods. For IEEPA tariffs associated with inventory on hand as of the reporting date, the Company reduced the carrying amount of inventory.

During the second quarter of 2026, the Company received approximately $92,097 from the U.S. Department of the Treasury related to its Phase 1 IEEPA tariff refund claim, of which approximately $89,024 represented reimbursement of previously paid IEEPA tariffs and approximately $3,073 represented statutory interest. The receipt of the principal reduced the previously recognized tariff refund receivable. The interest was recognized within interest and other expense, net in the Company’s Condensed Consolidated Statements of Operations during the nine months ended September 30, 2026. As of September 30, 2026, a small portion of the Company’s original tariff refund claim remains outstanding and is expected to be processed as part of CBP's Phase 2 refund process.

Note 13 – Operating Segment Information

The Company has determined its reportable operating segments based on the internal management structure used by the Company’s Chief Operating Decision Maker (or “CODM”), who is its Chief Executive Officer, to evaluate performance and allocate resources. This structure organizes the business into distinct categories based on product types and sales channels. The Company’s reportable operating segments consist of the following:

•Wholesale Footwear. This segment designs, sources, and markets our brands and sells our products, consisting of footwear, to department stores, mass merchants, off-price retailers, shoe chains, online retailers, national chains, specialty retailers, independent stores, and clubs throughout the United States, the United Kingdom, Europe, Canada, and Mexico, and through our joint ventures and international distributor network.

•Wholesale Accessories/Apparel. This segment designs, sources, and markets our brands and sells our products, primarily consisting of handbags and apparel, to department stores, mass merchants, off-price retailers, online retailers, specialty retailers, independent stores, and clubs throughout the United States, the United Kingdom, Europe, Canada, and Mexico, and through our joint ventures and international distributor network.

•Direct-to-Consumer. This segment engages in the sale of footwear, handbags, apparel, and other accessories through Steve Madden, Kurt Geiger London, Dolce Vita, and Carvela full-price retail stores, Steve Madden, Kurt Geiger London, and Carvela outlet stores, directly-operated e-commerce platforms, directly-operated concessions in international markets, and also operates third-party concessions in luxury and premium department stores primarily in the United Kingdom. We operate retail locations in regional malls and shopping centers, as well as high streets in various cities across the United States, the United Kingdom, Europe, Canada, and Mexico, as well as through our joint ventures in international markets.

•Licensing. This segment engages in the licensing of the Steve Madden®, Kurt Geiger®, and Betsey Johnson®trademarks for use in the sale of select apparel, accessories, and home categories as well as various other non-core products.

In addition, the Company has certain corporate-related costs (“Corporate costs” or “Corporate”) that are not directly attributable to its reportable operating segments. Accordingly, these corporate-related costs do not constitute a reportable segment. These costs are primarily associated with corporate executives, corporate finance, corporate social responsibility, legal, human resources, information technology, cybersecurity, and other shared services.

The Company’s CODM evaluates financial performance based primarily on gross profit and income from operations for each reportable operating segment. Gross profit is defined as revenue less cost of sales. Income from operations is defined as profit or loss from operations before interest and other income, net and income taxes. Gross profit is a key measure for assessing the efficiency of the segment in producing its products or services, focusing on the direct costs associated with production. Income from operations is a key measure for understanding the overall financial performance of each segment, taking into account both direct operational costs and indirect expenses. These measures are used together to evaluate segment performance and determine the appropriate allocation of resources to each segment.

The Company’s CODM does not evaluate the financial performance of each segment based on its respective assets, and therefore, the Company does not report this information.

The following tables set forth information related to the Company's segments:

(3) Other segment items in the Wholesale Footwear, Wholesale Accessories/Apparel, and Direct-to-Consumer segments consist of the following: warehouse and shipping, advertising and promotion, occupancy, depreciation and amortization, certain severances and termination benefits, and other miscellaneous costs. Other segment items in the Licensing segment consist of advertising and promotion and other miscellaneous costs.

(3) Other segment items in the Wholesale Footwear, Wholesale Accessories/Apparel, and Direct-to-Consumer segments consist of the following: warehouse and shipping, advertising and promotion, occupancy, depreciation and amortization, certain severances and termination benefits, and other miscellaneous costs. Other segment items in the Licensing segment consist of advertising and promotion and other miscellaneous costs.

(3) Other segment items in Wholesale Footwear, Wholesale Accessories/Apparel, and Direct-to-Consumer segments consist of the following: warehouse and shipping, advertising and promotion, occupancy, depreciation and amortization, certain severances and termination benefits, and other miscellaneous costs. Other segment items in the Licensing segment consist of advertising and promotion and other miscellaneous costs.

