A N'N 'U'A L R E P 0 PT
CONTENTS
3 CEO LETTER TO SHAREHOLDERS
5 ABOUT US
8 OVERVIEW OF GLOBAL OPERATIONS
9 FINANCIAL HIGHLIGHTS
10 BOARD OF DIRECTORS
11 EXECUTIVE MANAGEMENT
13 FORM 20-F FOR FISCAL YEAR 2025
2 AMER SPORTS ANNUAL REPORT 2025
Dear Shareholders,
CEO LETTER TO SHAREHOLDERS
2025 was a remarkable year for Amer Sports and our teammates, partners, and shareholders. It gives me great pleasure to share with you some winning moments from the last 12 months, which was our first full year as a public company listed on the New York Stock Exchange.
Amer Sports Group delivered 27% growth in 2025, with broad-based strength across brand segments, regions, channels, and categories. Arc'teryx continued its very strong trajectory, Salomon Softgoods entered rapid growth mode, and Wilson Tennis 360 moved the needle in our Ball & Racquet segment.
We delivered meaningful adjusted operating margin expansion from 11.1% in 2024 to 12.8% in 2025. We also continued to reduce our leverage ratio, effective tax rate, and interest expense, leading to very strong free cash flow generation.
2025 HIGHLIGHTSArc'teryx: We continue to envision Arc'teryx as a truly global brand with significant runway in all major markets. In 2025, Arc'teryx delivered over 30% growth with strong trends across regions, channels, and categories. From a category perspective, Women's and Footwear emerged as breakout growth stories and
are expected to play a key role in the brand's growth in upcoming years. Footwear was a leading growth category for Arc'teryx in 2025, as consumers continue to respond positively to what we believe is the best line of technical performance footwear designed for mountain athletes. Women's also generated extremely
strong growth in 2025. We continue to enjoy rising brand awareness with women across regions, as we improve fit, style, color, function, and newness. Our Veilance sub-brand is still small, but grew double-digits in 2025, and we are very excited for the future of this unique brand.
Circularity and ReBIRD™ also continue to be at the heart of Arc'teryx. We opened 18 new ReBIRD™ centers in 2025, bringing the total to 43. Stores continue to be critical to how Arc'teryx engages with local consumers and communities. In 2025, we opened 24 net new stores, with nearly half in North America. Key new retail locations include the Rockefeller Center flagship store in New York City, and mountain town stores in Aspen, Park City, and Banff, just to name a few.
Salomon: 2025 was a breakout year for the 79-year-old Salomon brand, which grew 35% to more than
$2 billion of sales. The growth was driven by Salomon Softgoods, which entered rapid growth mode in 2025, with great momentum across regions and channels.
Strong growth in footwear and apparel continued to lead Salomon's transformation from its ski equipment
heritage. The Softgoods category now represents 71% of the Outdoor Performance segment, up from 54% in 2022. Footwear growth was led by Greater China and APAC, and we also experienced a clear growth inflection in Europe and North America led by our epicenter strategy. Our Sportstyle offering resonates strongly with younger and female consumers, and is critical to Salomon's position as the modern outdoor sneaker brand. The success of
our newest franchise, the XT-Whisper, is a great example of our evolution of our Sportstyle offering beyond the iconic XT-6. Performance lines also had strong success in 2025. We believe our new GRVL franchise is helping to unlock the run category for Salomon like never before, evidenced by the traction Salomon is gaining in the run specialty channel in North America and EMEA. Even in China, which has been a Sportstyle-centric market, we are seeing growing demand for Salomon Performance products. Salomon's role as a premium partner of the 2026 Milano Cortina Winter Olympic and Paralympic Games was also a great moment for the brand.
Wilson: The Ball & Racquet segment had solid growth in 2025, accelerating to +13%, driven by strong trends in Wilson Tennis 360, which continues to resonate strongly with consumers, from performance racquets to our apparel and footwear offering. Softgoods sales nearly doubled in 2025, with strong momentum across all regions. Softgoods represented 15% of Ball & Racquet sales for the year ended December 31, 2025. Wilson saw very strong trends in racquet sports, especially in performance racquets where Wilson continues to be the market leader. Launches in 2025 included the power
racquet Ultra v5 and the RF Classics collection. Baseball returned to growth driven by strong performance in
bats led by successful product launches in fall 2025. The inflatables category had a more challenging year due to difficult market conditions.
Winter Sports Equipment: Our market-leading winter sports franchises grew double digits in 2025.
The market remains healthy despite low snow in certain regions, and our brands continue to take market share globally. Bookings, participation, and enthusiasm for ski and snowboard are at record levels. In addition to strong market share in our core ski, boot, and binding franchises, we continue to see incremental growth opportunities in areas such as snowboarding and protective equipment. The recent Milano Cortina 2026 Winter Olympic and Paralympic Games were a big moment for Amer Sports Group, especially Salomon, who outfitted all 27,000 official staff and volunteers head to toe. Between Salomon, Arc'teryx, Peak Performance, Armada, and also Atomic - which is the most successful Alpine ski racing brand in history - our brands
sponsored approximately 250 athletes across the Olympic and Paralympic Games, winning an incredible 87 medals.
Improved capital structure: We further improved our leverage from 0.7x net-debt-to-adjusted EBITDA at 2024 year-end to 0.3x at year-end 2025.
Retail excellence: On a consolidated basis, direct-to-consumer (DTC) reached 49% of total revenues in 2025, up from 30% in 2022. We believe we have
a unique opportunity to continue shifting our business from wholesale to DTC over time, while driving higher operating profitability.
Sustainability: In 2025, Amer Sports advanced its group-wide Climate Program, with its net zero by 2050 targets validated by the Science Based Targets initiative, while maintaining an A- Climate rating in the CDP Corporate Questionnaire and achieving an A score in the CDP Supplier Engagement Assessment. We also strengthened our sustainability foundation through an updated
Double Materiality Assessment, a TNFD aligned nature assessment, and continued progress in circularity across brands through repair, resale, and product innovation.
LOOKING FORWARDWe believe Amer Sports is uniquely positioned within the global sports and outdoor space, and several factors give me confidence for 2026 and beyond:
First, we own a unique portfolio of premium, innovation-driven sports and outdoor brands.
Second, Arc'teryx is a breakout brand, with leading growth and profitability for the outdoor industry driven by its disruptive DTC model.
Salomon footwear has a compelling and unique brand position, but still only a small share of the global sneaker market.
Wilson and Winter Sports Equipment franchises already have leading market positions, and we believe they will deliver slower long-term growth - except for Wilson Softgoods, which has significant growth potential.
We have a strong, differentiated platform in Greater China, where we continue to deliver best-in-class performance across brands.
In closing, I would like to express my gratitude to our dedicated teammates around the world. Their hard work, creativity, and passion are instrumental in shaping Amer Sports and driving our vision of becoming the best sporting goods company in the world. I would also like to thank our shareholders, consumers, and business partners for their continued trust and support. Our success is a testament to your collective effort, and I am confident that our shared commitment to excellence will allow us to continue fulfilling our purpose of elevating the world through sport.
Sincerely,
James Zheng
CEO
About Us
Elevating the world through sport - from courts to slopes, from cities to mountains, and everywhere in between, we inspire people to explore and experience the joy of sports, and lead better, healthier lives.
Amer Sports is a global group of iconic sports and outdoor brands, united by a shared purpose of elevating the world through sport. Our brands are known for their
detailed craftsmanship, unwavering authenticity, premium market positioning, and compelling market shares in
their categories.
Our vision is to be the best sporting goods company in the world. We are determined to pursue growth
conscientiously, without compromising on sustainability.
By championing some of the world's most recognized and respected sports and outdoor brands, we aim to create longterm value and shape the future of sports.
