Crocs CEO awarded 207,853 RSUs in new grant

Crocs, Inc. chief executive Andrew Rees reported a large equity grant and related share adjustments.

Rhea-AI Filing Summary

Crocs, Inc. chief executive Andrew Rees reported a large equity grant and related share adjustments. He received 207,853 restricted stock units under the 2020 Equity Incentive Plan, with portions vesting over time and additional tranches tied to future performance metrics and continued employment.

The filing also shows a disposition to the issuer of 55,419 shares linked to cancelled performance-based awards and a total of 13,954 shares withheld to cover tax obligations upon RSU vesting. After these transactions, Rees holds 475,789 shares directly and 775,981 shares indirectly through a family trust for which he has voting and investment power.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Rees Andrew

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	6,687	$79.63	$532K
Disposition	Common Stock	55,419	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	7,267	$80.40	$584K
Grant/Award	Common Stock	207,853	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 475,789 shares (Direct); Common Stock — 775,981 shares (Indirect, By Trust)

Footnotes (4)

1. F1. Represents 207,853 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) 37,793 of the RSUs vest in three equal annual installments on March 10, 2027, March 10, 2028 and March 10, 2029, (ii) up to 75,582 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 94,478 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. F2. Represents the restricted stock units that were cancelled as certain performance metrics relating to the vesting of such awards were not achieved.
3. F3. Represents shares withheld by the issuer to cover tax withholding obligations upon vesting of a restricted stock unit award.
4. F4. The reporting person is a trustee of the REES FAMILY LIVING TRUST U/A DTD 03/22/2019 and exercises voting and investment power for the shares beneficially owned by the trust.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 03/12/2026 - 06:50 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Rees Andrew

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		207,853(1)	A	$0	545,162	D
Common Stock	03/11/2026		D		55,419(2)	D	$0	489,743	D
Common Stock	03/11/2026		F		7,267(3)	D	$80.4	482,476	D
Common Stock	03/12/2026		F		6,687(3)	D	$79.63	475,789	D
Common Stock								775,981	I	By Trust(4)

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 207,853 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) 37,793 of the RSUs vest in three equal annual installments on March 10, 2027, March 10, 2028 and March 10, 2029, (ii) up to 75,582 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 94,478 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.

4. The reporting person is a trustee of the REES FAMILY LIVING TRUST U/A DTD 03/22/2019 and exercises voting and investment power for the shares beneficially owned by the trust.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.