Form 8-K

8-K — STEVEN MADDEN, LTD.

Accession: 0001493152-26-035322

Filed: 2026-07-30

Period: 2026-07-29

CIK: 0000913241

SIC: 3140 (FOOTWEAR, (NO RUBBER))

Item: Results of Operations and Financial Condition

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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2026-07-29

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report: July 29, 2026

(Date

of earliest event reported)

STEVEN

MADDEN, LTD.

(Exact

name of registrant as specified in its charter)

Delaware

000-23702

13-3588231

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

52-16

Barnett Avenue, Long Island City, New York

11104

(Address of principal executive

offices)

(Zip Code)

Registrant’s

telephone number, including area code: (718) 446-1800

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, par value

$0.0001 per share

SHOO

The NASDAQ Stock Market

LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02 Results of Operations and Financial Condition.

July 30, 2026, Steven Madden, Ltd. (the “Company”) issued a press release, furnished as Exhibit 99.1 and incorporated into

this Item 2.02 by reference, announcing the Company’s financial results for the second quarter of its fiscal year ending December

31, 2026.

Item

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

Expansion

of the Board

July 29, 2026, the Board of Directors of the Company (the “Board”), upon the recommendation of the Nominating/Corporate Governance

Committee, unanimously determined to expand the size of the Board from ten members to eleven members, such expansion to be effective

as of October 1, 2026.

Appointment

of New Director

July 29, 2026, the Board, also upon the recommendation of the Nominating/Corporate Governance Committee, unanimously appointed Mr. Kenneth

Pilot to fill the newly-created directorship resulting from the expansion in the size of the Board from ten members to eleven members,

such appointment to be effective as of October 1, 2026. Mr. Pilot has been appointed to serve on the Corporate Social Responsibility

Committee of the Board, effective October 1, 2026.

Mr.

Pilot is the Founder and Chief Executive Officer of Ken Pilot Ventures, an advisory and investment firm focused on retail, consumer and

commerce technology, which he founded in 2015. From 2010 to 2015, Mr. Pilot was President of ABC Carpet & Home. Mr. Pilot has also

held senior executive roles at leading retail organizations, including serving as President of the Gap Brand Global division at Gap,

Inc., Chief Executive Officer of J.Crew, President of the Martin + Osa division at American Eagle Outfitters, and President of Factory

Stores and New Business Development at Ralph Lauren. Mr. Pilot currently serves in board and advisory roles at Provenance Digital, Fernbrook

Capital and Leap.

The

expansion of the Board and the appointment of Mr. Pilot were effected as part of the Company’s corporate governance planning.

There

is no arrangement or understanding between Mr. Pilot and any other person pursuant to which Mr. Pilot was selected as a director. In

2025, prior to his appointment to the Board, Mr. Pilot provided certain consulting services to the Company for which he received $160,000.

The consulting arrangement terminated in July 2025, and there are no ongoing payments or obligations under the arrangement. Other than

the foregoing, there are no transactions involving Mr. Pilot that are required to be disclosed pursuant to Item 404(a) of Regulation

S-K.

connection with his appointment, Mr. Pilot will receive customary compensation from the Company for serving as a non-employee director,

in accordance with the Company’s director compensation program as described in the Company’s proxy statement for its 2026

annual meeting of stockholders, filed with the Securities and Exchange Commission on April 6, 2026.

Item

8.01 Other Events.

July 29, 2026, the Board declared a quarterly cash dividend of $0.21 per share on the Company’s outstanding shares of common stock.

The dividend is payable on September 24, 2026 to stockholders of record as of the close of business on September 11, 2026. The Company’s

press release issued on July 30, 2026 also announced the Board expansion, Mr. Pilot’s appointment to the Board and the declaration

of the quarterly cash dividend.