We pride ourselves on cutting-edge innovation, technical performance, and ground-breaking designs that allow athletes and everyday consumers to perform better every day. Through partnerships with industry influencers and elite athletes, and in collaboration with the various communities we serve, we develop next-generation products that define
winning moments in sports. Our brands are creators of exceptional apparel, footwear, equipment, protective gear, and accessories that we believe give our consumers the confidence and comfort to excel.
BRAND SEGMENTSOur brands are our stars, constantly elevating the consumer experience and creating thriving communities. We empower our brands to pursue market-shaping leadership and set the standard for quality, performance, and brand experience globally. While our brands have established heritage and market leadership today, significant runway remains ahead.
We are excited about our future and the opportunity to drive growth in each of our three reportable segments: Technical Apparel, Outdoor Performance, and Ball & Racquet Sports. Our segments comprise our "brand clusters", which reflect both how our consumers engage with our products and how we manage our business. Each segment is led by one of our core brands: Arc'teryx, Salomon, and Wilson, respectively.
TECHNICAL APPAREL
OUTDOOR PERFORMANCE
Founded in 1989 in North Vancouver, British Columbia, Arc'teryx is an outdoor apparel brand built on the principle of obsessive, precise design and construction. Arc'teryx gear pushes the boundaries of performance and enables adventurers to excel in their outdoor pursuits. The products are known for their minimalist design, sleek and streamlined aesthetic, highest-quality craftsmanship with special construction and durability
to withstand the rigors of extreme outdoor adventures. Arc'teryx has been shaped by the Canadian Coast Mountains where its headquarters are located, a remote area with challenging terrain that provides the perfect environment for the brand to test products in real-world conditions.
Born in the Swedish mountain resort of Åre out of a love for skiing, Peak Performance designs outerwear and apparel with one purpose: to bring the freeride spirit to the world. The
products are designed with style at the forefront and technicality at the core, to empower the adventurous and equip them to follow their own line.
Born in the French Alps in 1947, Salomon is the modern mountain sports lifestyle brand. Salomon creates premium footwear, apparel, gear, and winter sports equipment that focuses on superior design and function.
The brand's success in winter sports propelled it to diversify into other outdoor sports, namely trail running, road running, and hiking. Today, Salomon is one of the global leading trail running brands with athlete success at all levels of the sport.
Their footwear is widely recognized for its durability, functionality, and performance. Salomon's products are conceived by highly experienced and expert engineers, designers, and athletes in its Annecy Design Center in France.
Founded in 2002, Armada is a design obsessed, athlete-focused ski brand. Taking inspiration from skateboarding, surfing, and snowboarding, Armada brings a creative, imaginative spirit that turned a community rooted in alpine racing upside down. Armada was founded with a simple goal: build the products and create the culture that embody what skiing will become.
Founded in 1955 in the heart of the Austrian Alps, Atomic is one of the largest ski brands in the world
by revenue. The brand designs and produces skis used by some of the top competitors in the world across every discipline. From World-Cup racing to the X-Games, Nordic to ski mountaineering to the most
demanding backcountry adventures, skiers like Mikaela Shiffrin, Hermann Maier, and Chris Benchetler have achieved outstanding victories with Atomic products. In turn, these
and many other elite skiers provide feedback from the highest levels of competition and performance to help guide research and development
and innovation at Atomic. Through its passion for skiing, with leading
quality and technological innovations, the brand drives the sport of
skiing forward.
BALL & RACQUET SPORTS
Founded in 1914 in Chicago, Illinois, Wilson is a leading manufacturer of high-performance sports equipment, apparel, footwear, and accessories, with more than a century of innovation, history, and heritage in racquet sports, baseball, softball, football, basketball, volleyball, soccer, and golf. Wilson has a legacy as the top-of-the-line sports equipment and is associated with legendary athletes, including Roger Federer and Caitlin Clark, among others. In addition, professional sports leagues, including the NBA, WNBA, NFL, and two Grand Slam Tennis Championships, as well as NCAA March Madness, use Wilson products for competitions. Wilson has partnered with the NFL for more than 80 years, the NCAA for more than 20 years,
and the US Open for more than 45 years. Wilson leverages player insights to create products that push equipment and apparel innovation into new territories, empowering athletes at every level to perform at their best.
For nearly 150 years, Louisville Slugger has been an industry staple as the most iconic brand in bats. The commitment to craftsmanship and innovation is evidenced by the cutting-edge designs in wood, alloy, and composite baseball and softball bats. Like countless Hall
of Famers before them, today's biggest stars - including former MVPs, All-Stars, and World Series champions
- turn to Louisville Slugger when the game is on the line.
Founded in 1989, DeMarini has grown to become a dominant force in baseball, fastpitch, and slowpitch
bats. Rooted in the insane dedication to performance mantra coined by founder Ray DeMarini, the brand has been pushing the limits of innovation for more than three decades.
Founded in 2006, EvoShield offers custom-fitting protective gear, designed around groundbreaking Gel-to-Shell® Technology that helps keep baseball, softball, football, and lacrosse players on the field all season long. From custom uniforms to practice and fan gear, the brand's growing apparel line is built for
ballplayers and helps teams rep their look all year, on and off the field.
As the Official Training Equipment Supplier of Major League Baseball, ATEC helps baseball and softball coaches everywhere elevate their training and maximize the time they get with their players. Founded in 1971 in Nevada, ATEC offers a full line of training machines, tees, balls, and more - everything coaches need to take practice to the next level.
Overview of Global Operations
We have operations in 40 countries around the world1. This includes corporate offices, brand offices, sales offices, sourcing offices,
as well as distribution centers and owned manufacturing sites.
40
Countries where we have operations
100+
Countries where our products are sold
~15,400
Employees globally
703
Owned retail stores globally2
1 The map is an indication of our global footprint as of December 31, 2025.
2 Including both brand stores and factory outlets.
8 AMER SPORTS ANNUAL REPORT 2025
FINANCIAL HIGHLIGHTS
Revenue 2025
$6.566
Billion
Revenue CAGR 2022-2025
~23%
Adj. EBITDA Margin1
17.5%
2025 REVENUE BY SEGMENT
All values in MUSD2
20%
2025 REVENUE BY CHANNEL
2025 REVENUE BY GEOGRAPHY
12%
Group
6,566
43%
49%
Total
6,566
51%
28%
Total
6,566
32%
37%
28%
Technical Apparel 2,856 Outdoor Performance 2,404 Ball & Racquet 1,307
Wholesale 3,358
DTC 3,209
Americas 2,126
Greater China 1,862
EMEA 1,806
APAC 773
TECHNICAL APPAREL 2022-2025 REVENUE
All values in MUSD
~37% CAGR
1,108
2,856
OUTDOOR PERFORMANCE 2022-2025 REVENUE
~19% CAGR 2,404
1,422
BALL&RACQUET
2022-2025 REVENUE
~8% CAGR
1,041
1,307
2022 2023 2024 2025 2022 2023 2024 2025 2022 2023 2024 2025
1 Non-IFRS metric. See reconciliation to the nearest IFRS metric in our Annual Report on Form 20-F.
2 The presented figures are subject to rounding adjustments, which may cause discrepancies between the sum of the individual figures and the presented aggregated totals.
9 AMER SPORTS ANNUAL REPORT 2025
Board of Directors
LEFT TO RIGHT:
Jie (James) Zheng
Chief Executive Officer and Director
Carrie Teffner
Director
Tak Yan (Dennis) Tao
Director (standing)
Shizhong Ding Chair of the Board (seated)
Wei Lin
Director
Catherine (Trina) Spear
Director
Dennis J. (Chip) Wilson
Director
Bruno Sälzer
Lead Independent Director
Frank K. Tang
Director
NOT PICTURED:
Mingwei Bi
Director
Kin Wah Stephen Yiu
Director
10 AMER SPORTS ANNUAL REPORT 2025
Executive Management
The Executive Committee is responsible for the executive management of Amer Sports and for leading the company's operations.
