Each branch is a paragraph in Risk Factors with nothing like it in the 10-K filed Mar 3, 2025. A box jumps to the paragraph as filed, below.
34 paragraphs in Risk Factors of the 10-K filed Mar 2, 2026 with nothing like them in the 10-K filed Mar 3, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Failure to successfully integrate the business and operations of Kurt Geiger could adversely affect our business, financial condition, results of operations, and future growth prospects.
On May 6, 2025, we completed our acquisition of Mercury Acquisitions Topco Limited, which is the ultimate parent company of the Kurt Geiger business (“Kurt Geiger”). Kurt Geiger is a designer and retailer of branded fashion footwear, handbags, and accessories with a presence in the United Kingdom and other international markets. Kurt Geiger is subject to
complex and evolving legal, regulatory, tax, privacy, labor, and compliance regimes in the United Kingdom and other jurisdictions. Any failure to comply with these requirements or changes to applicable laws could result in increased compliance costs, legal exposure, or operational disruptions.
The success of this acquisition depends on our ability to integrate Kurt Geiger effectively into our existing business operations, and we may encounter significant challenges in doing so. Integrating the operations, systems, processes, and personnel of Kurt Geiger with our own, as well as ensuring compliance with applicable laws and regulations (including Section 404 of the Sarbanes-Oxley Act) in the U.S., UK, and other jurisdictions requires substantial management time and attention and may divert resources from other priorities and initiatives. The integration process involves complex operational, technological, and cultural challenges and could be more costly or time-consuming than anticipated.
There can be no assurance that we will be able to successfully integrate Kurt Geiger’s operations or achieve the expected strategic, operational, or financial benefits of the acquisition on the anticipated timeline, or at all, due to unforeseen integration challenges or market conditions. Failure to do so could result in lost revenue opportunities, unexpected operating costs, diminished profitability, and impairment of goodwill or other intangible assets recognized in connection with the acquisition. In addition, unsuccessful integration could adversely affect our business, reputation, or future growth prospects.
We have incurred indebtedness in connection with our acquisition of Kurt Geiger, which could limit our operational and financial flexibility, expose us to interest rate risk, and adversely affect our business, financial condition, and results of operations.
In connection with the financing of our acquisition of Kurt Geiger, we entered into a senior secured credit facility effective May 6, 2025, consisting of a $300,000 term loan and a $250,000 revolving credit facility. As of December 31, 2025, we had outstanding borrowings of $240,000 under the term loan and no borrowings under the revolving credit facility. Prior to this acquisition, we had no amounts outstanding under our previous revolving credit facility and operated with a comparatively lower level of financial leverage.
Our increased debt levels require us to dedicate a portion of our cash flow to the repayment of principal and interest, which reduces funds available for working capital, capital expenditures, share repurchases, dividends, acquisitions, and other general corporate purposes. In addition, these credit facilities bear interest at variable rates that are subject to market fluctuations. An increase in interest rates would increase our interest exposure and reduce our net income and cash flow.
Our credit agreement also includes covenants that impose certain operating and financial restrictions. Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could permit acceleration of the outstanding debt and enforcement of security interests in our assets. As of December 31, 2025, we were in compliance with all financial and non-financial covenants under our credit agreement.
We have recorded goodwill and identifiable intangible assets in connection with our acquisition of Kurt Geiger, which could become impaired and adversely affect our financial results.
As part of our preliminary purchase price allocation in connection with the acquisition of Kurt Geiger, we recorded over $240,000 in goodwill and identifiable intangible assets on our Consolidated Balance Sheet. Under U.S. GAAP, we are required to test goodwill and indefinite-lived intangible assets at least annually for impairment, or more frequently if events or changes in circumstances indicate that they may be impaired. Intangible assets with finite lives are amortized over their useful lives and are subject to impairment testing if there are indicators of impairment.
Adverse changes in our business, the markets in which we operate, consumer demand, foreign currency exchange rates, competitive dynamics, macroeconomic conditions, or our failure to successfully integrate or achieve anticipated financial results for Kurt Geiger could result in the carrying amount of goodwill or other intangible assets exceeding their fair value. This would require us to recognize impairment charges, which could be material and which could adversely affect our results of operations and financial condition.