The

full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The

information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished, and shall not be deemed

filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section

18. Furthermore, the information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated

by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified

therein as being incorporated therein by reference. The furnishing of the information in Item 2.02 of this Current Report is not intended

to, and does not, constitute a determination or admission by the Company that the information in Item 2.02 of this Current Report is

material or complete, or that investors should consider this information before making an investment decision with respect to any security

of the Company.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description

99.1

Press Release, dated July 30, 2026, announcing the Company’s Second Quarter 2026 Results, Declaration of a Cash Dividend, Board Expansion and Appointment of Kenneth Pilot to the Board of Directors.

104

Cover Page Interactive

Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Dated:

July 30, 2026

STEVEN MADDEN, LTD.

By:

/s/ Edward

R. Rosenfeld

Name:

Edward R. Rosenfeld

Title:

Chairman and Chief Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Steve

Madden Announces Second Quarter 2026 Results

Raises Fiscal 2026 Revenue and Adjusted Diluted EPS Guidance; Reaffirms GAAP Diluted EPS Guidance ~

Announces Appointment of Ken Pilot to Board of Directors ~

LONG

ISLAND CITY, N.Y., July 30, 2026 – Steven Madden, Ltd. (Nasdaq: SHOO) (the “Company”), a leading designer and marketer

of fashion-forward footwear, accessories and apparel, today announced financial results for the second quarter ended June 30, 2026.

Amounts

referred to as “Adjusted” are non-GAAP measures that exclude the items defined as “Non-GAAP Adjustments” in the

“Non-GAAP Reconciliation” section.

Second

Quarter 2026 Results

● Revenue

increased 19.1% to $665.9 million, compared to $559.0 million in the same period of 2025.

● Gross

profit as a percentage of revenue was 46.5%, compared to 40.4% in the same period of 2025.

Adjusted gross profit as a percentage of revenue was 46.5%, compared to 41.9% in the same

period of 2025.

● Operating

expenses as a percentage of revenue were 40.6%, compared to 47.2% in the same period of 2025.

Adjusted operating expenses as a percentage of revenue were 39.8%, compared to 37.9% in the

same period of 2025.

● Income

/ (loss) from operations totaled $39.3 million, or 5.9% of revenue, compared to ($40.3) million,

or (7.2%) of revenue, in the same period of 2025. Adjusted income from operations totaled

$44.5 million, or 6.7% of revenue, compared to $22.6 million, or 4.0% of revenue, in the

same period of 2025.

● Net

income / (loss) attributable to Steven Madden, Ltd. was $27.7 million, or $0.38 per diluted

share, compared to ($39.5) million, or ($0.56) per diluted share, in the same period of 2025.

Adjusted net income attributable to Steven Madden, Ltd. was $31.7 million, or $0.44 per diluted

share, compared to $13.9 million, or $0.20 per diluted share, in the same period of 2025.

Edward

Rosenfeld, Chairman and Chief Executive Officer, commented, “We delivered robust top- and bottom-line growth in the second quarter,

reflecting the strength of our brands and disciplined execution across the organization. The Steve Madden brand was the highlight, continuing

to gain momentum as consumers responded enthusiastically to the trend-right assortments created by Steve and his design team. Combined

with strong marketing execution, our compelling product offering generated increased brand heat and fueled strong performance across

both direct-to-consumer and wholesale channels.

“Based

on the strong results in the second quarter and the momentum we see across our brands, we are raising our revenue and Adjusted diluted

earnings per share outlook for 2026. Looking further ahead, we remain confident that our powerful brands, proven business model and talented

team provide a strong foundation to deliver sustainable growth and long-term value creation for our shareholders.”

Second

Quarter 2026 Channel Results

Revenue

for the wholesale business in the second quarter of 2026 was $407.5 million, a 13.0% increase compared to the second quarter of 2025.

Excluding Kurt Geiger, wholesale revenue increased 11.5%. Wholesale footwear revenue increased 9.0%, or 7.8% excluding Kurt Geiger. Wholesale

accessories/apparel revenue increased 19.2%, or 17.5% excluding Kurt Geiger. Gross profit as a percentage of wholesale revenue was 35.2%

in the second quarter of 2026, compared to 30.0% in the second quarter of 2025. Adjusted gross profit as a percentage of wholesale revenue

was 35.2%, compared to 30.9% in the second quarter of 2025, due to higher average selling prices, a smaller negative impact from tariffs

and a lower penetration of private label.

