Crocs (CROX) CEO gets 207,853 RSUs, cancels prior awards

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.

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^*

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
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