(3) Other segment items in the Wholesale Footwear, Wholesale Accessories/Apparel, and Direct-to-Consumer segments consist of the following: warehouse and shipping, advertising and promotion, occupancy, depreciation and amortization, certain severances and termination benefits, and other miscellaneous costs. Other segment items in the Licensing segment consist of advertising and promotion and other miscellaneous costs.

The following table reconciles total segment income from operations to income before provision for income taxes.

The following table presents capital expenditures by segment:

(1) Corporate does not constitute a reportable segment and includes costs not directly attributable to the segments. These costs are primarily related to expenses associated with corporate executives, corporate finance, corporate social responsibility, legal, human resources, information technology, cybersecurity, and other shared services.

The following table presents depreciation and amortization by segment:

(1) Corporate does not constitute a reportable segment and includes costs not directly attributable to the segments. These costs are primarily related to expenses associated with corporate executives, corporate finance, corporate social responsibility, legal, human resources, information technology, cybersecurity, and other shared services.

The following table summarizes revenues by geographic area:

(1) Includes revenues of $69,225 and $197,200 for the three and nine months ended September 30, 2026, respectively, and $62,449 and $221,949 for the three and nine months ended September 30, 2025, respectively, related to sales to U.S. customers where title is transferred outside the U.S. and the sale is recorded by the Company's international entities.

Note 14 – Credit Agreement

On May 6, 2025, the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with various lenders and Citizens Bank, as administrative agent (in such capacity, the “Agent”), which provides for a term loan facility in the amount of $300,000 and a revolving credit facility with a total capacity of $250,000. The Credit Agreement amends and restates in its entirety the previous credit agreement, dated as of July 22, 2020, among the Company, the various lenders party thereto and Citizens Bank, as administrative agent.

The Credit Agreement provides for a term loan facility and a revolving credit facility scheduled to mature on May 6, 2030. The Company may from time to time increase the revolving commitments and/or request incremental term loans in an aggregate principal amount of up to $275,000 if certain conditions are satisfied, including (i) the absence of any default under the Credit Agreement, and (ii) the Company obtaining the consent of the lenders participating in each such increase.

Borrowings in U.S. Dollars under the Credit Agreement generally bear interest at a variable rate equal to, at the Company’s election, (i) Term SOFR for the applicable interest period plus a specified margin, which is based upon the Company’s Total Net Leverage Ratio (as defined in the Credit Agreement) or (ii) the base rate (which is the highest of (a) the prime rate announced by Citizens Bank or its parent company, (b) the sum of the federal funds rate plus 0.50%, or (c) the sum of the Daily SOFR Rate plus 1%) plus a specified margin, which is based upon the Company’s Total Net Leverage Ratio. At the Company’s option, borrowings under the Credit Agreement can be made in Euros, Pounds Sterling and other freely available currency or currencies (other than U.S. Dollars) from time to time approved by the Agent and the lenders in accordance with the terms of the Credit Agreement, and such borrowings would bear interest at a variable rate equal to, at the Company’s election, (i) the Alternative Currency Daily Rate (as defined in the Credit Agreement) plus a specified margin, which is based upon the Company’s Total Net Leverage Ratio or (ii) the Alternative Currency Term Rate (as defined in the Credit Agreement) plus a specified margin, which is based upon the Company’s Total Net Leverage Ratio.

Under the Credit Agreement, the Company must also pay (i) a commitment fee to the Agent, for the account of each revolving lender, which shall accrue at a rate per annum ranging from 0.25% to 0.35% of the average daily unused portion of the revolving credit facility, depending on the Company’s Total Net Leverage Ratio, (ii) a letter of credit participation fee to the Agent, for the account of each revolving lender, ranging from 1.75% to 2.50% per annum, based upon the Company’s Total Net Leverage Ratio, multiplied by the average daily amount available to be drawn under the applicable letter of credit, and (iii) a letter of credit fronting fee to each issuer of a letter of credit under the Credit Agreement, which shall accrue at a rate of 0.125% per annum.

The Credit Agreement contains various restrictions and covenants applicable to the Company and its subsidiaries, including the requirements that the borrowers not permit (i) the Total Net Leverage Ratio as of the end of any fiscal quarter to be greater than 3.00 to 1.00 and (ii) the Consolidated Fixed Charge Coverage Ratio (as defined in the Credit Agreement) as of the end of any fiscal quarter to be less than 1.25 to 1.00. As of September 30, 2026, all financial covenants associated with the Credit Agreement were within the prescribed thresholds.

The Credit Agreement requires various subsidiaries of the Company to guarantee obligations arising from time to time under the Credit Agreement, as well as obligations arising in respect of certain cash management and hedging transactions. Subject to customary exceptions and limitations, all of the borrowings under the Credit Agreement are secured by a lien on all or substantially all of the assets of the Company and each subsidiary guarantor. Certain additional subsidiaries of the Company may from time to time become borrowers or guarantors pursuant to the Credit Agreement.

