Crocs (CROX) EVP gains 44,222 RSUs, sees cancellations and tax withholding

Rhea-AI Filing Summary

Crocs, Inc. executive vice president and chief brand officer Terence Reilly reported equity compensation changes. He received a grant of 44,222 restricted stock units (RSUs) under the 2020 Equity Incentive Plan, which vest in stages through performance and time-based conditions extending to 2029.

The filing also shows a disposition of 3,588 RSUs back to the issuer because related performance metrics were not achieved, and 1,691 shares of common stock were withheld at $80.40 per share to cover tax obligations upon RSU vesting. After these transactions, Reilly directly holds 112,351 shares of Crocs common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

REILLY TERENCE

(Last) (First) (Middle)

C/O CROCS, INC.

500 ELDORADO BLVD #5

(Street)

BROOMFIELD CO 80021

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Crocs, Inc. [ CROX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Brand Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/10/2026		A		44,222(1)	A	$0	117,630	D
Common Stock	03/11/2026		D		3,588(2)	D	$0	114,042	D
Common Stock	03/11/2026		F		1,691(3)	D	$80.4	112,351	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents 44,222 restricted stock units (RSUs) granted to the reporting person under the issuer's 2020 Equity Incentive Plan. Each RSU represents the contingent right to receive one share of the issuer's common stock. The RSUs vest as follows: (i) 8,042 of the RSUs vest in three equal annual installments on March 10, 2027, March 10, 2028 and March 10, 2029, (ii) up to 16,080 of the RSUs vest in three equal annual installments beginning on the date in 2027 that the issuer's compensation committee certifies that certain performance metrics are achieved and (iii) up to 20,100 of the RSUs vest on the date in 2029 that the issuer's compensation committee certifies that certain performance metrics are achieved, provided, in each case, that the reporting person remains employed by the issuer as of each applicable vesting date.

2. Represents the restricted stock units that were cancelled as certain performance metrics relating to the vesting of such awards were not achieved.

3. Represents shares withheld by the issuer to cover tax withholding obligations upon vesting of a restricted stock unit award.

Remarks:

	/s/Sara Hoverstock, Attorney-in-Fact	03/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity award did Crocs (CROX) executive Terence Reilly receive?

Terence Reilly received a grant of 44,222 restricted stock units (RSUs) under Crocs’ 2020 Equity Incentive Plan. These RSUs vest over time and upon achievement of performance metrics running through 2027 and 2029, subject to his continued employment.

How do the new Crocs (CROX) RSUs for Terence Reilly vest?

The RSUs vest in three components: 8,042 RSUs vest in three annual installments starting March 10, 2027. Up to 16,080 RSUs vest in three annual installments after 2027 certification of performance, and up to 20,100 RSUs vest upon 2029 performance certification.

Why were 3,588 Crocs (CROX) restricted stock units cancelled for Terence Reilly?

The 3,588 restricted stock units were cancelled because certain performance metrics required for their vesting were not achieved. This is recorded as a disposition to the issuer and does not represent an open-market sale or cash transaction by Reilly.

What does the 1,691-share tax withholding mean in the Crocs (CROX) Form 4?

Crocs withheld 1,691 shares of common stock at $80.40 per share to satisfy Terence Reilly’s tax obligations when an RSU award vested. This Form 4 code F transaction is a tax-withholding mechanism, not an open-market sale by the executive.

How many Crocs (CROX) shares does Terence Reilly hold after these transactions?

Following the reported RSU grant, cancellations, and tax withholding, Terence Reilly directly holds 112,351 shares of Crocs common stock. This figure reflects his post-transaction ownership as disclosed in the Form 4 filing for these equity compensation events.

Are the Crocs (CROX) Form 4 transactions open-market buys or sells?

The reported transactions are not open-market trades. They include a grant of 44,222 RSUs, a 3,588-unit cancellation due to unmet performance conditions, and 1,691 shares withheld to cover taxes on vesting, all within Crocs’ equity compensation framework.