Rocky Brands Inc 2025年度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number:001-34382 ROCKY BRANDS, INC.(Exact name of registrant as specified in its charter) No. 31-1364046(I.R.S. Employer Identification No.) (Address of principal executive offices, including zip code) Registrant's telephone number, including area code(740) 753-1951 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to the filing requirements for at least the past 90 days. Yes☒No☐ Indicateby check mark whether the registrant has submitted electronically every Interactive Data File required to besubmittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorterperiod 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, a smallerreporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smallerreporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. ☐Large accelerated filer☒Accelerated filer☐Non-accelerated filer☒Smaller reportingcompany☐Emerging growthcompany If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe 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 theregistrant 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-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the registrant's Common Stock held by non-affiliates of the registrant on June 30, 2025, the lastbusiness day of the registrant's most recently completed second fiscal quarter was $159,623,943, determined using a per shareclosing price of $22.19, as quoted by Nasdaq on that date. There were 7,536,488shares of the registrant's Common Stock outstanding onFebruary 27, 2026. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Proxy Statement for the 2026Annual Meeting of Shareholders are incorporated by reference in Part III. TABLE OF CONTENTS PagePART IItem1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem 1C.CybersecurityItem2.PropertiesItem3.Legal ProceedingsItem4.Mine Safety DisclosuresPARTIIItem5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity SecuritiesItem 6.[Reserved]Item7.Management's Discussion and Analysis of Financial Condition and Results of OperationsItem7A.Quantitative and Qualitative Disclosures About Market RiskItem8.Financial Statements and Supplementary DataItem9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem9A.Controls and ProceduresItem9B.Other InformationItem 9C.Disclosures Regarding Foreign Jurisdictions that Prevent InspectionsPARTIIIItem10.Directors, Executive Officers and Corporate GovernanceItem11.Executive CompensationItem12.Security Ownership of Certain Beneficial Owners and Management and Related ShareholderMattersItem13.Certain Relationships and Related Transactions, and Director IndependenceItem14.Principal Accounting Fees and ServicesPARTIVItem15.Exhibi