THE EXECUTIVE COMMITTEE MEMBERS ARE:Jie (James) Zheng
Chief Executive Officer
Guillaume Meyzenq
President and CEO Salomon
Jutta Karlsson
Group General Counsel
Andrew Page
Chief Financial Officer
Carrie Ask
President and CEO Wilson
Wilhelm Kerl
Chief Supply Chain Officer
Stuart Haselden
CEO Arc'teryx
Wen-Chang (Victor) Chen
Chief Strategy Officer
Sebastian Lund
Group Chief HR Officer
The Executive Committee composition as of March 1, 2026.
The Global Leadership Team consists of the members of the Executive Committee, brand CEOs, and key function heads, and is responsible for the operations and management of brands and functions according to Executive Committee guidance. Each Global Leadership Team member reports to a member of the Executive Committee.
IN ADDITION TO THE MEMBERS OF THE EXECUTIVE COMMITTEE, THE GLOBAL LEADERSHIP TEAM INCLUDES:Päivi Antola
Senior Vice President, Group Communications
Cynthia Lee
General Manager, APAC
Donghai Chen
Group Chief Digital Officer
Jeffery Ma
President, Greater China
Anne Larilahti
Senior Vice President, Group Sustainability
Wolfgang Mayrhofer
President,
Atomic and Armada
Omar Saad
Senior Vice President, Group Investor Relations and Capital Markets
Stefano Saccone
President,
Peak Performance
UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 20-F(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
Commission File Number: 001-41943
Amer Sports, Inc.(Exact name of registrant as specified in its charter)
N/A
(Translation of Registrant's name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
Cricket Square, Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111 Cayman Islands
Tel +1 345 945 3901
(Address of principal executive offices)
Andrew E. Page
Chief Financial Officer, Interim President & CEO of Wilson 149 Fifth Avenue, 9th Floor
New York, NY 10010 Tel: +1 646 930-3600
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol(s) Name of each exchange on which registered
Ordinary shares, par value EUR 0.0300580119630888 per share
AS New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.
Title of each class Number of shares outstanding
Ordinary shares, par value EUR 0.0300580119630888 per share 557,667,387
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ⌧ No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ⌧ No
Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ⌧ Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definition of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ⌧ Accelerated Filer Non-Accelerated Filer Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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.
† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ⌧
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP International Financial Reporting Standards as issued by the International Accounting Standards Board ⌧ Other
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ⌧ No
TABLE OF CONTENTS
Page
Presentation of Financial and Other Information 1
Cautionary Statement Regarding Forward-Looking Statements 2
PART I 4
Item 1. Identity of Directors, Senior Management and Advisers 4
Item 2. Offer Statistics and Expected Timetable 4
Item 3. Key Information 4
Item 4. Information on the Company 50
Item 4A. Unresolved Staff Comments 75
Item 5. Operating and Financial Review and Prospects 76
Item 6. Directors, Senior Management and Employees 106
Item 7. Major Shareholders and Related Party Transactions 116
Item 8. Financial Information 122
Item 9. The Offer and Listing 122
Item 10. Additional Information 124
Item 11. Quantitative and Qualitative Disclosures About Market Risk 142
Item 12. Description of Securities Other than Equity Securities 142
PART II 143
Item 13. Defaults, Dividend Arrearages and Delinquencies 143
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 143
Item 15. Controls and Procedures 143
Item 16. Reserved 145
Item 16A. Audit Committee Financial Expert 145
Item 16B. Code of Ethics 145
Item 16C. Principal Accountant Fees and Services 145
Item 16D. Exemptions from the Listing Standards for Audit Committees 146
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 146
Item 16F. Change in Registrant's Certifying Accountant 146
Item 16G. Corporate Governance 146
Item 16H. Mine Safety Disclosure 147
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 147
Item 16J. Insider Trading Policies 147
Item 16K. Cybersecurity 148
PART III 150
Item 17. Financial Statements 150
Item 18. Financial Statements 150
Item 19. Exhibits 150
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Certain Definitions
Unless otherwise indicated or the context otherwise requires, all references in this Annual Report to "Amer Sports, Inc.," the "Company," "we," "our," "ours," "us" or similar terms refer to Amer Sports, Inc., together with its subsidiaries. All references to "U.S. dollars," "USD," "dollars" or "$" are to the U.S. dollar, all references to "EUR" or "€" are to the euro and all references to "CNY" are to the Chinese yuan. Unless otherwise indicated or the context otherwise requires, all references to "Americas" refers to the United States, Canada, and certain countries in Latin America, "EMEA" refers to Europe, the Middle East and Africa, "Greater China" refers to Mainland China, Hong Kong, Macau and Taiwan and "Asia Pacific" excludes Greater China.
Financial Statements
The consolidated financial statements included in this Annual Report have been prepared and presented in accordance with IFRS Accounting Standards ("IFRS"), as issued by the International Accounting Standards Board.
Our fiscal year ends on December 31st of each year.
Rounding
We have made rounding adjustments to some of the figures included in this Annual Report. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them. With respect to financial information set out in this Annual Report, a dash ("-") signifies that the relevant figure is not available or not applicable, while a zero ("0.0") signifies that the relevant figure is available but is or has been rounded to zero.
Trademarks and Trade Names
We own various trademark registrations and applications, and unregistered trademarks, including Arc'teryx, Salomon, Wilson, Peak Performance, Atomic, Armada, Louisville Slugger, DeMarini, EvoShield and ATEC, among others, and our other registered and common law trade names, trademarks and service marks, including our corporate logo. Solely for convenience, some of the trademarks, service marks and trade names referred to in this Annual Report are listed without the ® and ™ symbols, but we will assert, to the fullest extent under applicable law, rights to such trademarks, service marks and trade names.
Market and Industry Data
Market data and certain industry forecast data used in this Annual Report were obtained from internal reports, where appropriate, as well as third-party sources, including independent industry publications, as well as other publicly available information. Data regarding the industries in which we compete and our market position and market share within these industries are inherently imprecise and are subject to significant business, economic and competitive uncertainties beyond our control, but we believe they generally indicate size, position and market share. In addition, assumptions and estimates of our and our industries' future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause our future performance to differ materially from our assumptions and estimates. As a result, you should be aware that market, ranking and other similar industry data included in this Annual Report, and estimates and beliefs based on that data, may not be reliable. See "Cautionary Statement Regarding Forward-Looking Statements."
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report contains statements that constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Many of the forward-looking statements contained herein can be identified by the use of forward-looking words such as "anticipate," "believe," "may," "will," "expect," "could," "target," "predict," "should," "plan," "intend," "estimate" and "potential," and similar expressions.