The Credit Agreement also contains customary events of default. If an event of default under the Credit Agreement occurs and is continuing, then the Agent may, and at the request of the required lenders shall, terminate the loan commitments under the Credit Agreement, declare any outstanding obligations under the Credit Agreement to be immediately due and payable and/or require that the Company adequately cash collateralize outstanding letter of credit obligations. In addition, if, among other things, the Company or, with certain exceptions, a subsidiary thereof becomes the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then the loan commitments under the Credit Agreement will automatically terminate, any outstanding obligations under the Credit Agreement will automatically become immediately due and payable, and the cash collateral required under the Credit Agreement for any outstanding letter of credit obligations will automatically become immediately due and payable.

The Company used the term loan facility, and a portion of the revolving credit facility, to fund the transaction and the transaction-related expenses. The Company also has used, and intends to continue to use, the revolving credit facility for general corporate purposes.

During 2025, the Company incurred total debt issuance costs of $8,954 in connection with the Credit Agreement, including $6,716 allocated to the term loan facility and $2,238 allocated to the revolving credit facility. Debt issuance costs associated with the term loan are presented as a direct reduction from the carrying amount of the related facility within long-term debt on the Company’s Condensed Consolidated Balance Sheets and are amortized to interest expense using the effective interest method. Debt issuance costs associated with the revolving credit facility are presented within deposits and other on the Company’s Condensed Consolidated Balance Sheets and are amortized to interest expense on a straight-line basis over thefive-year term of the facility. The remaining unamortized debt issuance costs under each facility on the Company’s Condensed Consolidated Balance Sheets are summarized in the tables below. During the three and nine months ended September 30, 2026, $451 and $1,339, respectively, related to the amortization of debt issuance costs was included in interest expense in the Company’s Condensed Consolidated Statements of Operations. During the three and nine months ended September 30, 2025, $451 and $725, respectively, related to the amortization of debt issuance costs was included in interest expense in the Company’s Condensed Consolidated Statements of Operations. As of September 30, 2026, the Company had $3,330 in letters of credit outstanding related to the Company's revolving credit facility.

Term Loan Facility

The following table presents details of the term loan facility as of September 30, 2026 and December 31, 2025:

Revolving Credit Facility

The following table presents details of the revolving credit facility as of September 30, 2026 and December 31, 2025:

Future Maturities of Long-term Debt

The following table presents the future maturities related to our long-term debt as of September 30, 2026:

Subsequent Event

Subsequent to quarter-end and prior to issuance of our Form 10-Q on November 6, 2026, the Company made net repayments of $25,000 under its revolving credit facility. These repayments represented voluntary prepayments funded with available cash on hand. Following these repayments, no borrowings were outstanding under the revolving credit facility.

Note 15 – Factoring Agreements

On July 22, 2020, the Company and certain of its subsidiaries (collectively, the “Madden Entities”) entered into an Amended and Restated Deferred Purchase Factoring Agreement (the “Rosenthal Factoring Agreement”) with Rosenthal & Rosenthal, Inc. ("Rosenthal"). Pursuant to the Rosenthal Factoring Agreement, Rosenthal serves as the collection agent with respect to certain receivables of the Madden Entities and is entitled to receive a base commission of the gross invoice amount of each receivable assigned for collection, plus certain additional fees and expenses, subject to certain minimum annual commissions. Rosenthal will generally assume the credit risk resulting from a customer’s financial inability to make payment of credit-approved receivables, which are classified as Factor Receivables. The initial term of the Rosenthal Factoring Agreement wastwelve months, subject to automatic renewal for additional twelve-month periods, and the Rosenthal Factoring Agreement may be terminated at any time by Rosenthal or the Madden Entities on 60 days' notice and upon the occurrence of certain other events. The Madden Entities have pledged all of their rights under the Rosenthal Factoring Agreement to the Agent under the Credit Agreement to secure obligations arising under the Credit Agreement.

On April 3, 2023, the Madden Entities entered into a Credit Approved Receivables Purchasing Agreement (the “CIT Factoring Agreement”) with CIT Group/Commercial Services, Inc. (“CIT”). Pursuant to the CIT Factoring Agreement, in addition to Rosenthal, CIT serves as a non-exclusive collection agent with respect to certain of the Madden Entities’ receivables and will generally assume the credit risk resulting from a customer’s financial inability to make payment with respect to credit approved receivables. Additionally, CIT shall compensate the Madden Entities for 50% of the losses sustained for limiting or revoking a credit line during production for any made-to-order goods that have work-in-progress coverage. For its services, CIT is entitled to receive (1) a base fee of the gross face amount of each receivable assigned for collection having standard payment terms, (2) certain additional fees for receivables with non-standard payment terms or arising from sales to customers outside of the United States, and (3) reimbursement for certain expenses incurred in connection with the CIT Factoring Agreement. The Company, on behalf of the Madden Entities, and CIT may each terminate the CIT Factoring Agreement at any time by giving the other party at least 60 days’ notice. CIT may also terminate the CIT Factoring Agreement immediately upon the occurrence of certain events. The Madden Entities have pledged all of their right, title, and interest in and to monies due and to become due under the CIT Factoring Agreement in favor of the Agent to secure obligations arising under or in connection with the Credit Agreement.

