Form 8-K

8-K — Crocs, Inc.

Accession: 0001334036-26-000050

Filed: 2026-07-30

Period: 2026-07-30

CIK: 0001334036

SIC: 3021 (RUBBER & PLASTICS FOOTWEAR)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — crox-20260730.htm (Primary)

EX-99.1 (croxq22026-pressrelease.htm)

GRAPHIC (crocslogogreen.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: crox-20260730.htm · Sequence: 1

crox-20260730

0001334036false00013340362026-07-302026-07-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 30, 2026

CROCS, INC.

(Exact name of registrant as specified in its charter)

Delaware

0-51754

20-2164234

(State or other jurisdiction

(Commission File Number)

(I.R.S. Employer

of incorporation)

Identification No.)

500 Eldorado Blvd., Building 5

Broomfield,

Colorado

80021

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (303) 848-7000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class: Trading symbol: Name of each exchange on which registered:

Common Stock, par value $0.001 per share CROX The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.45) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On July 30, 2026, Crocs, Inc. (the “Company”) issued a press release reporting its results of operations for the three and six months ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 8.01. Other Events.

On July 30, 2026, the Company also announced that its Board of Directors (the “Board”) authorized the increase of the Company’s existing common stock repurchase authorization by $1.5 billion. Including this increase, approximately $2.0 billion remains available for repurchase under the Company’s common stock repurchase authorization as of the date of this Current Report on Form 8-K.

The number, price, structure and timing of the repurchases, if any, will be at the Company’s sole discretion and future repurchases will be evaluated by the Company depending on market conditions, liquidity needs, restrictions under the Company’s debt arrangements, and other factors. Share repurchases may be made in the open market or in privately negotiated transactions. The repurchase authorization does not have an expiration date and does not oblige the Company to acquire any particular amount of the Company’s common stock. The Board may suspend, modify, or terminate the repurchase program at any time without prior notice.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

99.1

Crocs, Inc. press release dated July 30, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CROCS, INC.

Date: July 30, 2026

By:

/s/ Patraic Reagan

Patraic Reagan

Executive Vice President and Chief Financial Officer

EX-99.1

Filename: croxq22026-pressrelease.htm · Sequence: 2

Document

Exhibit 99.1

Investor Contact:

Abigail Ritter, Crocs, Inc.

(302) 265-0922

aritter@crocs.com

PR Contact: Melissa Layton, Crocs, Inc.

(303) 848-7885

mlayton@crocs.com

Crocs, Inc. Reports Record Second Quarter 2026 Results; Raises Full-Year 2026 Outlook

•Full-Year 2026 Outlook Raised On Both The Top- And Bottom-Line

•Crocs Brand Surpasses $1 Billion In Quarterly Revenue For The First Time

•Share Repurchase Authorization Increased By $1.5 Billion To Approximately $2 Billion

___________________________________________________________________________

BROOMFIELD, COLORADO — July 30, 2026 — Crocs, Inc. (NASDAQ: CROX), a world leader in innovative casual footwear for all, today announced its second quarter 2026 financial results.

“We are pleased to have delivered a stronger-than-expected second quarter, highlighted by record enterprise revenue, including the Crocs Brand surpassing $1 billion in quarterly revenue for the first time ever. Our results reflect broad consumer demand across both brands, healthy direct-to-consumer growth, and strong consumer response to new product innovation. Based on our strong first half performance, we are again raising our full-year top- and bottom-line guidance,” said Andrew Rees, Chief Executive Officer.

Mr. Rees continued, “Supported by our strong cash flow generation, we remain committed to balancing investment in our brands with disciplined capital allocation, including share repurchase and debt paydown. Reflecting our confidence in the business and future cash-flow generation, we have expanded our share repurchase authorization as we aim to further return meaningful value to shareholders.”

Amounts referred to as “Adjusted” or “Non-GAAP” are Non-GAAP measures and include adjustments that are described under the heading “Reconciliation of GAAP Measures to Non-GAAP Measures.” A reconciliation of these amounts to their GAAP counterparts is contained in the schedules below.