Direct-to-consumer

revenue in the second quarter of 2026 was $255.4 million, a 30.6% increase compared to the second quarter of 2025. Excluding Kurt Geiger,

direct-to-consumer revenue increased 11.1%. Gross profit as a percentage of direct-to-consumer revenue was 64.0%, compared to 58.7% in

the second quarter of 2025. Adjusted gross profit as a percentage of direct-to-consumer revenue was 64.0%, compared to 61.3% in the second

quarter of 2025, due to higher average selling prices, a reduction in promotional activity and a smaller negative impact from tariffs.

The

Company ended the quarter with 382 Company-operated brick-and-mortar retail stores, including 92 outlets, as well as eight e-commerce

websites and 164 Company-operated concessions in international markets.

Balance

Sheet Highlights

of June 30, 2026, total debt outstanding was $124.8 million and cash and cash equivalents were $94.7 million. Net debt is a non-GAAP

financial measure that the Company defines as total debt less cash and cash equivalents. Net debt was $30.1 million as of June 30, 2026.

During

the second quarter of 2026, the Company did not repurchase any shares of its common stock in the open market.

Quarterly

Cash Dividend

The

Company’s Board of Directors approved a quarterly cash dividend of $0.21 per share. The dividend is payable on September 24, 2026

to stockholders of record as of the close of business on September 11, 2026.

Board

Appointment

The

Company also announced that, effective October 1, 2026, its Board of Directors will expand from ten to eleven directors, and Ken Pilot

will join the Board as the newly appointed director. Mr. Pilot is the Founder and Chief Executive Officer of Ken Pilot Ventures, an advisory

and investment firm focused on retail, consumer and commerce technology companies. He brings more than 30 years of leadership experience

across retail and consumer businesses, having served in senior executive roles at leading retailers including J.Crew, Gap Inc., Ralph

Lauren, American Eagle Outfitters and ABC Carpet & Home. Mr. Pilot currently advises and invests in a number of companies focused

on artificial intelligence, e-commerce infrastructure and retail technology platforms.

Mr.

Rosenfeld commented, “We are pleased to welcome Ken to our Board of Directors. His decades of experience building brands and driving

growth, together with his deep understanding of digital innovation and emerging technologies, will be invaluable as we continue to execute

our long-term growth strategy. We look forward to benefiting from his insights and perspective.”

Fiscal

2026 Outlook

The

Company now expects fiscal 2026 revenue will increase 11% to 13% compared to fiscal 2025, up from its previous guidance of 10% to 12%.

The Company continues to expect fiscal 2026 diluted earnings per share (“EPS”) will be in the range of $2.55 to $2.65. The

Company now expects Adjusted diluted EPS will be in the range of $2.05 to $2.15, up from its previous guidance range of $2.00 to $2.10.

Conference

Call Information

Interested

stockholders are invited to listen to the conference call scheduled for today, July 30, 2026, at 8:30 a.m. Eastern Time, which will include

a discussion of the Company’s second quarter 2026 earnings results and updated fiscal 2026 outlook. The call will be webcast live

on the Company’s website at https://investor.stevemadden.com. A webcast replay of the conference call will be available

on the Company’s website or via the following webcast link https://event.choruscall.com/mediaframe/webcast.html?webcastid=BqLiaYAB

beginning today at approximately 11:00 a.m. Eastern Time.

About

Steve Madden

Steve

Madden designs, sources and markets fashion-forward footwear, accessories and apparel. In addition to marketing products under its own

brands including Steve Madden®, Kurt Geiger London®, Dolce Vita®, Betsey Johnson®,

Carvela®, Blondo® and ATM®, Steve Madden licenses footwear, handbags and other accessory

categories for the Anne Klein® brand. Steve Madden also designs and sources products under private label brand names for

various retailers. Steve Madden’s wholesale distribution includes department stores, mass merchants, off-price retailers, shoe

chains, online retailers, national chains, specialty retailers and independent stores. Steve Madden also directly operates brick-and-mortar

retail stores and e-commerce websites. In addition, Steve Madden licenses certain of its brands to third parties for the marketing and

sale of certain products in the apparel, accessory and home categories.