Forward-looking statements appear in a number of places herein and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management's beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified under the section titled "Item 3. Key Information-D. Risk Factors" in this Annual Report. These risks and uncertainties include factors relating to, but are not limited to:
the strength of our brands;
changes in market trends and consumer preferences;
intense competition that our products, services and experiences face;
harm to our reputation that could adversely impact our ability to attract and retain consumers and wholesale partners, employees, brand ambassadors, partners, and other stakeholders;
reliance on technical innovation and high-quality products;
general economic and business conditions worldwide, including due to inflationary pressures;
the strength of our relationships with and the financial condition of our third-party suppliers, manufacturers, wholesale partners and consumers;
ability to expand our direct-to-consumer ("DTC") channel, including the expansion and success of our retail stores and e-commerce platforms;
our plans to innovate, expand our product offerings and successfully implement our growth strategies that may not be successful, and implementation of these plans that may divert our operational, managerial and administrative resources;
our international operations, including any related to political uncertainty and geopolitical tensions;
changes in trade policies, including tariffs and other trade restrictions;
our and our wholesale partners' ability to accurately forecast demand for our products and our ability to manage manufacturing decisions;
our third-party suppliers, manufacturers and other partners, including their financial stability and our ability to find suitable partners to implement our growth strategy;
the cost of raw materials and our reliance on third-party manufacturers;
our distribution system and ability to deliver our brands' products to our wholesale partners and consumers;
climate change and sustainability-related matters, or legal, regulatory or market responses thereto;
current and further changes to trade policies, tariffs, import/export regulations and anti-competition regulations in the United States, European Union ("EU"), People's Republic of China ("PRC") and other jurisdictions, or our failure to comply with such regulations;
the use and reliance on artificial intelligence can potentially cause intellectual property rights issues, security vulnerabilities, harm our business reputation, negatively impact our operations and impact our financial results;
ability to obtain approvals from PRC authorities to remain listed on the U.S. exchanges and offer securities in the future;
ability to obtain, maintain, protect and enforce our intellectual property rights in our brands, designs, technologies and proprietary information and processes;
ability to defend against claims of intellectual property infringement, misappropriation, dilution or other violations made by third parties against us;
security breaches or other disruptions to our information technology ("IT") systems;
our reliance on a large number of complex IT systems;
changes in government regulation and tax matters;
our ability to remediate our material weakness in our internal control over financial reporting;
our relationship with ANTA Sports Products Limited ("ANTA Sports");
our expectations regarding the time during which we will be a foreign private issuer; and
other risk factors discussed under "Item 3. Key Information-D. Risk Factors."
Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of an unanticipated event.
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
[Reserved]
Capitalization and Indebtedness
Not applicable.
Reason for the Offer and Use of Proceeds
Not applicable.
Risk Factors
In addition to the other information contained in this Annual Report and in other documents we file with or furnish to the SEC, the following risk factors, as well as additional factors not presently known to us or that we currently deem to be immaterial, should be considered in evaluating our business. Our business, financial condition, or results of operations could be materially adversely affected as a result of any of these risks.
Summary of Risk Factors
The following is a summary of the material risk factors associated with an investment in our ordinary shares, which are more fully described below:
Risks Related to Our Business and Industry
Brand resilience and reputation
Consumer preferences and trends
Competition and innovation
Economic, political and industry trends
Business strategy
Association of our business with the PRC
Risks Related to Our Distribution Network and Suppliers
Operations of suppliers and third-party manufacturers
Supply chain and distribution
Key employees
Climate change and sustainability
Political uncertainty
Risks Related to Litigation and Regulation
Trade policies, tariffs, import/export regulations
Anti-corruption regulations
Litigation, including product liability
Employee conduct
PRC regulation
Risks Related to Our Intellectual Property and Information Technology
Protection of intellectual property and litigation
Licensing of intellectual property
Information technology security, laws and systems
Cyberattacks and personal information
Risks Related to Financial, Accounting and Tax Matters
Additional investments of our resources
Financial reporting and internal controls
Foreign currency exchange rates
Taxes
Risks Related to Our Relationship with ANTA Sports
Performance of contractual obligations
Conflicts of interest
Risks Related to Our Ordinary Shares
Price volatility
Foreign private issuer status
Regulatory burdens on public companies
Cayman corporate law
Risks Related to Our Business and Industry
Our business depends on the strength of our brands, and if we are not able to maintain and enhance our brands, our reputation and results of operations may be adversely affected.
Our iconic sports and outdoor brands, including Arc'teryx, Salomon, Wilson, Atomic and Peak Performance, are integral to our business and to the implementation of our strategies for expanding our business. We believe that the brand images we have cultivated have significantly contributed to the success of our business and are critical to maintaining and expanding our consumer base. Maintaining and enhancing our premium brands may require us to make substantial investments in areas such as product design, intellectual property, operations, marketing, supply chain (including raw materials, manufacturing and distribution), sustainability, community relations, employee training and our DTC and wholesale distribution channels, including investments in additional distribution partnerships, the opening of new owned retail stores and new owned e-commerce websites, the inclusion of products on third-party e-commerce platforms, and other ecommerce projects, and these investments may not be successful.
We anticipate that, as our business continues to expand into new markets and new product categories, maintaining and enhancing our brands may become difficult and require expending significant resources. If these or similar efforts in the future are not successful, our brands may be adversely impacted. Even if such efforts are commercially successful, they may dilute our image in our brands' respective core markets, including apparel, footwear, sports equipment, protective gear and accessories, and if one or more of our brands underperforms expectations, that could negatively impact our multi-branded strategy. In addition, our brands may be adversely affected if our public image or reputation is tarnished by negative publicity. Our brands currently have significant autonomy within the structure of the Company with respect to the implementation of their strategic goals. Decision-makers at our respective brands could take actions that harm our overall reputation or lead to the loss of goodwill by wholesale partners and consumers. Likewise, the reputation of our brands could be damaged by adverse publicity regarding Amer Sports and if decision-makers of Amer Sports take actions that would be viewed negatively by our wholesale partners, consumers or the general public. Furthermore, our exposure to social media platforms may accelerate and aggravate such negative publicity. In addition, ineffective marketing, product diversion to unauthorized distribution channels, product defects, counterfeit products and failure or legal limitations to obtain, maintain, protect and enforce the intellectual property rights in our brands may threaten the strength of our brands, and those and other factors could diminish consumer confidence in us. Similarly, if we are not able to meet the consumers' increasing sustainability expectations, it may impact our brands' images and results of operations. Maintaining and enhancing our brands will depend largely on our ability to remain a leader in premium performance in the sports and outdoor industry and to continue to offer a range of high-quality products to our consumers, which we may not execute successfully. Any of these factors could harm our business, reputation, prospects, financial condition or operating results.
Changes in market trends and consumer preferences could adversely affect our financial results.
We are a consumer products company, and the relative popularity of various sports and outdoor activities and changing design trends affect the demand for our products. Consumer preferences and, as a result, the popularity of particular designs and categories of apparel, footwear and accessories, generally change over time. Similarly, consumer preferences may also change as they relate to sporting equipment and protective gear, as interest in certain sports and outdoor activities may wane over time. Our success depends in part on our ability to promptly anticipate, understand and respond to changing apparel, footwear, sports equipment, protective gear and accessories trends, popularity in sports or outdoor activities and consumer preferences in a timely manner. Our efforts to maintain and improve our competitive position by monitoring and timely and appropriately responding to changes in consumer preferences, increasing brand awareness and enhancing the style, comfort, performance and/or perceived value of our products may not be successful. If we are unable to maintain or enhance the images of our brands or if we are unable to timely and appropriately respond to new competition, changing consumer preferences and evolving trends and interests (including due to product lead times which make it difficult to rapidly shift sourcing and manufacturing to align with such changes), consumers may consider our brands' images to be outdated and associate our brands with styles and activities that are no longer popular, which would decrease demand for our products. In addition, we market our products globally through a diverse spectrum of advertising and promotional programs and campaigns, including social media, mobile applications and online advertising. If we do not successfully market our products or if advertising and promotional costs increase, these factors could have an adverse effect on our business. Such failures could result in loss of market share, reduced sales, excess inventory, trade name impairments, lower gross margin and other adverse impacts on our results of operations.
Our products, services and experiences face intense competition.
The sports and outdoor industry is highly competitive and fragmented both in the United States and worldwide. We compete internationally with a significant number of athletic and leisure apparel and footwear companies and sports equipment companies, including both private labels and large companies that have diversified lines of athletic and leisure apparel, footwear, sports equipment, protective gear and accessories, some of which have more resources or broader product lines. We also compete with other companies for the production capacity of third-party manufacturers that produce certain of our products. In addition, we and our third-party manufacturers compete with other companies and industries for raw materials used in our products. Our DTC brand platforms, both through our e-commerce operations and owned retail stores, also compete with multi-brand retailers, which sell our products through their digital platforms and physical stores. Furthermore, we believe that our wholesale partners face intense competition from other department stores, sporting goods stores, retail specialty stores, and online retailers, among others, which could negatively impact the financial stability of their businesses and their ability to conduct business with us.
