Crocs, Inc.

The Plan authorizes the issuance of 2,200,000 shares. If the Plan is approved, the number of shares of our common stock authorized for grant under the Plan will be equal to the sum of (i) the number of shares authorized under the Plan plus (ii) the number of shares remaining available for grant under the 2020 Plan as of the effective date of the Plan (the date of stockholder approval of the Plan) and (iii) the number of shares subject to awards granted under the 2020 Plan that were outstanding as of the effective date of the Plan and subsequently expire, terminate or are otherwise surrendered, cancelled or forfeited without being settled in shares. As of March 31, 2026, we had the following awards outstanding under our equity compensation plans, which consists of the 2020 Plan and the 2015 Equity Incentive Plan (“2015 Plan”):

(1) No SARs were outstanding as of March 31, 2026.

(2) Includes 576,949 shares underlying outstanding unvested performance-based RSU awards, 1,785 shares underlying outstanding unvested restricted stock awards, and 764,325 shares underlying outstanding unvested RSU awards. The number of outstanding unvested performance-based RSU awards assumes payout at maximum performance, unless the actual payout has been determined for the unsettled award.

(3) Assumes performance-based RSU awards are paid at maximum performance, unless the actual payout has been determined for the unsettled award. No further awards will be made under the 2020 Plan after the effective date of the Plan.

In setting the number of shares authorized for issuance under the Plan, the Compensation Committee and the Board considered the number of outstanding equity awards and shares remaining available for grant under the 2020 Plan, our historical granting practices and burn rate, and the level of potential dilution that will result from adoption of the Plan.

In 2023, 2024 and 2025, we granted equity awards representing a total of approximately 0.4 million, 0.6 million, and 0.9 million shares, respectively, as follows:

(1) 565,000, 334,000, and 281,000 performance-conditioned and market-conditioned RSUs were earned or vested in fiscal year 2023, 2024, and 2025, respectively.

Our three-year average annual burn rate for the period from January 1, 2023, through December 31, 2025, was 1.2%. We calculated our burn rate by (i) counting the number of shares subject to awards granted during the calendar year and (ii) dividing the resulting number by the weighted average number of shares of our common stock outstanding for each respective year. As of March 31, 2026, there were approximately 1.6 million shares of common stock available for issuance under the 2020 Plan. The number of shares subject to outstanding equity awards plus the number of the shares available for grant under the 2020 Plan and the new shares to be authorized under the Plan (an aggregate of approximately 5.3 million shares), represented approximately 10.6% of our outstanding common stock. We believe our three-year average annual burn rate and level of potential dilution assuming the Plan is approved by stockholders compare favorably to our industry peers and standards.

Based on our historic and projected future use of equity-based compensation, we estimate that the shares requested under the Plan will be sufficient to provide awards for approximately five years. However, our future burn rate will depend on a number of factors, including the number of participants in the Plan, the price per share of our common stock, any changes to our compensation strategy, changes in business practices or industry standards, the compensation practices of our competitors or changes in compensation practices in the market generally, equity award mix and levels, competitive market practices, the rate of returned shares due to forfeitures, the need to attract, retain and incentivize key talent, and how the Company chooses to balance total compensation between cash and equity-based awards.

In light of the factors described above, and that the ability to continue to grant equity compensation is vital to our ability to continue to attract and retain employees in the competitive labor markets in which we compete, our Board has determined that the size of the share reserve under the Plan is reasonable and appropriate at this time.

The closing sale price of a share of our common stock on the Nasdaq Global Select Market on April 13, 2026 was $100.22 per share.