Safe

Harbor Statement Under the U.S. Private Securities Litigation Reform Act of 1995

This

press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private

Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, among others, statements regarding revenue

and earnings guidance, plans, strategies, objectives, expectations and intentions. Forward-looking statements can be identified by words

such as: “may,” “will,” “expect,” “believe,” “should,” “anticipate,”

“project,” “predict,” “plan,” “intend,” “estimate,” or “confident,”

and similar expressions or the negative of these expressions. Forward-looking statements are neither historical facts nor assurances

of future performance. Instead, they represent the Company’s current beliefs, expectations, and assumptions regarding anticipated

events and trends affecting its business and industry based on information available as of the time such statements are made. Investors

are cautioned that such forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted

with accuracy and some of which may be outside of the Company’s control. The Company’s actual results and financial condition

may differ materially from those indicated in these forward-looking statements. As such, investors should not rely upon them. Important

risk factors include:

● our

ability to accurately anticipate fashion trends and promptly respond to consumer demand;

● our

ability to compete effectively in a highly competitive market;

● our

ability to adapt our business model to rapid changes in the retail industry;

● our

dependence on the hiring and retention of key personnel;

● our

ability to successfully implement growth strategies and integrate acquired businesses;

● changes

in trade policies, additional tariffs on product imported to the United States, retaliatory

trade actions taken by other countries, and resulting trade wars;

● supply

chain disruptions to product delivery systems and logistics, and our ability to properly

manage inventory;

● geopolitical

tensions in the regions in which we operate and any related challenging macroeconomic conditions

globally that may materially adversely affect our customers, vendors, and partners, and the

duration and extent to which these factors may impact our future business and operations,

results of operations, and financial condition;

● our

reliance on independent manufacturers to produce and deliver products in a timely manner

or to meet our quality standards if we experience a supply chain disruption and we are unable

to secure an alternative source of raw materials or end products;

● our

dependence on one or more of our significant customers;

● quarterly

fluctuations of our financial results;

● extreme

or unseasonable weather conditions in locations where we or our customers and suppliers are

located;

● fluctuation

of our stock price if our operating results are inconsistent with our forecasts or those

of analysts who follow us;

● our

exposure to risks related to integrating the operations, systems, processes, reporting, supply

chains, and personnel of Kurt Geiger into our business;

● our

exposure to risks associated with increased indebtedness used to finance the acquisition

of Kurt Geiger, including related debt service requirements;

● our

ability to manage risks associated with substantial goodwill and intangible assets recorded

from the acquisition of Kurt Geiger, which could subsequently become impaired upon adverse

changes to the business environment in which we operate;

● disruption

of our information technology systems or e-commerce platforms;

● cybersecurity

risks and costs of defending against, mitigating, and responding to data security threats

and breaches impacting the Company;

● our

ability to effectively implement artificial intelligence and data-driven technologies across

our operations, and the risks that such technologies may not perform as expected, may be

subject to regulatory constraints, or may increase operational, legal, or cybersecurity risks;

● litigation

or other legal proceedings could divert management resources and result in costs;

● legal,

regulatory, political, and economic risks that may affect our operations in international

markets;

● exposure

to foreign exchange rate fluctuations;

● our

ability to adequately protect our trademarks and other intellectual property rights;

● changes

in economic conditions;

● additional

tax liabilities resulting from audits by various taxing authorities;

● changes

in U.S. and foreign tax laws that could have an adverse effect on our financial results;

● the

loss of a significant license;

● the

actions of our licensees and diminished brand integrity;

● the

actions of our licensees or the loss of a significant licensee and diminished brand integrity;

● failure

of our manufacturers, the manufacturers used by our licensees, or our licensees themselves

to use acceptable labor practices or to otherwise comply with local laws and other standards;

● our

ability to maintain effective internal control over our financial reporting; and

● other

risks and uncertainties indicated from time to time in our filings with the Securities and

Exchange Commission.