Brand image and recognition, product offerings and quality, marketing expenditures (including expenditures for advertising and endorsements), innovation and design, sustainability, distribution, pricing, costs of production, customer service, ecommerce platforms, digital services and experiences and social media presence are areas of intense competition. These, in addition to ongoing rapid changes in technology, a reduction in barriers to the creation of new apparel and footwear companies and consumer preferences in the markets for apparel, footwear, sports equipment, protective gear and accessories constitute significant risk factors in our operations. In addition, the competitive nature of retail, including shifts in the ways in which consumers shop, and the continued proliferation of e-commerce, constitutes a risk factor impacting our DTC and wholesale operations. Some of our competitors have significant competitive advantages, including longer operating histories, larger and broader consumer bases, more established relationships with a broader set of suppliers, greater brand recognition, and greater financial, research and development, store development, marketing, distribution, and other resources than we do. If we do not adequately and timely anticipate and respond to our competition, our costs may increase, demand for our products may decline, possibly significantly, or we may need to reduce wholesale or suggested retail prices for our products.
Failure to continue to obtain or retain high-quality brand partners and ambassadors of our products could harm our business.
We establish relationships with professional and collegiate sports organizations, athletes, influencers and other brand ambassadors to develop, evaluate and promote our products, as well as establish product authenticity with consumers. However, as competition in the sports and outdoor industry has increased, the costs associated with establishing and retaining such sponsorships, partnerships and other relationships also have increased. If we are unable to maintain our current associations with such organizations or our brand ambassadors or to do so at a reasonable cost, we could lose the high visibility or on-field authenticity associated with our products, and we may be required to modify and substantially increase our marketing investments. Additionally, certain of our agreements with such organizations are subject to renewal in the near term, and there is no assurance we will renew such agreements on the same terms or at all. As a result, our brands, revenue, expenses and profitability could be harmed.
Furthermore, if certain brand ambassadors were to stop using our products contrary to their endorsement agreements, our business could be adversely affected. Additionally, actions taken or statements made by athletes, teams or leagues, or other brand ambassadors, associated with our products or brand or societal perceptions of our brand ambassadors that harm the reputations of those brand ambassadors as a result of geopolitical tensions or other interests, could also seriously harm our brand image with consumers and, as a result, could have an adverse effect on our sales and financial condition. In addition, poor or non-performance by our brand ambassadors, a failure to continue to correctly identify promising athletes, public figures or sports organizations to use and endorse our products and brand, or a failure to enter into cost-effective endorsement arrangements with prominent athletes, public figures and sports organizations could adversely affect our brand, sales and profitability.
Harm to our reputation could adversely impact our ability to attract and retain consumers and wholesale partners, employees, brand ambassadors, partners, and other stakeholders.
Negative publicity or perceptions involving us and our brands, products, vendors, brand ambassadors, principal shareholders or marketing and other partners, or failure to detect, prevent, mitigate or address issues giving rise to reputational risk could adversely impact our reputation, business, results of operations and financial condition, and may adversely impact our ability to attract and retain employees, brand ambassadors, consumers and wholesale partners, sponsorships, partnerships, relationships with professional and collegiate sports leagues and other stakeholders. Issues that might pose a reputational risk include:
product liability, product recalls, and product boycotts including due to failure to obtain any applicable professional organization or safety or performance certifications;
product sponsorship and brand ambassador relationships, including those with athletes and celebrity brand ambassadors, professional and collegiate sports leagues, influencers or group affiliations;
public stances on controversial social or political issues;
our handling of issues relating to sustainability matters, including the transparency of setting or our progress toward sustainability expectations, goals and initiatives;
perceptions of our or our affiliates' supply chain and sourcing practices, including due to geopolitical tensions;
perceptions of our principal shareholders;
our social media activity;
failure of our cybersecurity measures to protect against data breaches;
failure to comply with applicable laws, sanctions, trade or other regulations;
issues with management or other key personnel, as well as labor issues; and
any of the other risks enumerated in these risk factors.
Furthermore, the prevalence of social media and a constant, on-demand news cycle may accelerate and in the short-term increase the potential scope of any negative publicity we or others might receive and could increase the negative impact of these issues on our reputation, business, results of operations, and financial condition.
We rely on technical innovation and high-quality products to compete in the market for our products.
Technical innovation and quality management in the design and manufacturing processes of apparel, footwear, sports equipment, protective gear and accessories are essential to the commercial success of our products and development of new products. We must continue to invest in research and development in connection with the innovation and design of our products in order to attract and retain consumers. As part of this, we seek to recruit and retain employees with talent and expertise who can support our efforts. If we are unable to anticipate consumer preferences or industry changes, or if we are unable to introduce new products or modify our existing products on a timely basis, we may lose wholesale partners and consumers or become subject to greater pricing pressures. Furthermore, if our competitors are more successful than we are at using emerging and new technologies, such as artificial intelligence, machine learning, and similar tools (collectively, "AI"), to shorten product development cycles or improve product designs or demand forecasting, we may be negatively impacted. Our operating results would also suffer if our innovations and designs do not respond to the needs and demands of our wholesale partners and consumers, are not appropriately timed with market opportunities or are not effectively brought to market. Any failure on our part to innovate and design new products or modify existing products may harm our brand image and consumer demand for our products could decline and could result in a decrease in our revenue and an increase in our inventory levels.
In addition, we believe our wholesale partners and consumers view many of our products as premium quality. If we experience problems with the quality of our products, we may incur substantial expense to remedy the problems along with a loss of consumer confidence and loyalty, and consumers may also be unwilling to pay premium prices for such products. Additionally, if the quality of certain of our brands and/or certain of our brands' products does not meet expectations, that could negatively impact consumer views about our other brands and/or such brands' products as well. Any of these factors could negatively impact our business, results of operations and financial condition.
Economic uncertainty in our key markets may affect consumer purchases of discretionary items, which may adversely affect demand for our products.
Our products may be considered discretionary items for consumers. Factors affecting the level of consumer spending for such discretionary items include general economic conditions and other factors such as consumer confidence in future economic conditions, fears of recession and trade wars, political turmoil, the availability and cost of consumer credit, higher consumer debt levels, levels of unemployment, inflationary pressures, lower corporate earnings and fluctuating interest, foreign currency exchange rates and tax rates.
The uncertain state of the global economy continues to impact businesses around the world, most acutely in emerging markets and developing economies. As global economic conditions continue to be volatile or economic uncertainty remains, including in light of the unrest and political upheaval in Venezuela, as well as the conflicts in Ukraine and the Middle East, and with increasing inflation, trends in consumer discretionary spending also remain unpredictable and subject to reductions as a result of significant increases in employment, financial market instability, and uncertainties about the future. Unfavorable economic conditions may lead consumers to delay or reduce purchases of our products. Consumer demand for our products may decline as a result of store closures, an economic downturn, or economic uncertainty in our key markets, particularly in North America, Europe, Greater China and Asia Pacific, which in turn may result in reduced orders from wholesale partners and consumers for our products, order cancellations, lower revenue, higher discounts, increased inventories and lower gross margins. Our sensitivity to economic cycles and any related fluctuation in consumer demand may have a material adverse effect on our business, results of operations, and financial condition.
Inflationary pressures have and may continue to hamper our business.
Inflationary pressures have and may continue to impact our business. These inflationary pressures may increase our costs, such as the cost of raw materials, operational expenses and costs of labor. These increases could negatively impact our profitability and make it harder to operate our business and maintain current profit margins.
Our financial success may be impacted by the strength of our relationships with our wholesale partners.