Second Quarter 2026 Operating Results (Compared to the Same Period Last Year)

•Consolidated revenues were $1,179 million, an increase of 2.6%, or 2.0% on a constant currency basis. Direct-to-consumer (“DTC”) revenues grew 12.0%, or 11.3% on a constant currency basis. Wholesale revenues decreased 7.2%, or 7.6% on a constant currency basis.

•Gross margin was 59.4% compared to 61.7%. Adjusted gross margin decreased 170 basis points to 60.0% compared to 61.7%.

•Selling, general, and administrative expenses (“SG&A”) of $415 million decreased 63.5% from $1,136 million, and represented 35.2% of revenues compared to 98.9%. The decrease in SG&A is largely driven by noncash impairment charges related to the indefinite-lived HEYDUDE trademark and HEYDUDE Brand reporting unit goodwill of $430 million and $307 million, respectively, during the three months ended June 30, 2025. Adjusted SG&A increased 3.1% to $412 million, and represented 34.9% of revenues compared to 34.7%.

•Income from operations of $286 million compared to loss from operations of $428 million resulted in operating margin of 24.2% compared to operating margin loss of 37.2%. The prior year loss from operations is driven by asset impairments, as described above. Adjusted income from operations of $296 million decreased 4.5% from $309 million, resulting in adjusted operating margin of 25.1% compared to 26.9%.

•Diluted earnings per share of $4.13 compared to diluted loss per share of $8.82. The prior year loss per share is driven by asset impairments, as described above. Adjusted diluted earnings per share of $4.55 increased 7.6% from $4.23.

•During the quarter, we repaid $31 million of debt. We repurchased approximately 2.3 million shares for $251 million at the average share price of $106.87. At quarter-end, approximately $496 million of share repurchase authorization remained available for future repurchases.

Second Quarter 2026 Brand Summary (Compared to the Same Period Last Year)

•Crocs Brand: Revenues increased 4.3% to $1.0 billion, or 3.7% on a constant currency basis.

◦Channel

▪DTC revenues increased 12.9% to $559 million, or 12.0% on a constant currency basis.

▪Wholesale revenues decreased 5.0% to $441 million, or 5.4% on a constant currency basis.

◦Geography

▪North America revenues increased 0.4% to $459 million, or 0.4% on a constant currency basis.

▪International revenues increased 7.8% to $542 million, or 6.6% on a constant currency basis.

•HEYDUDE Brand: Revenues decreased 5.7% to $179 million, or 5.8% on a constant currency basis.

◦Channel

▪DTC revenues increased 7.2% to $96 million or 7.1% on a constant currency basis.

▪Wholesale revenues decreased 17.2% to $83 million, or 17.4% on a constant currency basis.

Balance Sheet and Cash Flow (June 30, 2026, as compared to June 30, 2025)

•Cash and cash equivalents were $170 million compared to $201 million.

•Inventories were $389 million compared to $405 million.

•Total borrowings were $1.31 billion compared to $1.38 billion.

•Capital expenditures were $39 million compared to $32 million.

Crocs, Inc. Upsizes Share Repurchase Authorization To $2.0 Billion

On July 27, 2026, the Board approved a $1.5 billion increase to our share repurchase authorization, after which approximately $2.0 billion remained available for future common stock repurchases.

Financial Outlook

Full Year 2026

For 2026, we expect:

•Revenues to be up approximately 1% to 2% compared to full year 2025, up from our previous guidance of down 1% to up 1%, at currency rates as of July 27, 2026.

◦Crocs Brand to be up approximately 2% to 3% compared to full year 2025, up from our previous guidance of flat to up 2%.

◦HEYDUDE Brand to be down approximately 4% to 2% compared to full year 2025, up from our previous guidance of down 7% to 5%.

•Non-GAAP adjustments to be approximately $25 million primarily associated with our cost reduction initiatives.

•Adjusted operating margin to expand modestly from 22.3%.

•GAAP effective tax rate to be approximately 23% and adjusted effective tax rate to be approximately 18%.

•Adjusted diluted earnings per share to be in the range of $13.70 to $14.00, up from our previous guidance range of $13.20 to $13.75. Adjusted diluted earnings per share guidance does not assume any impact from potential future share repurchases.

•Capital expenditures of $70 million to $80 million.

Third Quarter 2026

For the third quarter of 2026, we expect:

•Revenues to be approximately flat compared to the third quarter of 2025, at currency rates as of July 27, 2026.