The

Company does not undertake, and disclaims, any obligation to publicly update any forward-looking statement, including, without limitation,

any guidance regarding revenue or earnings, whether as a result of new information, future developments, or otherwise.

STEVEN

MADDEN, LTD. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(In

thousands, except per share amounts)

(Unaudited)

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Net sales

$ 662,914

$ 556,090

$ 1,312,574

$ 1,107,472

Licensing fee income

2,951

2,910

6,387

5,062

Total revenue

665,865

559,000

1,318,961

1,112,534

Cost of sales

356,206

332,973

651,882

660,240

Gross profit

309,659

226,027

667,079

452,294

Operating expenses

270,340

263,865

528,633

441,128

Change in valuation of contingent payment liability

—

2,420

385

(2,075 )

Income / (loss) from operations

39,319

(40,258 )

138,061

13,241

Gain on derivative

—

9,252

—

9,252

Interest and other (expense) / income, net

(1,257 )

(3,795 )

(4,862 )

(2,966 )

Income / (loss) before provision for income taxes

38,062

(34,801 )

133,199

19,527

Provision for income taxes

10,137

3,911

33,631

16,979

Net income / (loss)

27,925

(38,712 )

99,568

2,548

Less: net income attributable to noncontrolling interest

198

765

1,602

Net income / (loss) attributable to Steven Madden, Ltd.

$ 27,727

$ (39,477 )

$ 99,549

$ 946

Basic net income / (loss) per share

$ 0.39

$ (0.56 )

$ 1.40

$ 0.01

Diluted net income / (loss) per share

$ 0.38

$ (0.56 )

$ 1.38

$ 0.01

Basic weighted average common shares outstanding

71,292

70,870

71,228

70,822

Diluted weighted average common shares outstanding

72,164

70,870

72,012

70,970

Cash dividends declared per common share

$ 0.21

$ 0.42

STEVEN

MADDEN, LTD. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED BALANCE SHEETS

(In

thousands)

As of

June 30, 2026

December 31, 2025

June 30, 2025

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents

$ 94,739

$ 112,423

$ 111,714

Short-term investments

—

140

Accounts receivable, net of allowances

80,347

91,854

86,211

Factor accounts receivable

307,387

311,563

289,942

Inventories

377,207

417,016

436,968

Prepaid expenses and other current assets

54,993

46,759

54,002

Income tax receivable and prepaid income taxes

15,088

21,084

18,799

Total current assets

929,761

1,000,699

997,776

Property and equipment, net

113,688

115,802

104,423

Operating lease right-of-use asset

235,322

235,855

220,089

Deposits and other

22,912

22,764

21,641

Deferred tax assets

3,220

2,175

Goodwill

256,341

254,518

266,602

Intangibles, net

274,818

281,419

282,372

Total Assets

$ 1,836,062

$ 1,914,277

$ 1,895,078

LIABILITIES

Current liabilities:

Accounts payable

$ 202,095

$ 197,247

$ 235,716

Accrued expenses and other current liabilities

202,641

258,794

181,270

Operating leases - current portion

58,588

58,827

56,179

Income taxes payable

13,681

4,488

11,419

Current portion of long-term debt

—

5,625

Contingent payment liability - current portion

—

2,979

Accrued incentive compensation

10,825

6,351

3,404

Total current liabilities

487,830

525,707

496,592

Contingent payment liability - long-term portion

15,265

14,880

17,406

Operating leases - long-term portion

193,722

193,145

189,404

Long-term debt

124,832

234,166

287,865

Deferred tax liabilities

36,628

36,142

38,574

Other liabilities

5,681

6,255

1,874

Total Liabilities

863,958

1,010,295

1,031,715

STOCKHOLDERS’ EQUITY

Total Steven Madden, Ltd. stockholders’ equity

939,603

866,388

833,230

Noncontrolling interest

32,501

37,594

30,133

Total stockholders’ equity

972,104

903,982

863,363

Total Liabilities and Stockholders’ Equity

$ 1,836,062

$ 1,914,277

$ 1,895,078

STEVEN

MADDEN, LTD. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In

thousands)

