Crocs (CROX) EVP granted RSUs while shares withheld for tax obligations

Rhea-AI Filing Summary

Crocs, Inc. executive Rupert George Campbell, EVP and President of HEYDUDE, reported equity compensation and related adjustments in company stock. He received a grant of 38,695 restricted stock units (RSUs) under the 2020 Equity Incentive Plan, each representing one share of common stock, with vesting tied to future service and performance certification dates through 2029.

To cover tax withholding obligations upon RSU vesting, 987 shares at $82.91 and 564 shares at $80.40 were withheld by Crocs. In addition, 1,255 RSUs were cancelled because certain performance metrics for those awards were not achieved and the shares were returned to the issuer. After these transactions, Campbell directly holds 71,218 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^*

Campbell Rupert George

(Last) (First) (Middle)

C/O CROCS, INC.

500 ELDORADO BLVD, BLDG 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, President of HEYDUDE

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		38,695(1)	A	$0	74,024	D
Common Stock	03/10/2026		F		987(2)	D	$82.91	73,037	D
Common Stock	03/11/2026		D		1,255(3)	D	$0	71,782	D
Common Stock	03/11/2026		F		564(2)	D	$80.4	71,218	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 38,695 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) 7,037 of the RSUs vest in three equal annual installments on March 10, 2027, March 10, 2028 and March 10, 2029, (ii) up to 14,070 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 17,588 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 shares withheld by the issuer to cover tax withholding obligations upon vesting of a restricted stock unit award.

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

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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What did Crocs (CROX) EVP Rupert Campbell report in this Form 4?

Rupert Campbell reported an RSU equity grant and related adjustments in Crocs stock. He received 38,695 restricted stock units, had shares withheld to cover tax obligations, and saw some RSUs cancelled when performance conditions were not met, leaving him with 71,218 shares.

How many RSUs did Rupert Campbell receive from Crocs (CROX)?

Rupert Campbell received 38,695 restricted stock units from Crocs under its 2020 Equity Incentive Plan. Each RSU equals one share of common stock, with tranches vesting between 2027 and 2029 based on continued employment and the compensation committee certifying performance metrics.

Why were some Crocs (CROX) shares disposed of in Campbell’s Form 4?

The Form 4 shows share dispositions primarily for administrative reasons, not open-market sales. A total of 1,551 shares were withheld by Crocs to satisfy tax withholding on vesting RSUs, and 1,255 RSUs were cancelled because specified performance targets for vesting were not achieved.

How many Crocs (CROX) shares does Rupert Campbell hold after these transactions?

After the reported transactions, Rupert Campbell directly holds 71,218 shares of Crocs common stock. This figure reflects the new RSU grant, cancellations of performance-based RSUs, and the shares withheld by the company to satisfy tax obligations tied to RSU vesting events.

How do the new Crocs (CROX) RSUs for Campbell vest over time?

The 38,695 RSUs vest in several performance- and time-based tranches. One portion vests in three equal annual installments beginning March 10, 2027, while other portions vest after the compensation committee certifies that specific performance metrics have been achieved in 2027 and 2029.

Were any of Rupert Campbell’s Crocs (CROX) RSUs cancelled in this filing?

Yes, the Form 4 notes cancellation of restricted stock units. The cancelled RSUs represent awards tied to performance metrics that were not achieved, resulting in a disposition of 1,255 shares back to the issuer and reducing the number of units eligible to vest in the future.