Rees Andrew 4

4 · Crocs, Inc. · Filed Mar 12, 2026

AI-generated summary of this filing

Updated Mar 12, 2026

Crocs (CROX) CEO Andrew Rees Receives RSU Award; Shares Withheld

What Happened

Andrew Rees, CEO of Crocs, was granted 207,853 restricted stock units (RSUs) on 2026-03-10. The RSUs are contingent rights to receive one share per RSU subject to vesting conditions.
Following the grant, 55,419 RSUs were cancelled on 2026-03-11 because certain performance metrics were not achieved (disposition to issuer, $0.00). Separately, the issuer withheld 7,267 shares on 2026-03-11 (valued at $80.40 per share, $584,267) and 6,687 shares on 2026-03-12 (valued at $79.63 per share, $532,486) to satisfy tax withholding obligations upon vesting.

Key Details

Transaction dates and values:
- 2026-03-10: Grant of 207,853 RSUs (code A).
- 2026-03-11: Cancellation of 55,419 RSUs (code D; $0.00).
- 2026-03-11: 7,267 shares withheld for taxes at $80.40/share = $584,267 (code F).
- 2026-03-12: 6,687 shares withheld for taxes at $79.63/share = $532,486 (code F).
Shares owned after transaction: Not specified in the Form 4 filing.
Notable footnotes:
- F1: RSU grant vests subject to time and performance conditions (detailed vesting schedule and committee certification requirements).
- F2: 55,419 RSUs cancelled because related performance metrics were not met.
- F3: Withheld shares represent tax withholding upon vesting.
- F4: Reporting person acts as trustee of the Rees Family Living Trust and exercises voting/investment power for shares held by the trust.
Filing: Form 4 filed 2026-03-12; appears to report the March 10–12 transactions in a timely manner.

Context

These were compensation-related RSU transactions (an award and subsequent withholding/cancellation), not open-market buys or sales. Share withholding to cover taxes is routine and does not represent a market sale by the insider.
The cancellation of a portion of the award reflects unmet performance conditions and reduces the eventual number of shares that may vest.
RSU grants signal compensation alignment with company goals but do not, by themselves, indicate CEO buying or selling behavior.

Form 4

Period: 2026-03-10

DirectorChief Executive Officer

Transactions

Holdings

Footnotes (4)

[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.
[F2]Represents the restricted stock units that were cancelled as certain performance metrics relating to the vesting of such awards were not achieved.
[F3]Represents shares withheld by the issuer to cover tax withholding obligations upon vesting of a restricted stock unit award.
[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.

Signature

/s/Sara Hoverstock, Attorney-in-Fact|2026-03-12

1 file