(Unaudited)

Six Months Ended

June 30, 2026

June 30, 2025

Cash flows from operating activities:

Net income

$ 99,568

$ 2,548

Adjustments to reconcile net income to net cash provided by operating activities:

Stock-based compensation

15,741

14,690

Depreciation and amortization

18,433

13,926

Amortization of debt issuance costs

887

480

Loss on disposal of fixed assets

135

Deferred taxes

—

Change in valuation of contingent payment liability

385

(2,075 )

Other operating activities

1,902

(550 )

Changes, net of acquisitions, in:

Accounts receivable

10,375

(7,197 )

Factor accounts receivable

3,033

59,110

Inventories

38,437

35,004

Prepaid expenses, income tax receivables, prepaid taxes, and other assets

(5,476 )

(7,119 )

Accounts payable, accrued expenses, and other current liabilities

(40,076 )

(34,420 )

Accrued incentive compensation

4,436

(11,721 )

Leases and other liabilities

1,478

(15,042 )

Net cash provided by operating activities

149,263

47,635

Cash flows from investing activities:

Capital expenditures

(14,411 )

(17,516 )

Maturity / sale of short-term investments

—

13,410

Acquisition of businesses

(1,328 )

(371,554 )

Other investing activities

—

(2,196 )

Net cash used in investing activities

(15,739 )

(377,856 )

Cash flows from financing activities:

Common stock repurchased and net settlements of stock awards

(8,352 )

(8,198 )

Proceeds from exercise of stock options

2,973

—

Borrowings, net of repayments

(110,000 )

300,000

Financing costs paid

—

(8,955 )

Cash dividends paid on common stock

(30,641 )

(30,435 )

Distribution of noncontrolling interest

(5,482 )

(2,946 )

Net cash (used in) / provided by financing activities

(151,502 )

249,466

Effect of exchange rate changes on cash and cash equivalents

294

2,545

Net decrease in cash and cash equivalents

(17,684 )

(78,210 )

Cash and cash equivalents – beginning of period

112,423

189,924

Cash and cash equivalents – end of period

$ 94,739

$ 111,714

STEVEN

MADDEN, LTD. AND SUBSIDIARIES

NON-GAAP

RECONCILIATION

(In

thousands, except per share amounts)

(Unaudited)

The

Company uses non-GAAP financial information to evaluate its operating performance and in order to represent the manner in which the Company

conducts and views its business. Additionally, the Company believes the information assists investors in comparing the Company’s

performance across reporting periods on a consistent basis by excluding items that are not indicative of its core business. The non-GAAP

financial information is provided in addition to, and not as an alternative to, the Company’s reported results prepared in accordance

with GAAP.

Table

1 - Reconciliation of GAAP gross profit to Adjusted gross profit

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

GAAP gross profit

$ 309,659

$ 226,027

$ 667,079

$ 452,294

Non-GAAP Adjustments

—

8,251

(55,090 )

8,530

Adjusted gross profit

$ 309,659

$ 234,278

$ 611,989

$ 460,824

Table

2 - Reconciliation of GAAP operating expenses to Adjusted operating expenses

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

GAAP operating expenses

$ 270,340

$ 263,865

$ 528,633

$ 441,128

Non-GAAP Adjustments

(5,201 )

(52,216 )

(7,466 )

(59,012 )

Adjusted operating expenses

$ 265,139

$ 211,649

$ 521,167

$ 382,116

Table 3 - Reconciliation of GAAP income / (loss) from operations to Adjusted income from operations

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

GAAP income / (loss) from operations

$ 39,319

$ (40,258 )

$ 138,061

$ 13,241

Non-GAAP Adjustments

5,201

62,887

(47,239 )

65,467

Adjusted income from operations

$ 44,520

$ 22,629

$ 90,822

$ 78,708

Table 4 - Reconciliation of GAAP interest and other (expense) / income, net to Adjusted interest and other (expense) / income, net