◦Crocs Brand to be up approximately 1% compared to the third quarter of 2025.

◦HEYDUDE Brand to be down approximately 3% to flat compared to the third quarter of 2025.

•Adjusted operating margin to be approximately 21.5%.

•Adjusted diluted earnings per share to be in the range of $3.20 to $3.30. Adjusted diluted earnings per share guidance does not assume any impact from potential future share repurchases.

Conference Call Information

A conference call to discuss second quarter results is scheduled for today, Thursday, July 30, 2026, at 8:30 am ET. To receive conference call details, please register at the Investor Relations section of the Crocs website, investors.crocs.com. The webcast will also be available live and on replay through July 30, 2027, at this site.

About Crocs, Inc.:

Crocs, Inc. (Nasdaq: CROX), headquartered in Broomfield, Colorado, is a world leader in innovative casual footwear for all, combining comfort and style with a value that consumers know and love. The Company's brands include Crocs and HEYDUDE, and its products are sold in more than 85 countries through wholesale and direct-to-consumer channels. For more information on Crocs, Inc. visit investors.crocs.com. To learn more about our brands, visit www.crocs.com or www.heydude.com. Individuals can also visit https://investors.crocs.com/news-and-events/ and follow both Crocs and HEYDUDE on their social platforms.

Forward Looking Statements

This press release includes estimates, projections, and statements relating to our business plans, commitments, objectives, and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

These statements include, but are not limited to, statements regarding our financial condition, brand and liquidity outlook, and expectations regarding our future financial results, share repurchases, our strategy, plans, objectives, expectations (financial or otherwise) and intentions, future financial results and growth potential, statements regarding future financial outlook and future profitability, cash flows, and brand strength, anticipated product portfolio and our ability to deliver sustained, highly profitable growth and create significant shareholder value. These statements involve known and unknown risks, uncertainties, and other factors, which may cause our actual results, performance, or achievements to be materially different from any future results, performances, or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include the factors described in our most recent Annual Report on Form 10-K under the heading "Risk Factors" and our subsequent filings with the Securities and Exchange Commission. Readers are encouraged to review that section and all other disclosures appearing in our filings with the Securities and Exchange Commission.

All information in this document speaks only as of July 30, 2026. We do not undertake any obligation to update publicly any forward-looking statements, whether as a result of the receipt of new information, future events, or otherwise, except as required by applicable law.

Category:Investors

CROCS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands, except per share data)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenues

$ 1,179,468 $ 1,149,373 $ 2,100,925 $ 2,086,706

Cost of sales

478,761 440,537 877,273 836,321

Gross profit

700,707 708,836 1,223,652 1,250,385

Selling, general and administrative expenses

415,029 1,136,352 737,130 1,454,927

Income (loss) from operations

285,678 (427,516) 486,522 (204,542)

Foreign currency (losses) gains, net

(2,302) 434 (3,927) 5,307

Interest income

583 371 918 704

Interest expense

(19,909) (22,523) (40,368) (45,289)

Other (expense) income, net

(127) 627 (378) 152

Income (loss) before income taxes

263,923 (448,607) 442,767 (243,668)

Income tax expense

59,036 43,675 100,324 88,511

Net income (loss)

$ 204,887 $ (492,282) $ 342,443 $ (332,179)

Net income (loss) per common share:

Basic

$ 4.17 $ (8.82) $ 6.89 $ (5.94)

Diluted

$ 4.13 $ (8.82) $ 6.83 $ (5.94)

Weighted average common shares outstanding:

Basic

49,115 55,783 49,695 55,946

Diluted

49,628 55,783 50,164 55,946

CROCS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share and par value amounts)

June 30,

2026 December 31,

2025

ASSETS

Current assets:

Cash and cash equivalents

$ 170,276 $ 130,354

Accounts receivable, net of allowances of $38,848 and $28,136, respectively

430,297 278,191

Inventories

389,212 368,687

Income taxes receivable

4,924 32,782

Other receivables

22,892 22,082

Prepaid expenses and other assets

67,005 53,787

Total current assets

1,084,606 885,883

Property and equipment, net of accumulated depreciation of $239,780 and $209,873, respectively