Our financial success is partially dependent on our wholesale partners continuing to carry our products and the success of these partners. A substantial amount of our sales are made through our wholesale partners, either directly or indirectly, who may decide to emphasize products from our competitors, to redeploy their retail floor space to other product categories, or to take other actions that reduce or discontinue their purchases of our products. Although we believe that our business relationships with our wholesale partners are positive, we cannot assure you that these business relationships will continue to generate satisfactory sales in the future. If any of our major wholesale partners fail to remain committed to our products or brands, then these partners may reduce or discontinue purchases from us, which could adversely impact our business.
If we face supply chain difficulties or other delays in our manufacturing and distribution channels and if we cannot fill our wholesale partners' orders in a timely manner, the sales of our products and our relationships with those partners may suffer, and this could have a material adverse effect on our ability to grow our product lines and our results of operations. Many of our wholesale partners also compete with each other, and if they perceive that we are offering their competitors better pricing and support, they may reduce or discontinue purchases of our products. In addition, we compete directly with our wholesale partners by selling our products to consumers through our DTC channel. If our wholesale partners believe that our DTC channel diverts sales from their stores, this may weaken our relationships with our partners and cause them to reduce or discontinue purchases of our products. In addition, if we fail to accurately identify the needs of our partners, our partners fail to accept new products or product line expansions or attribute premium value to our new or existing products or product line expansions relative to competing products or if we fail to obtain shelf space from our wholesale partners (whether by our competitors introducing new products or otherwise), our sales, business, results of operations and financial condition may be adversely impacted.
We may be adversely affected by the financial health of our wholesale partners and consumers.
We generally do not have long-term contracts with our wholesale partners, and sales to our wholesale partners are generally on a per-purchase basis. To assist in the scheduling of production and the shipping of our products, we offer the majority of our wholesale partners the opportunity to place orders several months ahead of delivery under our pre-order program. Sales to our wholesale partners are generally on an order-by-order basis and these advance orders may be canceled under certain conditions, and the risk of cancellation may increase when dealing with financially unstable retailers or retailers struggling with economic uncertainty. We also extend credit to our wholesale partners based on an assessment of such retailer's financial condition, generally without requiring collateral. We do not have significant concentration among our wholesale partners as of December 31, 2025. No single customer accounted for more than 10% of total accounts receivable and our 20 largest wholesale partners accounted for 32% of total accounts receivable. Some of our retailers have in the past, and may in the future, experience financial difficulties, including bankruptcies, which have had and could have an adverse effect on our sales, our ability to collect on receivables and our financial condition.
In addition, we and our wholesale partners could face risks from a decline in the overall level of consumer retail spending, and a weak retail environment could impact consumer traffic in the stores of our wholesale partners and also adversely affect our revenue. Moreover, traditional brick-and-mortar retail channels have experienced low growth or declines in recent years and recent trends have increased permanent and temporary store closures. Recent years have also seen shifts in consumer preferences and purchasing practices, which may increase the difficulty for us to retain and grow our consumer base through our wholesale partners. If and when the retail economy weakens or as consumer behavior shifts, retailers may be more cautious with orders. A slowing or changing economy in our key markets could adversely affect the financial health of our wholesale partners, which in turn could have an adverse effect on our results of operations and financial condition. In addition, product sales are dependent in part on high-quality merchandising and an appealing retail environment to attract consumers, which requires continuing investments by retailers. Retailers that experience financial difficulties may fail to make such investments or delay them, resulting in lower sales and orders for our products. These and other risks could adversely affect our business, results of operations and financial condition.
Our growth strategy involves the continued expansion of our DTC channel, including our owned retail stores and e-commerce platforms, which may present risks and challenges.
Our business involves distributing products on a wholesale basis for resale through our wholesale partners and also includes a multi-channel experience, including owned retail stores (which we define as stores which are operated by the Company, not inclusive of stores operated by our wholesale partners), which we operate in over 20 countries, and ecommerce websites that are owned and operated by us. Growing our e-commerce platforms and the number of physical stores we operate is essential to our growth strategy, as is innovating and expanding our product offerings available through these channels. Sales in our DTC channel continue to grow, which may expose us to other risks, including those relating to continuing to grow brand awareness. This strategy has, and will continue to require significant investment in cross-functional operations and management focus, along with investment in supporting technologies and retail store spaces. If we are unable to provide a convenient and consistent experience for our consumers, our ability to compete and our results of operations could be adversely affected. In addition, if our e-commerce platform design does not appeal to our consumers, function reliably and conveniently, or maintain the privacy and security of consumer data, or if we are unable to consistently meet our brand promise to our consumers, we may experience a loss of consumer confidence or sales, including as a result of losing repeat consumers, or be exposed to fraudulent purchases, cyberattacks or other issues which could adversely affect our reputation and results of operations. Our growth in the DTC channel may create more inventory risk for us and also negatively impact our relationships with existing wholesale partners.
As of December 31, 2025, we operate our e-commerce digital platforms in approximately 25 countries, where we generally also operate through our wholesale channel, and we are planning to expand our e-commerce platform to other geographies. Existing and additional countries may impose different and evolving laws governing the operation and marketing of ecommerce websites, as well as the collection, storage and use of information on consumers interacting with those websites. We may incur additional costs and operational challenges in complying with these laws, and differences in these laws may cause us to operate our businesses differently in different territories. If so, we may incur additional costs and may not realize benefits from our investment in our international expansion. We are also exposed to the risk of fraudulent domains or websites pretending to sell our products, when they are in reality phishing websites or imitator domains, and we might be unable to stop those websites from operating in due time, or permanently due to regulatory or factual constraints.
Our revenues depend in part on the success of our retail stores, including related to volume of traffic to our stores and the availability of suitable lease space.
A portion of our revenues are DTC sales through stores operated by our brands. In order to generate consumer traffic, we locate many of our stores in prominent locations generally within successful retail shopping centers or in fashionable shopping districts. Our stores benefit from the ability of the retail center and other attractions in an area to generate consumer traffic in the vicinity of our stores. Part of our future growth is significantly dependent on our ability to operate stores in desirable locations with capital investment and lease costs providing the opportunity to earn a reasonable return. We cannot control the development of new shopping centers or districts; the availability or cost of appropriate locations within existing or new shopping centers or districts; competition with other retailers for prominent locations; or the success of individual shopping centers or districts. As we seek to expand the number of our brands' retail stores, we may spend significant time and resources exploring locations that are not suitable or that we are unable to secure, whether due to financing, political constraints, or other factors. We may be unable to successfully open new store locations in existing or new geographies in a timely manner, if at all, which could harm our results of operations. Existing store locations may also become unsuitable due to, and our sales volume, consumer traffic and profitability generally may be harmed by, among other things: economic downturns in a particular area, competition from nearby retailers, changing consumer demographics in a particular market, changing lifestyle choices of consumers in a particular market, and the closing or decline in popularity of other businesses located near our stores. Changes in areas around our store locations that result in reductions in consumer foot traffic or otherwise render the locations unsuitable could cause our sales, business and results of operations to be less than expected. Further, if we are unable to renew or replace our existing store leases or enter into leases for new stores on favorable terms, or if we violate the terms of our current leases, our growth and profitability could be harmed.
Additionally, as we grow our retail store footprint, there is a risk that we will increase sales in retail stores at the expense of our wholesale business and/or our e-commerce DTC sales. All of these factors may impact our ability to meet our growth targets and could have a material adverse effect on our financial condition or results of operations.
We face risks associated with the acquisition and divestiture of businesses.
We have expanded our products and markets in part through strategic acquisitions, joint ventures and equity investments and may continue to do so in the future, depending on our ability to identify and successfully pursue suitable candidates and partners.