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

GAAP interest and other (expense) / income, net

$ (1,257 )

$ (3,795 )

$ (4,862 )

$ (2,966 )

Non-GAAP Adjustments

—

840

—

840

Adjusted interest and other (expense) / income, net

$ (1,257 )

$ (2,955 )

$ (4,862 )

$ (2,126 )

Table 5 - Reconciliation of GAAP provision for income taxes to Adjusted provision for income taxes

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

GAAP provision for income taxes

$ 10,137

$ 3,911

$ 33,631

$ 16,979

Non-GAAP Adjustments

1,257

1,117

(11,426 )

1,729

Adjusted provision for income taxes

$ 11,394

$ 5,028

$ 22,205

$ 18,708

Table 6 - Reconciliation of GAAP net income / (loss) attributable to Steven Madden, Ltd. to Adjusted net income attributable to Steven Madden, Ltd.

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

GAAP net income / (loss) attributable to Steven Madden, Ltd.

$ 27,727

$ (39,477 )

$ 99,549

$ 946

Non-GAAP Adjustments

3,944

53,357

(35,813 )

55,326

Adjusted net income attributable to Steven Madden, Ltd.

$ 31,671

$ 13,880

$ 63,736

$ 56,272

GAAP diluted net income / (loss) per share

$ 0.38

$ (0.56 )

$ 1.38

$ 0.01

GAAP diluted weighted shares outstanding

72,164

70,870

72,012

70,970

Adjusted diluted net income per share

$ 0.44

$ 0.20

$ 0.89

$ 0.79

Adjusted diluted weighted average shares outstanding

72,164

70,911

72,012

70,970

Table 7 - Reconciliation of GAAP diluted net income per share to Adjusted diluted net income per share in fiscal 2026 outlook

Fiscal 2026 Outlook

Low End

High End

GAAP diluted net income per share

$ 2.55

$ 2.65

Non-GAAP Adjustments

(0.50 )

Adjusted diluted net income per share

$ 2.05

$ 2.15

Non-GAAP

Adjustments include the items below.

For

the second quarter of 2026:

● $1.5

million pre-tax ($1.1 million after-tax) expense in connection with severances and related

charges, included in operating expenses.

● $3.4

million pre-tax ($2.6 million after-tax) expense in connection with legal settlements and

related fees, included in operating expenses.

● $0.3

million pre-tax ($0.3 million after-tax) expense in connection with an acquisition and formation

of joint ventures, included in operating expenses.

For

the second quarter of 2025:

● $8.3

million pre-tax ($6.2 million after-tax) expense in connection with the purchase accounting

fair value adjustment of inventory from acquired businesses, included in cost of sales.

● $38.8

million pre-tax ($38.8 million after-tax) expense in connection with acquisition-related

compensation paid to management sellers and certain employees of Kurt Geiger, as determined

by the institutional shareholders as part of the sellers’ negotiated transaction waterfall,

included in operating expenses.

● $8.1

million pre-tax ($8.9 million after-tax) expense in connection with an acquisition and formation

of joint ventures, included in operating expenses.

● $4.7

million pre-tax ($3.6 million after-tax) expense in connection with legal settlements and

related fees, included in operating expenses.

● $0.5

million pre-tax ($0.4 million after-tax) expense in connection with severances and related

charges, included in operating expenses.

● $2.4

million pre-tax ($1.8 million after-tax) net expense in connection with the change in valuation

of contingent payment liabilities related to the acquisitions of Almost Famous and ATM.

● $9.3

million pre-tax ($7.1 million after-tax) benefit in connection with the settlement of a foreign

exchange hedging contract entered into as part of the company’s acquisition of Kurt

Geiger.

● $0.8

million pre-tax ($0.6 million after-tax) expense in connection with the write-off of unamortized

debt issuance costs associated with the replacement of the company’s previous revolving

credit facility, included in interest and other expense, net.

Contact

Steven

Madden, Ltd.

of Corporate Development & Investor Relations

Danielle

McCoy

718-308-2611

InvestorRelations@stevemadden.com

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