246,078 238,191

Intangible assets, net

1,317,707 1,324,680

Goodwill

404,643 404,689

Deferred tax assets, net

911,346 935,054

Restricted cash

3,555 3,557

Right-of-use assets

337,548 338,669

Other assets

50,796 44,027

Total assets

$ 4,356,279 $ 4,174,750

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ 262,511 $ 266,090

Accrued expenses and other liabilities

306,066 300,959

Income taxes payable

69,308 47,308

Current operating lease liabilities

90,144 85,772

Total current liabilities

728,029 700,129

Deferred tax liabilities, net

861 882

Long-term income taxes payable

639,580 649,057

Long-term borrowings

1,307,658 1,230,885

Long-term operating lease liabilities 291,400 297,192

Other liabilities

4,077 3,322

Total liabilities

2,971,605 2,881,467

Commitments and contingencies

Stockholders’ equity:

Common stock, par value $0.001 per share, 250.0 million shares authorized, 111.0 million and 110.7 million issued, 48.1 million and 50.2 million outstanding, respectively

111 111

Treasury stock, at cost, 62.9 million and 60.5 million shares, respectively

(3,296,549) (3,040,416)

Additional paid-in capital

921,457 896,605

Retained earnings

3,823,081 3,480,638

Accumulated other comprehensive loss

(63,426) (43,655)

Total stockholders’ equity

1,384,674 1,293,283

Total liabilities and stockholders’ equity

$ 4,356,279 $ 4,174,750

CROCS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

Six Months Ended June 30,

2026 2025

Cash flows from operating activities:

Net income (loss)

$ 342,443 $ (332,179)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization

40,286 38,011

Operating lease cost

56,581 49,738

Share-based compensation

24,852 20,036

Asset impairments

3,301 738,115

Deferred taxes

(53) 13,956

Other non-cash items

8,531 8,428

Changes in operating assets and liabilities:

Accounts receivable

(154,913) (147,242)

Inventories

(22,832) (49,824)

Prepaid expenses and other assets

(21,297) (12,160)

Accounts payable, accrued expenses and other liabilities

1,604 (26,467)

Right-of-use assets and operating lease liabilities

(56,764) (49,821)

Income taxes

49,029 (32,026)

Cash provided by operating activities

270,768 218,565

Cash flows from investing activities:

Purchases of property, equipment, and software

(38,729) (31,946)

Cash used in investing activities

(38,729) (31,946)

Cash flows from financing activities:

Proceeds from borrowings

295,000 539,000

Repayments of borrowings

(223,000) (514,000)

Repurchases of common stock, including excise tax

(256,157) (194,137)

Repurchases of common stock for tax withholding

(3,238) (4,104)

Cash used in financing activities

(187,395) (173,241)

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

(4,724) 7,125

Net change in cash, cash equivalents, and restricted cash

39,920 20,503

Cash, cash equivalents, and restricted cash—beginning of period

133,911 183,678

Cash, cash equivalents, and restricted cash—end of period

$ 173,831 $ 204,181

CROCS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES

In addition to financial measures presented on the basis of accounting principles generally accepted in the United States of America (“GAAP”), we present "Non-GAAP gross profit," “Non-GAAP gross margin,” “Non-GAAP gross margin by brand,” "Non-GAAP selling, general, and administrative expenses,” “Non-GAAP selling, general and administrative expenses as a percent of revenues,” “Non-GAAP income from operations,” “Non-GAAP operating margin,” “Non-GAAP income before income taxes,” “Non-GAAP income tax expense,” “Non-GAAP effective tax rate,” “Non-GAAP net income,” and “Non-GAAP basic and diluted net income per common share," which are non-GAAP financial measures. We also present future period guidance for “Non-GAAP operating margin,” “Non-GAAP effective tax rate,” “Non-GAAP diluted earnings per share,” and “Free cash flow.” We also present a long-term target for ‘Net leverage.’ Non-GAAP results exclude the impact of items that management believes affect the comparability or underlying business trends in our condensed consolidated financial statements in the periods presented.

We also present certain information related to our current period results of operations through “constant currency,” which is a non-GAAP financial measure and should be viewed as a supplement to our results of operations and presentation of reportable segments under GAAP. Constant currency represents current period results that have been retranslated using exchange rates used in the prior year comparative period to enhance the visibility of the underlying business trends excluding the impact of foreign currency exchange rate fluctuations.

