8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date of Report: May 6, 2024

(Date of earliest event reported)

STEVEN

MADDEN, LTD.

(Exact name of registrant as specified in its charter)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.

On May 6, 2024, Steven Madden, Ltd. (the “Company”) entered into Amendment No. 1 to Employment Agreement (the “Keith Amendment”), which amended the existing employment agreement, dated as of January 24, 2024 (the “Keith Employment Agreement”), with Lisa Keith, the Company’s Executive Vice President - General Counsel. The Keith Amendment amends the Keith Employment Agreement effective as of May 6, 2024, to cancel the grants of shares of restricted stock which were scheduled to be awarded on each of February 1, 2025 and February 1, 2026. All other terms of the Keith Employment Agreement remain unchanged.

The foregoing description of the Keith Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Keith Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

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

Dated: May 6, 2024

Exhibit10.1

AMENDMENTNO. 1 TO EMPLOYMENT AGREEMENT

This Amendment No. 1 (the “Amendment”) to the Letter Agreement, dated as of January 24, 2024 (the “Employment Agreement”), by and between Steven Madden, Ltd., a Delaware corporation (the “Company”), and Lisa Keith (the “Employee”), is entered into effective as of May 6, 2024.

WI T N E S S E T H:

**WHEREAS,**the Company and the Employee are parties to the Employment Agreement; and

**WHEREAS,**the Employee and the Company desire to amend the Employment Agreement in certain respects;

NOW,THEREFORE, in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Lisa Keith