Acquisitions involve numerous risks, including risks inherent in entering new markets in which we may not have prior experience; potential loss of significant customers or key personnel of the acquired business; not obtaining the expected benefits of the acquisition on a timely basis or at all; managing operations in new geographies; and potential diversion of management's attention from other aspects of our business operations. Acquisitions may also cause us to incur debt or result in dilutive issuances of our equity securities, write-offs of goodwill and substantial amortization expenses associated with other intangible assets. We may not be able to obtain financing for future acquisitions on favorable terms, making any such acquisitions more expensive. Any such financing may have terms that restrict our operations. We may not be able to successfully integrate the operations of any acquired businesses into our operations and achieve the expected benefits of any acquisitions, and certain acquisitions or divestitures may not have the desired effect of enhancing the status of our portfolio of brands. Our acquisitions and our divestitures have in the past resulted in, and could in the future result in, exposure to contingent or unexpected liabilities, such as litigation, indemnification claims, regulatory claims and earn-out obligations.
We may not consummate a potential acquisition for a variety of reasons, but still incur material costs in connection with an acquisition that we cannot recover. The failure to successfully integrate newly acquired businesses or achieve the expected benefits of strategic acquisitions in the future, or consummate a potential acquisition after incurring material costs, could have an adverse effect on our business, results of operations and financial position.
Joint ventures could also present potential additional risks to our business, including risks inherent in taking on a partner which limits our ability to make decisions in our strategy and operations unilaterally and differences in policies and procedures, culture, experience and expectations could adversely affect our ability to work successfully with our partners. In growing our business, we also have made and may continue to make equity investments in other companies to provide greater opportunities for business collaboration, operational efficiency and financial gain. These equity investments may pose a risk to our business, if the companies we invest in have financial losses, suffer from market volatility, and become subject to new regional laws and regulations.
In addition, we have divested, and may divest in the future, businesses, brands and assets as part of ongoing efforts to refine our portfolio and redefine our strategic priorities. These divestitures may adversely affect our business, results of operations or financial condition if we are unable to offset the dilutive impacts from the loss of revenue associated with the divested businesses, brands or assets or otherwise achieve the anticipated benefits or cost savings from the divestitures. Furthermore, businesses, brands or assets under consideration for, or otherwise subject to, divestiture may be adversely impacted prior to completion of the divestiture, which could adversely affect our business, results of operations or financial condition.
Our plans to innovate, expand our product offerings and successfully implement our growth strategies may not be successful, and implementation of these plans may divert our operational, managerial and administrative resources, which could harm our competitive position and reduce our revenue and profitability.
Our future success depends, in large part, on our ability to implement our growth strategies, including expanding our brands' product offerings to capture additional market share, continuing to engage in consumer acquisition and retention efforts that drive long-term consumer and wholesale partner relationships and continuing to grow our business. Our ability to implement these growth strategies depends, among other things, on our ability to:
expand our product offerings;
increase our brand recognition by effectively implementing our multi-channel strategy alongside our network of wholesale partner relationships without compromising our premium consumer experience;
expand the geographic reach of our brands;
increase consumer engagement with our digital platforms;
leverage our investments in our human capital and operational infrastructure to drive traffic and consumer acquisition;
expand and diversify our wholesale channel while continuing to expand our DTC channel, including increasing our number of retail stores;
enter into distribution and other strategic arrangements with potential distributors of our products in order to better influence consumer experience at better cost efficiency and manage risks associated with third-party distributors; and
develop and grow our own manufacturing facilities, third-party sourcing and logistics footprint.
The principal risks to our ability to successfully carry out our plans to expand our product offering include:
if our expanded product offerings fail to maintain and enhance our distinctive brand identities and premium quality, our brand images may be diminished, and our sales may decrease;
our innovations in apparel, footwear, sports equipment, protective gear and accessories may fail to be financially viable or may not be well received by our consumers or the market;
implementation of our plans may divert management's attention from other aspects of our business and place a strain on our management, operational and financial resources, as well as our information systems;
entrance into joint ventures may face risks related to governance of the venture, strategic misalignment, termination or exit, among others; and
incorporation of novel materials or features into our apparel, footwear, sports equipment, protective gear and accessories may not be accepted by our consumers or may be considered inferior to similar products offered by our competitors.
Moreover, our ability to successfully implement our growth strategies and carry out our plans to expand our product offerings may be affected by economic and competitive conditions, changes in consumer spending patterns and changes in consumer preferences and styles. We may invest in technology, infrastructure, new businesses, product offerings and manufacturing innovation and expansion of existing business, such as our DTC operations, and such significant investments are subject to typical risks and uncertainties inherent in developing a new business or expanding an existing business. These plans could be abandoned, could cost more than anticipated, could impact the quality of our products and could divert resources from other areas of our business, any of which could negatively impact our competitive position and reduce our revenue and profitability.
Expanding our product offerings may also require that we develop additional in-house manufacturing capability, either by expanding our existing manufacturing facilities or building new facilities. There is a risk that we will be unable to develop and maintain the capacity or other capabilities necessary for us to implement our business plan. Additionally, we may need to hire additional employees as we scale our operations or increase the size of our retail footprint and otherwise pursue our growth strategies. We may face difficulties and added expenses increasing the number of employees in the current market,
due to factors such as wage inflation and a limited labor market, among others. If we are unable to scale our manufacturing capability and increase the number of employees to meet our expected growth, we may be unable to provide for appropriate supply of products in a timely manner and on a cost-effective basis and meet consumer demand for customer service, and
as a result, our revenue and results of operations would be affected adversely.
Counterfeit or "knock-off" products may siphon off demand we have created for our brands' products, and may result in consumer confusion, harm to our brands, a loss of our market share, and/or a decrease in our results of operations.
We face competition from counterfeit or "knock-off" products manufactured and sold by third parties that infringe, misappropriate or otherwise violate our intellectual property rights, as well as from products that are inspired by our brands' products in terms of design and style, including private label offerings by retailers. In the past, third parties have established websites to target users on social media platforms with "look alike" websites intended to trick users into believing that they were purchasing our brands' products at a steep discount. Some individuals who actually made purchases from such "look alike" websites believed they had purchased from our actual website and subsequently submitted complaints to us.
These activities of third parties may result in consumer confusion, require us to incur additional administrative costs to manage consumer complaints related to counterfeit goods, divert consumers from us, cause us to miss out on sales opportunities, and result in a loss of our market share. We could also be required to increase our marketing and advertising spend. If consumers are confused by these other products and believe them to be actual products sold by our brands, we could be forced to deal with dissatisfied consumers who mistakenly blame us for poor service or poor-quality goods.
In addressing these or similar issues in the future, we may also be required to incur substantial expense to protect our brands and enforce our intellectual property rights, including through legal action in the United States or in foreign countries, which could negatively impact our results of operations and financial condition.
These and similar "counterfeit" issues, including proliferation of "gray market" actors that purchase large quantities in certain markets and sell in others at varying prices, could reoccur and could again result in consumer confusion, harm to our brands, a loss of our market share, and/or a decrease in our results of operations.
Certain of our brands' products carry warranties, which may result in an increase to our expenses in the event of warranty claims.
Many of our brands' products are generally used in outdoor activities, sometimes in severe conditions. Product recalls or product liability claims resulting from the failure, or alleged failure, of our brands' products could have a material adverse effect on the reputation of our brands and result in additional expenses. Many of our brands' products also carry warranties for defects in quality or workmanship. The Company provides product warranties on many products. Many of these product warranties are limited in time to one to two years, but certain of our brands issue longer warranties on specific products. For example, Arc'teryx provides warranties on its packs, accessories and apparel for the "Practical Product Lifespan" which can be an extended period, such that warranty claims for such products may be brought many years after the product was sold. We maintain a warranty reserve for estimated future warranty claims, but the actual costs of servicing future warranty claims may exceed the reserve which could adversely affect our business, results of operations and financial condition.
Our international operations involve inherent risks which could result in harm to our business.