Management uses non-GAAP results to assist in comparing business trends from period to period on a consistent basis in communications with the board of directors, stockholders, analysts, and investors concerning our financial performance. We believe that these non-GAAP measures, in addition to corresponding GAAP measures, are useful to investors and other users of our condensed consolidated financial statements as an additional tool for evaluating operating performance and trends by providing meaningful information about operations compared to our peers by excluding the impacts of various differences. The calculation of our non-GAAP financial metrics may vary from company to company. As a result, our calculation of these metrics may not be comparable to similarly titled metrics used by other companies.

Management believes Non-GAAP gross profit, Non-GAAP gross margin, and Non-GAAP gross margin by brand are useful performance measures for investors because they provide investors with a means of comparing these measures between periods without the impact of certain expenses that we believe are not indicative of our routine cost of sales. Our routine cost of sales includes core product costs and distribution expenses primarily related to receiving, inspecting, warehousing, and packaging product and transportation costs associated with delivering products from distribution centers. Costs not indicative of our routine cost of sales may or may not be recurring in nature and include costs to expand and transition to new distribution centers.

Management believes Non-GAAP selling, general and administrative expenses and Non-GAAP selling, general and administrative expenses as a percent of revenues are useful performance measures for investors because they provide a more meaningful comparison to prior periods and may be indicative of the level of such expenses to be incurred in future periods. These measures exclude the impact of certain expenses not related to our normal operations that are expected to be non-recurring in nature, such as impairment charges.

Non-GAAP income from operations and Non-GAAP operating margin reflect the impact of Non-GAAP gross profit and Non-GAAP selling, general, and administrative expenses, as discussed above. We believe these are useful performance measures for investors because they provide a basis to compare performance in the period to prior periods.

Non-GAAP income before income taxes reflects the impact of Non-GAAP income from operations, as discussed above. We believe this is a useful performance measure for investors because it provides a basis to compare performance in the period to prior periods.

Management believes Non-GAAP income tax expense is a useful performance measure for investors because it provides a basis to compare our tax rates to historical tax rates, and because the adjustment is necessary in order to calculate Non-GAAP net income.

Management believes Non-GAAP effective tax rate is a useful performance measure for investors because it provides an ongoing effective tax rate that they can use for historical comparisons and forecasting.

Management believes Non-GAAP net income is a useful performance measure for investors because it focuses on underlying operating results and trends and improves the comparability of our results to prior periods. This measure reflects the impact of

Non-GAAP gross profit, Non-GAAP selling, general, and administrative expenses, and Non-GAAP income tax expense, as described above.

Management believes Non-GAAP basic and diluted net income per common share are useful performance measures for investors because they focus on underlying operating results and trends and improve the comparability of our results to prior periods. These measures reflect the impact of Non-GAAP gross profit, Non-GAAP selling, general, and administrative expenses, and Non-GAAP income tax expense, as described above.

Management believes Net leverage is a useful performance measure for investors because it provides a measure of our financial strength and liquidity.

Free cash flow is calculated as ‘Cash provided by operating activities’ less ‘Purchases of property, equipment, and software.’ Management believes free cash flow is useful for investors because it provides a clear measure of our ability to generate cash for discretionary uses such as funding growth opportunities, repurchasing shares, and reducing debt.

For the three and six months ended June 30, 2026, management believes it is helpful to evaluate our results excluding the impacts of various adjustments relating to special or non-recurring items. Investors should not consider these non-GAAP measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

CROCS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES

(UNAUDITED)

Non-GAAP gross profit and gross margin reconciliation:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands)

GAAP revenues $ 1,179,468 $ 1,149,373 $ 2,100,925 $ 2,086,706

GAAP gross profit $ 700,707 $ 708,836 $ 1,223,652 $ 1,250,385

Distributor takeback costs (1)

4,356 — 4,356 —

Distribution centers (2)

2,355 — 3,733 —

Other 49 — 118 —

Total adjustments 6,760 — 8,207 —

Non-GAAP gross profit $ 707,467 $ 708,836 $ 1,231,859 $ 1,250,385

GAAP gross margin

59.4 % 61.7 % 58.2% 59.9 %

Non-GAAP gross margin

60.0 % 61.7 % 58.6% 59.9 %

(1) Relates to the takeback of a distributor in Malaysia.