On October 23, 2023, the Company and Daniel M. Friedman & Associates, Inc. (“DMFA”), a wholly-owned subsidiary of the Company, entered into a Notification Factoring Rider to the Credit Approved Receivables Purchasing Agreement (“Notification Factoring Rider”) with CIT, which amended and supplemented the CIT Factoring Agreement. The Notification Factoring Rider enables certain receivables generated from assets acquired by DMFA from Turn On Products Inc. d/b/a Almost Famous (“Post-Acquisition Receivables”), which assets were acquired by DMFA on October 20, 2023, to be subject to the CIT Factoring Agreement.

The Notification Factoring Rider modified the CIT Factoring Agreement to require, in respect of certain Post-Acquisition Receivables, payment to CIT of a base fee of the gross face amount of such Post-Acquisition Receivables assigned to CIT for collection. CIT will generally assume the credit risk resulting from a customer’s financial inability to make payment with respect to certain credit approved Post-Acquisition Receivables. The Company or DMFA may terminate the Notification Factoring Rider, separately from the CIT Factoring Agreement, by giving CIT at least 10 days’ prior written notice of termination. As with monies due and to become due under the CIT Factoring Agreement generally, monies due and to become due to the Company and DMFA under the Notification Factoring Rider are pledged in favor of the Agent to secure obligations under or in connection with the Credit Agreement.

Note 16 – Recent Accounting Pronouncements

Adopted

In July 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-05, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets," which introduces a practical expedient for estimating credit losses on current accounts receivable and contract assets. The ASU is effective for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods. We adopted the guidance in the first quarter of 2026 on a prospective basis and applied the practical expedient which assumes that current conditions as of the balance sheet date do not change over the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets. The adoption had no material impact on the Condensed Consolidated Financial Statements and related disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, "Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures (Subtopic 220-40)," which requires disaggregation of certain expense captions into specified categories in disclosures. This new standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. Adoption of this ASU can be applied using either a prospective or a retrospective approach. The Company is currently evaluating the impact of ASU 2024-03. The Company does not expect that this ASU will have a material impact on its Condensed Consolidated Financial Statements, but it will require increased disclosures within the notes to its Condensed Consolidated Financial Statements.

In September 2025, the FASB issued ASU 2025-06, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software," which removes references to project stages, and requires capitalization of software costs to begin when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the intended function. The ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods. Adoption of this ASU can be applied using either a prospective, modified, or retrospective transition approach. The Company is currently evaluating the impact the adoption of the standard will have on its Condensed Consolidated Financial Statements.

In September 2025, the FASB issued ASU 2025-07, "Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract," which (1) refines the scope of Topic 815 to clarify which contracts are subject to derivative accounting and (2) provides clarification under Topic 606 related to share-based payments from a customer in a revenue contract. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods. Adoption of this ASU can be applied using either a prospective or a modified retrospective approach. The Company is currently evaluating the impact the adoption of the standard will have on its Condensed Consolidated Financial Statements.

In November 2025, the FASB issued ASU 2025-09, "Derivatives and Hedging (Topic 815): Hedge Accounting Improvements," which includes amendments to more closely align hedge accounting with the economics of an entity’s risk management activities. This new standard is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods, with early adoption permitted. ASU 2025-09 should be applied prospectively. The Company is currently evaluating the impact the adoption of the standard will have on its Condensed Consolidated Financial Statements.

In December 2025, the FASB issued ASU No. 2025-11, "Interim Reporting (Topic 270): Narrow-Scope Improvements." The ASU clarifies interim disclosure requirements and the applicability of Topic 270. The objective of the amendments is to provide clarity about the current interim disclosure requirements. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. Adoption of this ASU can be applied using either a prospective or a retrospective approach. The Company is currently evaluating the impact the adoption of the standard will have on its Condensed Consolidated Financial Statements.

In December 2025, the FASB issued ASU No. 2025-12, "Codification Improvements." The ASU addresses 33 items in the Accounting Standards Codification with intent to clarify guidance, correct errors, or make minor improvements. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. The adoption method of this ASU may vary, on an issue-by-issue basis. The Company is currently evaluating the impact the adoption of the standard will have on its Condensed Consolidated Financial Statements.

The Company has considered all new accounting pronouncements and has concluded that there are no additional pronouncements that may have a material impact on its results of operations, financial condition, and cash flows.