Crocs, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended December 31, 2025

or

For the transition period from to

Commission File No.0-51754

CROCS, INC.

(Exact name of registrant as specified in its charter)

500 Eldorado Boulevard, Building 5

Broomfield, Colorado 80021

(303)848-7000

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company,” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐ No☒

The aggregate market value of the voting common stock held by non-affiliates of the registrant as of June 30, 2025, was approximately $4.8 billion. For the purpose of the foregoing calculation only, all directors and executive officers of the registrant and owners of more than 10% of the registrant’s common stock are assumed to be affiliates of the registrant. This determination of affiliate status is not necessarily conclusive for any other purpose.

The number of shares of the registrant’s common stock, par value $0.001 per share, outstanding as of February 5, 2026 was 50,233,596.

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates certain information by reference from the registrant’s proxy statement for the 2026 annual meeting of stockholders to be filed no later than 120 days after the end of the registrant’s fiscal year ended December 31, 2025.

Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). From time to time, we may also provide oral or written forward-looking statements in other materials we release to the public. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995.

Statements that refer to industry trends, projections of our future financial performance, anticipated trends in our business and other characterizations of future events or circumstances are forward-looking statements. These statements, which express management’s current views concerning future events or results, use words like “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “future,” “intend,” “plan,” “project,” “strive,” and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will,” “would,” and similar expressions or variations. Examples of forward-looking statements include, but are not limited to, statements we make regarding:

•our expectations regarding future trends expectations, and performance of our business;

•our expectations regarding the impact of economic trends on our business;

•our belief that we have sufficient liquidity to fund our business operations during the next twelve months;

•our expectations about the impact of our strategic plans; and

•our intent to achieve various Corporate Responsibility and Sustainability initiatives.

Forward-looking statements are subject to risks, uncertainties and other factors, which may cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements include, without limitation, those described in Part I - Item 1A. Risk Factorsof this Annual Report on Form 10-K, elsewhere throughout this Annual Report on Form 10-K, and those described from time to time in our past and future reports filed with the Securities and Exchange Commission (the “SEC”). Caution should be taken not to place undue reliance on any such forward-looking statements. Moreover, such forward-looking statements speak only as of the date of this Annual Report on Form 10-K. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements, except as required by applicable law.

Risks Factors Summary

Our business is subject to a number of risks and uncertainties, including those described in Part I, Item 1A. Risk Factors of this Annual Report on Form 10-K. These risks include, but are not limited to, the following:

• our substantial dependence on the value of our brands and our failure to strengthen and preserve this value;

• the significant competition that we face;

• introducing new products, which may be difficult and expensive;

• our failure to adequately protect our trademarks and other intellectual property rights and counterfeiting of our brand;

• our failure to continue to obtain or maintain high-quality endorsers of our products and social media influencers;

• our reliance on technical innovation to compete in the market for our products;

• changes in global economic conditions, which may adversely affect consumer spending and the financial health of our customers and others with whom we do business;

• ongoing wars, which could cause disruptions in the global economy as well as a negative impact on our business, financial condition, and results of operations;

• a pandemic, epidemic, or other public health emergency has had an adverse impact, and may have a future material adverse impact, on our business, operations, liquidity, financial condition, and results of operations;

• supply chain disruptions, which could interrupt product manufacturing and global logistics and increase product costs;

• our dependence on third-party manufacturers located outside of the U.S.;

• if we need to replace manufacturers or distribution centers;

• our dependence on the global supply chain and impacts of supply chain constraints and inflationary pressure;

• our inability to accurately forecast consumer demand;

• our third-party manufacturing operations, which must comply with labor, trade, and other laws;

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• our dependence on a number of suppliers for key production materials, and any disruption in the supply of such materials;

• changes in foreign exchange rates, most significantly but not limited to the Euro, South Korean Won, and Chinese Yuan, or other global currencies;

• the adverse impact of government actions and regulations, such as export restrictions, tariffs, and other trade protection measures;

• the fact that we conduct significant business activity outside the U.S., which exposes us to risks of international commerce;

• our inability to successfully execute our long-term growth strategy, maintain or grow our current revenue and profit levels, or accurately forecast demand and supply for our products;

• our significant reliance on the use of information technology;

• the increasing prevalence of artificial intelligence represents risks and challenges;

• our online e-commerce sites, or those of our customers, or third-party digital marketplaces, not functioning effectively;

• the dependence of our financial success in part on the strength of our relationships with, and the success of, our wholesale and distributor customers;

• the substantial fixed costs we incur with respect to company-operated retail stores;

• if substantial investments in businesses and operations fail to produce expected returns;

• our dependence on employees across the globe;

• our future growth may be dependent in part on HEYDUDE;

• periodic litigation, which could result in unexpected expenditures of time and resources;

• global climate change, including extreme weather conditions, natural disasters, public health issues, or other events outside of our control, as well as related regulations;

• disruption to our business as a result of the actions of activist stockholders or others;

• the provisions in our restated certificate of incorporation, amended and restated bylaws, and Delaware law that could discourage a third-party from acquiring us;

• increasing scrutiny from investors, regulators, and other key stakeholders with respect to our environmental, social, and governance practices;

• the significant operating and financial restrictions that our Revolving Credit Agreement (as defined herein), the Term Loan B Credit Agreement (as defined herein), and the Indentures (as defined herein) each will impose, on us and certain of our subsidiaries, which may prevent us from capitalizing on business opportunities;

• our indebtedness as well as the ability to meet payment obligations under our Revolving Credit Agreement, the Term Loan B Credit Agreement, and the Notes (as defined herein);

• our ability to incur substantially more debt;

• that we may be required to record impairments of long-lived assets or incur other charges relating to our company-operated retail operations;

• that we may incur impairments of the carrying value of our goodwill and other intangible assets;

• the fluctuations to which our quarterly revenues and operating results are subject;

• the risks of maintaining significant cash abroad;

• changes in tax laws and unanticipated tax liabilities and adverse outcomes from tax audits or tax litigation; and

• our failure to meet analyst and investor expectations.

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