(2) Relates to the transition away from a third-party logistics provider for the HEYDUDE Brand, software transition costs at our Crocs Brand distribution center in Dayton, Ohio, and other distribution center related transition costs.

Non-GAAP gross margin reconciliation by brand:

Crocs Brand:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

GAAP Crocs Brand gross margin 62.6 % 64.1 % 61.2% 62.6 %

Non-GAAP adjustments:

Distributor takeback costs (1)

0.4 % — % 0.3 % — %

Distribution centers (2)

0.1 % — % 0.1 % — %

Other

less than 0.1% — % less than 0.1% — %

Non-GAAP Crocs Brand gross margin 63.1 % 64.1 % 61.6 % 62.6 %

(1) Relates to the takeback of a distributor in Malaysia.

(2) Relates to software transition costs at our Crocs Brand distribution center in Dayton, Ohio and other distribution center related transition costs.

HEYDUDE Brand:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

GAAP HEYDUDE Brand gross margin 43.1 % 50.2 % 43.5 % 48.5 %

Non-GAAP adjustments:

Distribution centers (1)

0.6 % — % 0.6 % — %

Non-GAAP HEYDUDE Brand gross margin 43.7 % 50.2 % 44.1 % 48.5 %

(1) Relates to the transition away from a third-party logistics provider.

Non-GAAP selling, general and administrative reconciliation:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands)

GAAP revenues $ 1,179,468 $ 1,149,373 $ 2,100,925 $ 2,086,706

GAAP selling, general and administrative expenses $ 415,029 $ 1,136,352 $ 737,130 $ 1,454,927

Impairment of indefinite-lived trademark (1)

— (430,000) — (430,000)

Impairment of goodwill (2)

— (307,000) — (307,000)

Charges incurred in connection with cost savings initiatives

(2,924) — (4,583) —

Impairment of leasehold improvement assets (3)

— — (3,301) —

Severance costs (4)

(310) — 1,260

Other 38 — 38 —

Total adjustments (3,196) (737,000) (6,586) (737,000)

Non-GAAP selling, general and administrative expenses (5)

$ 411,833 $ 399,352 $ 730,544 $ 717,927

GAAP selling, general and administrative expenses as a percent of revenues 35.2 % 98.9 % 35.1 % 69.7 %

Non-GAAP selling, general and administrative expenses as a percent of revenues 34.9 % 34.7 % 34.8 % 34.4 %

(1) Represents an impairment of the HEYDUDE indefinite-lived trademark.

(2) Represents an impairment of the HEYDUDE Brand reporting unit goodwill.

(3) Represents impairment charges for certain HEYDUDE leasehold improvement assets.

(4) Represents operational workforce reduction charges incurred in connection with cost savings initiatives in the three months ended June 30, 2026. Additionally, the six months ended June 30, 2026, includes a change in estimate for severance costs recorded as of December 31, 2025.

(5) Non-GAAP selling, general and administrative expenses are presented gross of tax.

Non-GAAP income from operations and operating margin reconciliation:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands)

GAAP revenues $ 1,179,468 $ 1,149,373 $ 2,100,925 $ 2,086,706

GAAP income (loss) from operations

$ 285,678 $ (427,516) $ 486,522 $ (204,542)

Non-GAAP gross profit adjustments (1)

6,760 — 8,207 —

Non-GAAP selling, general and administrative expenses adjustments (2)

3,196 737,000 6,586 737,000

Non-GAAP income from operations $ 295,634 $ 309,484 $ 501,315 $ 532,458

GAAP operating margin 24.2 % (37.2) % 23.2 % (9.8) %

Non-GAAP operating margin 25.1 % 26.9 % 23.9 % 25.5 %

(1) See 'Non-GAAP gross profit and gross margin reconciliation' above for more details.

(2) See 'Non-GAAP selling, general and administrative expenses and selling, general and administrative expenses as a percent of revenues reconciliation' above for more details.