The majority of our products are sourced from a network of suppliers, predominantly in the Asia Pacific and Greater China regions, with the remaining from EMEA and the Americas, and our products are sold around the world. Accordingly, we are subject to the risks generally associated with global trade and doing business abroad, which include foreign laws and regulations, varying consumer preferences across geographic regions, political unrest, disruptions or delays in cross-border shipments and changes in economic conditions in countries in which our products are manufactured or where we sell products. This includes, for example, the changes to the legal and regulatory framework that apply to the United Kingdom (the "UK") and its relationship with the EU, as well as new and proposed changes affecting tax laws and trade policy in the United States and elsewhere, as further described below under "-Risks Related to Financial, Accounting and Tax Matters
-We could be subject to changes in tax laws, tax regulations and tax treaties, including their interpretation and application, in the Cayman Islands, Finland, Germany, the United States, the PRC, or any other country in which we operate, which could result in additional tax liabilities or increased volatility in our effective tax rate" and "-Risks Related to Litigation and Regulation-Current and further changes to trade relationships and to trade policies, tariffs, import/export regulations and anti-competition regulations in the United States, EU, PRC and other jurisdictions, or our failure to comply with such regulations, may have a material adverse effect on our reputation, business, financial condition and results of operations." We also generate a significant portion of our revenue from sales in the PRC (and only in the context of describing PRC laws, regulations and other legal or tax matters in this Annual Report, excludes Hong Kong, Macau and
Taiwan). See "-We face risks associated with our business in the PRC." There could be legislative actions limiting outsourcing manufacturing and production activities to foreign jurisdictions, including through tariffs or penalties on goods manufactured outside the United States, which may require us to change the way we conduct business and adversely affect our business, results of operations and financial condition.
Our ability to sell products in certain markets, demand for our products in certain markets, our ability to collect accounts receivable, our or our third-party manufacturers' ability to procure raw materials or manufacture products, distribution and logistics providers' ability to operate, our ability to operate brick and mortar stores, our workforce, and our cost of doing business (including the cost of freight and logistics) may be impacted by these events should they occur and changing laws and regulations. Our exposure to these risks is heightened in the PRC, where a significant portion of our third-party manufacturing is located. Should certain of these events occur in the PRC, they could cause a substantial disruption to our business and have a material adverse effect on our financial condition, results of operations and cash flows.
In addition, disease outbreaks, such as the COVID-19 pandemic or future pandemics and public health crises, terrorist acts and political or military conflict, such as the conflicts in Ukraine and the Middle East, have increased the risks of doing business abroad. Such political and economic instability, and any resulting negative sentiment toward the countries where we operate, sell or have our products manufactured, could interrupt our ability to operate internationally. These factors, among others, could affect our ability to manufacture products or procure materials, our ability to import finished products, our ability to move and store products, our ability to sell products in international markets and our cost of doing business.
We face risks associated with our business in the PRC.
For the year ended December 31, 2025, 27% of our revenue was derived from sales in the PRC. In addition to our sales activity, we have key suppliers and manufacturing facilities in the PRC, and approximately 28% of our products sourced from third-party suppliers were manufactured in the PRC in 2025. Additionally, ANTA Sports, our largest shareholder, has significant operations in the PRC and has a principal place of business in the PRC, as well as management and directors that are PRC citizens or domiciled in the PRC. As a result, our business is subject to risks associated with doing business in the PRC, including but not limited to, a general climate of economic, political and social conditions, including with respect to future regulatory, policy and legislative developments, increased costs and uncertainties associated with enforcing contractual obligations in the PRC and increasingly strengthening intellectual property protection system in the PRC, each of which could adversely impact our business, results of operations and financial condition.
The PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, and such measures and policies relating to such measures are evolving and subject to change. The PRC government has significant authority to exert influence on the ability of companies with Chinese operations to conduct their business. The PRC government has recently published new policies that significantly affected certain industries and we cannot rule out the possibility that it will in the future release additional regulations or policies that directly or indirectly affect the sports and outdoor industry or require us to seek additional permission to continue our operations, which could result in a material adverse change in our operation.
The PRC legal system is a civil law system based on written statutes, where prior court decisions have limited precedential value. The PRC legal system is evolving rapidly, and the interpretations and enforcement of many laws, regulations and rules involves uncertainties. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy but may have a negative effect on our suppliers and manufacturing operations. Any changes in policies in the PRC governing the regulation of our products, tariffs, imports and exports, taxation, inflation, environmental regulations, foreign currency exchange rates, the labor market, property or financial regulation may have an adverse effect on our business, results of operations and financial condition.
More broadly, while the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. Any adverse changes in economic conditions in the PRC, in the policies of the PRC government or in the laws and regulations in the PRC could have an adverse effect on the overall economic growth of the PRC. Such changes could also adversely affect our business and operating results, lead to reduction in demand for our products and adversely affect our competitive position. In addition, changes in the political climate or trade policy of any other countries or regions, such as increased duties or tariffs on imports from the PRC, may adversely affect our business. For more discussion of the risks related to our Chinese operations, see "-Risks Related to Litigation and Regulation -There remain some uncertainties as to whether we will be required to obtain approvals from PRC authorities to remain listed on the U.S. exchanges and offer securities in the future, and if required, we cannot assure you that we will be able to obtain such approval."
Risks Related to Our Distribution Network and Suppliers
Our business or our results of operations could be harmed if we or our wholesale partners are unable to accurately forecast demand for our products or if we are unsuccessful at managing product manufacturing decisions.
To ensure adequate inventory supply, we and our wholesale partners forecast inventory demand, which is subject to many factors, including seasonal and quarterly variations, changing consumer preferences or product trends, product introductions by competitors, unanticipated changes in general market conditions, declines in overall consumer spending, and weakening of economic conditions or consumer confidence in future economic conditions. Like our competitors, we have an extended design, development, manufacturing and logistics process, which involves the initial design and development of our products, the purchase of raw materials, the production of finished goods, the accumulation and subsequent sale of inventories, and the collection of the resulting accounts receivable. This production cycle requires us to incur significant expenses relating to the design, development, manufacturing, distributing and marketing of our products, including product development costs for new products, in advance of the realization of any revenue from the sale of our products, and results in significant liquidity requirements and working capital fluctuations throughout our fiscal year. Because the production cycle typically involves long lead times, which requires us to make manufacturing decisions several months in advance of an anticipated purchasing decision by the consumer, it is challenging for us to estimate and manage our inventory and working capital requirements, and as such challenges have been, and could in the future be, exacerbated by global supply chain issues. If we fail to accurately forecast demand or our inventory and working capital requirements, we may experience excess inventory levels or a shortage of product to deliver through our DTC channel and to our wholesale partners. In addition, our wholesale partners may fail to accurately forecast the demand for our products and may purchase an insufficient amount of our products or may accumulate excess inventory, each of which could negatively impact our business, brand and results of operations.
If we underestimate the demand for our products, we may not allocate sufficient budgetary resources and may not be able to produce or source products to meet our wholesale partner requirements, and this could result in delays in the shipment of our products and our failure to satisfy demand, as well as damage to our reputation and wholesale partner relationships. If our wholesale partners underestimate the demand for our products, they may not have enough products on hand to satisfy demand in a timely fashion and sales opportunities may be lost. If we or our wholesale partners overestimate the demand for our products, we or our wholesale partners could face inventory levels in excess of demand, which could result in inventory write-downs or write-offs and the sale of excess inventory at discounted prices, which would harm our gross margins and our brand management efforts. The difficulty in forecasting demand also makes it difficult to estimate future revenue, costs and cash flows from period to period, which could result in the misallocation of our resources. In addition, these and other factors, including failures to accurately predict the level of demand for our products and future revenue, costs and cash flows, could cause a decline in revenue and harm our business, operating results and financial condition.
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Amer Sports Inc. published this content on March 25, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on March 25, 2026 at 10:02 UTC.