Changes in trade policies, tariffs, retaliatory trade actions taken by other countries, and resulting trade wars have had, and may continue to have, a material adverse impact on our business, results of operations, and financial condition.
In 2025, the United States government announced the imposition of additional tariffs and reciprocal tariffs on a broad range of goods imported into the United States. In response, multiple countries implemented retaliatory tariffs and other trade actions, which prompted further increases in reciprocal tariffs by the United States. The United States accounted for approximately 66.2% of our global sales in fiscal year 2025, and a substantial portion of our products imported into the United States are sourced from China, Cambodia, Vietnam, and other countries that have been impacted, or may be impacted, by these trade actions.
The enactment of tariffs and the uncertainty surrounding their scope, duration, and applicable rates have materially increased, and may continue to materially increase our product costs and negatively impact our gross margins. Tariffs have resulted in, and may continue to result in, higher pricing for our products, reduced consumer demand, and order cancellations, which could adversely affect our sales volumes and profitability. We have taken, and continue to evaluate, actions intended to mitigate the impact of tariffs, including diversifying our sourcing footprint, negotiating with suppliers, and adjusting pricing strategies. However, there can be no assurance that these measures will be successful or that they will fully offset the effects of current or future tariffs.
Further, on February 20, 2026, the U.S. Supreme Court struck down certain tariffs imposed under the International Emergency Economic Powers Act (IEEPA). Following the Supreme Court decision, the U.S. Administration announced a new 10% global tariff under Section 122 of the Trade Act of 1974, subject to certain carve outs. It is unclear at this time what impact this decision will have on our future financial results, including whether we will be able to obtain refunds of amounts previously paid for the IEEPA tariffs or any fluctuations of the level of replacement tariffs imposed or the addition of any new tariffs through other means.
Additionally, changes in laws or policies governing international trade, including increased tariffs or other restrictions on imports from countries where we manufacture products, such as China, Cambodia, and Vietnam, could adversely affect our business. For example, in recent years, the United States and China have imposed new tariffs on each other covering certain product categories, including footwear, accessories, and apparel. Given the uncertainty regarding the potential expansion, modification, or continuation of existing tariffs, as well as the possibility of additional retaliatory trade actions, the ultimate impact on our business, results of operations, cash flows, and financial condition remains uncertain and could be material. We cannot predict whether, or to what extent, changes to international trade agreements or policies will occur, or whether we will be able to offset any resulting increases in costs or loss of revenue.
We are heavily dependent on information technology systems to manage all aspects of our global business, including transaction processing, inventory management, and financial reporting. Our e-commerce platforms are critical to our direct-to-consumer strategy. Given the high volume of transactions we process annually, any prolonged system instability or failure could lead to significant revenue loss.
We rely on a combination of in-house IT infrastructure and third-party "cloud" service providers to host and upgrade our systems. Our infrastructure remains vulnerable to damage from cyber-attacks, power outages, and integration challenges associated with business acquisitions. Any such disruption could result in:
•an inability to fulfill customer orders, leading to inventory imbalances and lost sales.
While we maintain disaster recovery protocols and cybersecurity insurance, these measures may not be adequate to cover the full extent of a catastrophic loss or business interruption.
Our business could be adversely affected by data security breaches or privacy failures involving our systems or those of our third-party partners.
As a routine part of our business, we collect and retain sensitive information, including personally identifiable information of customers and employees. Despite our security measures, we and our service providers face ongoing threats from sophisticated actors employing ransomware, social engineering, and advanced persistent threats.
As the media and regulatory scrutiny of data privacy intensifies, any actual or perceived breach could result in a material loss of consumer trust. Beyond reputational damage, a compromise of our systems could subject us to:
•regulatory enforcement under increasingly rigorous standards, including the GDPR, CCPA/CPRA, and the NY SHIELD Act.
Our compliance with these evolving global privacy laws is costly and requires ongoing operational adjustments. While we have not experienced a material security breach in the last three years, the frequency and sophistication of global cyber-threats continue to increase.
Risks related to the deployment of artificial intelligence and machine learning could adversely impact our operations and financial condition.