Non-GAAP income tax expense and effective tax rate reconciliation:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands)

GAAP income (loss) from operations

$ 285,678 $ (427,516) $ 486,522 $ (204,542)

GAAP income (loss) before income taxes

263,923 (448,607) 442,767 (243,668)

Non-GAAP income from operations (1)

$ 295,634 $ 309,484 $ 501,315 $ 532,458

GAAP non-operating income (expense):

Foreign currency (losses) gains, net (2,302) 434 (3,927) 5,307

Interest income 583 371 918 704

Interest expense (19,909) (22,523) (40,368) (45,289)

Other (expense) income, net (127) 627 (378) 152

Non-GAAP income before income taxes $ 273,879 $ 288,393 $ 457,560 $ 493,332

GAAP income tax expense

$ 59,036 $ 43,675 $ 100,324 $ 88,511

Tax effect of non-GAAP operating adjustments 2,273 29,942 2,406 29,942

Impact of intra-entity IP transactions (2)

(13,104) (22,701) (22,283) (32,273)

Non-GAAP income tax expense $ 48,205 $ 50,916 $ 80,447 $ 86,180

GAAP effective income tax rate 22.4 % (9.7) % 22.7 % (36.3) %

Non-GAAP effective income tax rate 17.6 % 17.7 % 17.6 % 17.5 %

(1) See ‘Non-GAAP income from operations and operating margin reconciliation’ above for more details.

(2) In the fourth quarter of 2024, and previously in 2023, 2021, and 2020, we made changes to our international legal structure, including an intra-entity transaction related to certain intellectual property rights, primarily to align with current and future international operations. The transactions resulted in a step-up in the tax basis of intellectual property rights and correlated increases in foreign deferred tax assets based on the fair value of the transferred intellectual property rights. This adjustment represents the current period impact of these transactions.

Non-GAAP net income per share reconciliation:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands, except per share data)

Numerator:

GAAP net income (loss)

$ 204,887 $ (492,282) $ 342,443 $ (332,179)

Non-GAAP gross profit adjustments (1)

6,760 — 8,207 —

Non-GAAP selling, general and administrative expenses adjustments (2)

3,196 737,000 6,586 737,000

Non-GAAP other income adjustment

— — — (842)

Tax effect of non-GAAP adjustments (3)

10,831 (7,241) 19,877 2,331

Non-GAAP net income

$ 225,674 $ 237,477 $ 377,113 $ 406,310

Denominator:

GAAP weighted average common shares outstanding - basic

49,115 55,783 49,695 55,946

Plus: GAAP dilutive effect of stock options and unvested restricted stock units 513 — 469 —

GAAP weighted average common shares outstanding - diluted

49,628 55,783 50,164 55,946

GAAP weighted average common shares outstanding - basic

55,783 55,946

Plus: dilutive effect of stock options and unvested restricted stock units 365 379

Non-GAAP weighted average common shares outstanding - diluted 56,148 56,325

GAAP net income (loss) per common share:

Basic $ 4.17 $ (8.82) $ 6.89 $ (5.94)

Diluted $ 4.13 $ (8.82) $ 6.83 $ (5.94)

Non-GAAP net income per common share:

Basic $ 4.59 $ 4.26 $ 7.59 $ 7.26

Diluted $ 4.55 $ 4.23 $ 7.52 $ 7.21

(1) See 'Non-GAAP gross profit and gross margin reconciliation' above for more information.

(2) See 'Non-GAAP selling, general and administrative expenses and selling, general and administrative expenses as a percent of revenues reconciliation' above for more information.

(3) See ‘Non-GAAP income tax expense (benefit) and effective tax rate reconciliation’ above for more information.

Free cash flow reconciliation:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands)

Cash provided by operating activities

$ 351,702 $ 285,800 $ 270,768 $ 218,565

Purchases of property, equipment, and software

(20,729) (16,571) (38,729) (31,946)

Free cash flow $ 330,973 $ 269,229 $ 232,039 $ 186,619

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL GUIDANCE

Full Year 2026:

Approximately:

Non-GAAP operating margin reconciliation:

GAAP operating margin

>21.7%

Non-GAAP adjustments (1)

0.6%

Non-GAAP operating margin

>22.3%

Non-GAAP effective tax rate reconciliation:

GAAP effective tax rate

23%

Non-GAAP adjustments (2)

(5)%

Non-GAAP effective tax rate

18%

Non-GAAP diluted earnings per share reconciliation:

GAAP diluted earnings per share

$12.47 to $12.77

Non-GAAP adjustments (1)(2)

$1.23

Non-GAAP diluted earnings per share

$13.70 to $14.00

(1) During 2026, we expect to incur approximately $25 million of non-GAAP adjustments, primarily associated with our cost reduction initiatives. This estimate does not include the receipt of potential IEEPA tariff refunds, as we are not able to predict the timing quarter-by-quarter. We plan to recognize IEEPA tariff refunds when they are realized or considered realizable, in accordance with the gain contingency model.

