Rees Andrew 4

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.