We are increasingly integrating artificial intelligence (“AI”) and machine learning across our enterprise, including for inventory forecasting, digital marketing, and pricing optimization. While these technologies are intended to drive efficiency, they introduce unique risks:
•Data Integrity: AI outputs are only as reliable as the underlying data. Inaccurate or biased data sets could lead to suboptimal business decisions, such as inventory stockouts or inaccurate demand forecasting, materially impacting our gross margins.
•Third-Party Dependency: We rely on external AI platforms and tools. Security vulnerability or service interruption at these providers could compromise our operational continuity.
•Regulatory Uncertainty: The global regulatory landscape for AI is rapidly evolving. New transparency or "explainability" requirements may necessitate significant diversion of resources or restrictions on our current use of these technologies.
•Competitive Pressure: Failure to effectively integrate AI at the same pace as our competitors could result in a loss of market share and diminished operational responsiveness.
There can be no assurance that our investment in AI will yield the expected returns on investment. Given the rapid pace of technological change, the impact of these risks on our cash flows and results of operations is uncertain and could be material.
In 2025, we completed the acquisition of Kurt Geiger. As permitted under applicable SEC and Public Company Accounting Oversight Board (“PCAOB”) guidance, the internal control over financial reporting of newly acquired businesses may be excluded from management’s assessment of internal control over financial reporting for a period of up to one year following the acquisition date. During this integration period, we are dedicating resources to integrating Kurt Geiger’s financial reporting systems, processes, and internal controls into our internal control framework. However, until such integration is complete and the acquired business is fully subject to our internal control environment, we may face additional risks associated with integrating and maintaining effective internal controls over financial reporting.
New in the latest 10-Q
10 paragraphs in the 10-Q filed Nov 6, 2026 with nothing like them in the 10-Q filed Jul 31, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
(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.
Read in the 10-Q
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.
Read in the 10-Q
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.
Read in the 10-Q
• the actions of our licensees or the loss of a significant licensee and diminished brand integrity;
Read in the 10-Q
Consumer spending patterns continued to reflect the effects of interest rates, persistent inflationary pressures, and broader economic uncertainty. In September 2026, the U.S. Federal Reserve increased its benchmark interest rate in response to continued inflation concerns. Demand varied across channels and regions, with consumers remaining sensitive to pricing and discretionary purchases. Fluctuations in foreign currency exchange rates and uncertainty regarding global economic growth also continued to shape the operating environment and consumer sentiment.
Read in the 10-Q
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
Read in the 10-Q
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Read in the 10-Q
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.
Read in the 10-Q
On August 26, 2026, Edward Rosenfeld, Chairman of the Board and Chief Executive Officer of the Company, adopted a Rule 10b5-1 trading arrangement providing for the sale, pursuant to the terms of the arrangement, of an aggregate of up to 66,000 shares of the Company’s common stock. Mr. Rosenfeld's trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of Mr. Rosenfeld’s trading arrangement is from August 26, 2026 until November 12, 2027.
Read in the 10-Q
On August 28, 2026, Zine Mazouzi, Chief Financial Officer and Executive Vice President of Operations of the Company, adopted a Rule 10b5-1 trading arrangement providing for the sale, pursuant to the terms of the arrangement, of an aggregate of up to 18,000 shares of the Company’s common stock. Mr. Mazouzi's trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of Mr. Mazouzi's trading arrangement is from August 28, 2026 until November 12, 2027.
Read in the 10-Q
Item 1A of the 10-Q filed Nov 6, 2026 against Item 1A of the 10-K filed Mar 2, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:During the three months ended September 30, 2026, there have been no material changes from the risk factors previously disclosed under Part I, Item 1A, “Risk Factors” in the 2025 Form 10-K.
Read in the 10-Q
Two-word phrases in Risk Factors of the 10-K filed Mar 2, 2026 that are in none of the 1 earlier 10-Ks stored, back to Mar 3, 2025
Used at least twice, small words left out. Counted, not picked: a phrase can be new because the company renamed something.
14 paragraphs of last year's Risk Factors with nothing like them now. The longest are quoted.
Item 1A of each 10-K and 10-Q on EDGAR, quoted exactly. Each paragraph links to the filing at sec.gov.
10-K change: what was reworded or cut, section by section.
Excel workbook · CSV. Google Sheet that stays up to date: paste =IMPORTDATA("https://tickdelta.com/company/SHOO/export.csv") into a cell.