Non-GAAP Financial Guidance

Our forward-looking guidance for consolidated “adjusted operating margin” and “adjusted diluted earnings per share” represents non-GAAP financial measures that excludes or otherwise has been adjusted for special items from our U.S. GAAP financial statements. We consider these items to be necessary adjustments for purposes of evaluating our ongoing business performance and are often considered non-recurring. Such adjustments are subjective and involve significant management judgment.

While we are able to estimate full year non-GAAP adjustments, we are unable to reconcile forward-looking adjusted measures to their nearest U.S. GAAP measure quarter-by-quarter because we are unable to predict the timing of these adjustments with a reasonable degree of certainty. By their very nature, special and other non-core items are difficult to anticipate with precision because they are generally associated with unexpected and unplanned events that impact our company and its financial results. Therefore, we are unable to provide a reconciliation of these measures for the guidance related to the third quarter of 2026 without unreasonable efforts.

CROCS, INC. AND SUBSIDIARIES

REVENUES BY SEGMENT, CHANNEL, AND GEOGRAPHY

(UNAUDITED)

Three Months Ended June 30,

Six Months Ended June 30,

% Change

Constant Currency

% Change (1)

Favorable (Unfavorable)

2026 2025 2026 2025

Q2 2026-2025

YTD 2026-2025

Q2 2026-2025

YTD 2026-2025

($ in thousands)

Crocs Brand:

North America:

Wholesale $ 152,549 $ 166,528 $ 290,946 $ 337,210 (8.4) % (13.7) % (8.4) % (13.8) %

Direct-to-consumer 306,184 290,602 513,713 488,437 5.4 % 5.2 % 5.4 % 5.1 %

Total North America (2)

458,733 457,130 804,659 825,647 0.4 % (2.5) % 0.4 % (2.6) %

International:

Wholesale 288,950 298,151 596,375 604,274 (3.1) % (1.3) % (3.7) % (3.8) %

Direct-to-consumer 252,754 204,309 366,819 291,278 23.7 % 25.9 % 21.6 % 22.3 %

Total International 541,704 502,460 963,194 895,552 7.8 % 7.6 % 6.6 % 4.8 %

Total Crocs Brand $ 1,000,437 $ 959,590 $ 1,767,853 $ 1,721,199 4.3 % 2.7 % 3.7 % 1.2 %

Crocs Brand:

Wholesale $ 441,499 $ 464,679 $ 887,321 $ 941,484 (5.0) % (5.8) % (5.4) % (7.4) %

Direct-to-consumer 558,938 494,911 880,532 779,715 12.9 % 12.9 % 12.0 % 11.5 %

Total Crocs Brand 1,000,437 959,590 1,767,853 1,721,199 4.3 % 2.7 % 3.7 % 1.2 %

HEYDUDE Brand:

Wholesale 82,564 99,760 165,966 210,453 (17.2) % (21.1) % (17.4) % (21.8) %

Direct-to-consumer 96,467 90,023 167,106 155,054 7.2 % 7.8 % 7.1 % 7.7 %

Total HEYDUDE Brand (3)

179,031 189,783 333,072 365,507 (5.7) % (8.9) % (5.8) % (9.4) %

Total consolidated revenues $ 1,179,468 $ 1,149,373 $ 2,100,925 $ 2,086,706 2.6 % 0.7 % 2.0 % (0.6) %

(1) Reflects year over year change as if the current period results were in constant currency, which is a non-GAAP financial measure. See ‘Reconciliation of GAAP Measures to Non-GAAP Measures’ above for more information.

(2) North America includes the United States and Canada.

(3) The vast majority of HEYDUDE Brand revenues are derived from North America.

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