Crocs, Inc. — Director's Dealing 2023

Mar 7, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Crocs, Inc. (CROX)
CIK: 0001334036
Period of Report: 2023-03-02

Reporting Person: Rees Andrew (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-02	Common Stock	A	96396	—	Acquired	1062888	Direct
2023-03-03	Common Stock	D	69413	—	Disposed	993475	Direct
2023-03-03	Common Stock	F	28916	$125.54	Disposed	964559	Direct
2023-03-04	Common Stock	F	27700	$125.06	Disposed	936859	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	119748	Indirect

Footnotes

F1: Represents 96,396 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) 19,280 of the RSUs vest in three equal annual installments on March 2, 2024, March 2, 2025 and March 2, 2026, (ii) up to 38,558 of the RSUs vest in three equal annual installments beginning on the date in 2024 that the issuer's compensation committee certifies that certain performance metrics are achieved and (iii) up to 38,558 of the RSUs vest on the date in 2026 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 V&M REES REV. TRUST and exercises voting and investment power for the shares beneficially owned by the trust.