DECK Form 4: CEO Granted Time-Based and Performance RSUs; Ownership Rises to 332,466

Rhea-AI Filing Summary

Stefano Caroti, President & CEO and a director of Deckers Outdoor Corp (DECK), reported insider transactions dated 08/15/2025. The filing shows 7,946 shares withheld to satisfy tax withholding on vested restricted stock units, an acquisition of 27,195 Time-Based RSUs granted under the Issuer's 2024 Stock Incentive Plan (which vest 33.33% on 8/15/2026, 33.33% on 8/15/2027 and 33.34% on 8/15/2028 subject to service), and an award of up to 80,846 Long-Term Incentive Performance-Based RSUs (maximum potential vesting). After these transactions, the reporting person beneficially owned 332,466 shares on a direct basis. The form was signed by an attorney-in-fact on behalf of Mr. Caroti on 08/19/2025.

Positive

• Significant equity awards: Time-Based RSUs (27,195) and up to 80,846 LTIP Performance RSUs were recorded, increasing alignment of CEO compensation with shareholders.
• Higher direct ownership: Reporting person beneficially owned 332,466 shares after the reported transactions.

Negative

• Tax withholding reduced issued shares: 7,946 shares were withheld to satisfy tax obligations on vested RSUs.
• Performance RSUs subject to conditions: The 80,846 figure is a maximum potential amount and depends on performance metrics and continued service (details in Exhibit 99).

Insights

Securities Analyst

TL;DR: Executive received substantial equity awards, increasing direct ownership to 332,466 shares, aligning pay with long-term performance.

The transactions are routine executive equity compensation events: tax-withholding on vested RSUs and the grant/recognition of additional Time-Based and Performance-Based RSUs. The Time-Based RSUs have multi-year vesting through 2028 and require continued service, while the LTIP Performance RSUs are capped at a stated maximum and depend on performance outcomes (referenced Exhibit 99 for details). These grants increase the CEO's direct stake and are consistent with incentive structures tying long-term pay to company performance; they do not by themselves change capital structure or outstanding share count disclosed here.

Corporate Governance Expert

TL;DR: Governance action consistent with standard executive compensation practices; vesting conditions and tax withholding are explicitly disclosed.

The filing clearly identifies the nature and timing of awards and the tax-withholding disposition, and shows the issuer's use of time-based and performance-based equity to retain and incent senior management. The Time-Based RSUs require continuous service and the performance RSUs reference further documentation (Exhibit 99) for metric details, which is appropriate disclosure practice. No departures, option exercises, or sales are reported that would raise immediate governance concerns.

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^*

Stefano Caroti

(Last) (First) (Middle)

250 COROMAR DRIVE

(Street)

GOLETA CA 93117

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DECKERS OUTDOOR CORP [ DECK ]

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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(1)	08/15/2025		F		7,946	D	$0	224,425	D
Common Stock(2)	08/15/2025		A		27,195	A	$0	251,620	D
Common Stock (Long-Term Incentive Performance-Based RSUs)(3)	08/15/2025		A		80,846(4)	A	$0	332,466	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. These shares have been withheld and not issued to the Reporting Person in order to satisfy certain tax witholding obligations incident to the vesting on August 15, 2025 of one-third of the restricted stock units previously granted to the Reporting Person on August 15, 2022, August 15, 2023 and August 15, 2024 pursuant to the Deckers Outdoor Corporation 2015 Stock Incentive Plan.

2. The Time-Based Restricted Stock Units (the Time-Based RSUs) were granted pursuant to the Issuer's 2024 Stock Incentive Plan. The Time-Based RSUs vest as to 33.33% of the underlying shares on 8/15/2026, 33.33% on 8/15/2027, and 33.34% on 8/15/2028, subject to the satisfaction of continuous service requirements. At the time that continuous service requirements cease to be met, no further vesting will occur and the remaining Time-Based RSUs will not be earned. The Time-Based RSUs will be settled in the Issuer's common stock upon satisfaction of the vesting conditions.

3. Refer to Exhibit 99 for additional information.

4. The amounts listed are the maximum number of LTIP Performance RSUs that may vest.

Remarks:

	/s/ Lisa Bereda for Stefano Caroti as Attorney in Fact	08/19/2025
	** 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).
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FAQ

What transactions did DECK insider Stefano Caroti report on Form 4?

He reported withholding of 7,946 shares for taxes, acquisition of 27,195 Time-Based RSUs, and awards of up to 80,846 LTIP Performance RSUs on 08/15/2025.

How many Deckers (DECK) shares does Stefano Caroti beneficially own after the transactions?

He beneficially owned 332,466 shares on a direct basis following the reported transactions.

When do the Time-Based RSUs granted to Mr. Caroti vest?

The Time-Based RSUs vest 33.33% on 8/15/2026, 33.33% on 8/15/2027, and 33.34% on 8/15/2028, subject to continuous service.

Were any shares sold by the reporting person in this filing?

No sales were reported; the only disposition was withholding of 7,946 shares to satisfy tax withholding on vested RSUs.

Where can I find details on performance conditions for the LTIP RSUs?

The filing references Exhibit 99 for additional information on the LTIP Performance RSUs, which contains the performance criteria and detailed terms.