Crocs, Inc.CROX
Crocs, Inc. Stock Compensation Disclosure
SHARE-BASED COMPENSATION
Our share-based compensation awards are issued under the 2020 Equity Incentive Plan (“2020 Plan”) and predecessor plan, the 2015 Equity Incentive Plan (“2015 Plan”). Any awards that expire or are forfeited under the 2015 Plan become available for issuance under the 2020 Plan. We account for forfeitures as they occur when calculating share-based compensation expense. The aforementioned plans provide for the issuance of previously unissued common stock in connection with the exercise of stock options and conversion of other share-based awards. As of December 31, 2025, 2.5 million shares of common stock remained available for future issuance under all plans, subject to adjustment for future stock splits, stock dividends, and similar changes in capitalization.
The majority of share-based compensation expense is reported in our consolidated statements of operations as ‘Selling, general and administrative expenses’ with an insignificant amount recorded within ‘Cost of sales.’
Stock Option Activity
Stock option activity during the year ended December 31, 2025, was:
| Number of Options | Weighted Average Exercise Price | Weighted Average Contractual Life (Years) | Aggregate Intrinsic Value | ||||||||||||||||||||
| (in thousands, except exercise price and years) | |||||||||||||||||||||||
Outstanding as of December 31, 2024 | 200 | $ | 6.98 | 2.42 | $ | 20,510 | |||||||||||||||||
| Granted | — | — | |||||||||||||||||||||
| Exercised | — | — | |||||||||||||||||||||
| Forfeited or expired | — | — | |||||||||||||||||||||
Outstanding as of December 31, 2025 | 200 | $ | 6.98 | 1.42 | $ | 15,314 | |||||||||||||||||
Exercisable at December 31, 2025 | 200 | $ | 6.98 | 1.42 | $ | 15,314 | |||||||||||||||||
Vested at December 31, 2025 | 200 | $ | 6.98 | 1.42 | $ | 15,314 | |||||||||||||||||
No stock options were granted during 2025, 2024, or 2023. The aggregate intrinsic value of stock options exercised during the year ended December 31, 2024, was $1.0 million. No stock options were exercised during 2025 or 2023. During the year ended December 31, 2024, we received $0.2 million cash in connection with the exercise of stock options. As of December 31, 2025, we did not have any unrecognized share-based compensation expense related to unvested options.
Stock options under our equity incentive plans generally expire ten years after the date of grant.
Restricted Stock Awards and Restricted Stock Units Activity
Generally on an annual basis, we grant RSAs and RSUs. RSAs and RSUs generally vest over three years, depending on the terms of the grant. Holders of unvested RSAs have the same rights as those of common stockholders including voting rights and non-forfeitable dividend rights. However, ownership of unvested RSAs cannot be transferred until vested. Holders of unvested RSUs have a contractual right to receive shares of common stock upon vesting. RSUs have dividend equivalent rights, which accrue over the term of the award and are paid if and when the RSUs vest, but RSU holders have no voting rights. We grant service-condition RSUs, performance-condition RSUs, and market-condition RSUs.
Service-condition RSUs are typically granted on an annual basis and vest over time in three equal annual installments, beginning one year after the grant date. During the years ended December 31, 2025, 2024, and 2023, we granted 0.5 million, 0.3 million, and 0.2 million service-condition RSUs, respectively.
Performance-condition RSUs are typically granted on an annual basis and consist of a performance-based and service-based component. The performance targets and vesting conditions for performance-condition RSUs are based on achievement of multiple weighted performance goals. The number of performance-condition RSUs ultimately awarded may be between 0% and 200%, based on performance. These RSUs vest in three equal annual installments beginning one year after the grant date, pending certification of performance achievement by the Compensation Committee of our Board of Directors and continued service. The fair value of performance-condition awards is based on the closing market price of our common stock on the grant date. Compensation expense, net of forfeitures, is updated for our probable expected performance level against performance goals at the end of each reporting period. During the years ended December 31, 2025, 2024, and 2023, we granted 0.4 million, 0.3 million, and 0.2 million performance-condition RSUs, respectively. Of the 0.4 million performance-condition RSUs granted in 2025, 0.3 million also have market conditions. During the years ended December 31, 2024, and 2023, we did not grant market-conditions RSUs. The grant date fair value and derived service period for performance-condition RSUs that have market conditions are estimated using a Monte Carlo simulation model.
RSA and RSU activity during the year ended December 31, 2025, was:
| Restricted Stock Awards | Restricted Stock Units | ||||||||||||||||||||||
| Shares | Weighted Average Grant Date Fair Value | Shares | Weighted Average Grant Date Fair Value | ||||||||||||||||||||
| (in thousands, except fair value data) | |||||||||||||||||||||||
Unvested at December 31, 2024 | 2 | $ | 148.72 | 1,000 | $ | 110.82 | |||||||||||||||||
| Granted | 7 | 105.15 | 915 | 96.59 | |||||||||||||||||||
| Vested | (5) | 120.40 | (276) | 109.66 | |||||||||||||||||||
| Forfeited | — | — | (272) | 117.95 | |||||||||||||||||||
Unvested at December 31, 2025 | 4 | $ | 105.15 | 1,367 | $ | 100.11 | |||||||||||||||||
The weighted average grant date fair value of RSAs granted during the years ended December 31, 2025, 2024, and 2023, was $105.15, $130.75, and $105.95 per share, respectively. RSAs vested during the years ended December 31, 2025, 2024, and 2023, consisted entirely of service-condition awards. The total grant date fair value of RSAs vested in the years ended December 31, 2025, 2024, and 2023, was $0.7 million, $0.7 million and $0.5 million, respectively.
As of December 31, 2025, unrecognized share-based compensation expense for RSAs was $0.3 million, which is expected to amortize over a remaining weighted average period of 0.4 years.
The weighted average grant date fair value of RSUs granted during the years ended December 31, 2025, 2024, and 2023, was $96.59, $124.04, and $122.97 per share, respectively. RSUs vested during the year ended December 31, 2025, consisted of 0.2 million service-condition awards and 0.1 million performance-condition awards. RSUs vested during the year ended December 31, 2024, consisted of 0.2 million service-condition awards and 0.2 million performance- and market-condition awards. RSUs vested during the year ended December 31, 2023, consisted of 0.3 million service-condition awards and 0.3 million performance- and market-condition awards. The total grant date fair value of RSUs vested during the years ended December 31, 2025, 2024, and 2023, was $27.7 million, $29.5 million and $31.1 million, respectively.
As of December 31, 2025, unrecognized share-based compensation expenses for service-condition RSUs were $42.8 million and for performance- and market-condition RSUs were $10.5 million, and are expected to amortize over remaining weighted average periods of 2.0 years and 1.6 years, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 12, 2026 | Showing above |
| 2024 | Feb 13, 2025 | |
| 2023 | Feb 15, 2024 | |
| 2022 | Feb 16, 2023 | |
| 2021 | Feb 16, 2022 | |
| 2020 | Feb 23, 2021 | |
| 2019 | Feb 27, 2020 | |
| 2018 | Feb 28, 2019 | |
| 2017 | Feb 28, 2018 | |
| 2016 | Mar 1, 2017 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.