As filed with the Securities and Exchange Commission on June 9, 2026
Registration No. 333-239089
Registration No. 333-204841
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT
No. 333-239089
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT
No. 333-204841
UNDER THE SECURITIES ACT OF 1933
______________
CROCS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 20-2164234 | |||||||||||||||||||||||||||||||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||||||||||||||||||||||||||
500 Eldorado Blvd., Building 5 Broomfield, Colorado | 80021 | |||||||||||||||||||||||||||||||||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||||||||||||||||||||||||||||||||
CROCS, INC. 2015 EQUITY INCENTIVE PLAN
CROCS, INC. 2020 EQUITY INCENTIVE PLAN
CROCS, INC. 2026 EQUITY INCENTIVE PLAN
(Full title of the plans)
Sara Hoverstock
Executive Vice President and Chief Legal Officer
Crocs, Inc.
500 Eldorado Blvd., Building 5
Broomfield, Colorado 80021
(Name and address of agent for service)
(303) 848-7000
(Telephone number, including area code, of agent for service)
______________
Copy to:
Jason Day
Jonathan S. Schulman
Perkins Coie LLP
1900 Sixteenth Street, Suite 1400
Denver, Colorado 80202
(303) 291-2300
______________
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.
Large accelerated filer ☒ | Accelerated filer ☐ | |||||||||||||||||||||||||||||||||||||||||||
Non-accelerated filer ☐ | Smaller reporting company ☐ | |||||||||||||||||||||||||||||||||||||||||||
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
On June 9, 2026 (the “Effective Date”), the stockholders of Crocs, Inc. (the “Registrant”) approved the Crocs, Inc. 2026 Equity Incentive Plan (the “2026 Plan”), which replaces the Crocs, Inc. 2020 Equity Incentive Plan (the “2020 Plan”). The total number of shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”), authorized for issuance under the 2026 Plan is 2,200,000 (which are being registered concurrently on a new registration statement on Form S-8), plus (i) shares of Common Stock previously available for issuance and not issued or subject to outstanding awards under the 2020 Plan as of the Effective Date and (ii) shares of Common Stock subject to outstanding awards under the 2020 Plan and the Crocs, Inc. 2015 Equity Incentive Plan as of the Effective Date that subsequently cease to be subject to such awards (other than by reason of exercise or settlement of the awards in vested or nonforfeitable shares), up to a maximum of 3,121,945 shares pursuant to the foregoing clauses (i) and (ii) (the “Prior Plan Shares”).
In accordance with Item 512(a)(1)(iii) of Regulation S-K and Corporation Finance Interpretation 126.43, this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 No. 333-239089 and Post-Effective Amendment No. 2 to Registration Statement on Form S-8 No. 333-204841 (collectively, the “Post-Effective Amendments”) are hereby filed to cover the issuance of the Prior Plan Shares pursuant to the 2026 Plan (other than any outstanding restricted stock awards).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are hereby incorporated by reference in this registration statement:
(a) the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Commission on February 12, 2026;
(b) the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026, filed with the Commission on April 30, 2026; and
(c) the description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on January 24, 2006, including any amendments or reports filed for the purpose of updating such description (including Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K filed with the Commission on February 27, 2020).
All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than any information the Registrant furnishes, rather than files, with the Commission, subsequent to the date of this registration statement and prior to the filing of a post-effective amendment that indicates that all the securities offered hereby have been sold or that deregisters all securities offered hereby then remaining unsold, shall also be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of the filing of such documents with the Commission.
Any statement contained in this registration statement or in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this registration statement modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of such corporation, and, with respect to any criminal actions and proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or contemplated action or suit by or in the right of such corporation, under the same conditions, except that such indemnification is limited to
expenses (including attorneys’ fees) actually and reasonably incurred by such person, and except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim, issue or matter therein, the corporation must indemnify that person against the expenses (including attorneys’ fees) that such officer or director actually and reasonably incurred in connection therewith. The rights provided in Section 145 of the DGCL are not exclusive, and the corporation may also provide for indemnification under bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
The Registrant’s restated certificate of incorporation, as amended, provides that no director is liable to the registrant or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the DGCL. The Registrant’s amended and restated bylaws, as amended, require the Registrant to indemnify its directors and officers to the fullest extent permitted by Delaware law. The Registrant has entered into indemnification agreements with all of its directors and executive officers and has purchased directors’ and officers’ liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
| Exhibit Number | Description | |||||||||||||||||||||||||
| 4.1 | ||||||||||||||||||||||||||
| 4.2 | ||||||||||||||||||||||||||
| 4.3 | ||||||||||||||||||||||||||
| 4.4 | ||||||||||||||||||||||||||
| 5.1 | ||||||||||||||||||||||||||
| 5.2 | ||||||||||||||||||||||||||
| 5.3* | ||||||||||||||||||||||||||
| 10.1 | ||||||||||||||||||||||||||
| 10.2 | ||||||||||||||||||||||||||
| 10.3 | ||||||||||||||||||||||||||
| 23.1* | ||||||||||||||||||||||||||
| 23.2* | Consent of Perkins Coie LLP (included in Exhibit 5.1 (filed herewith) and Exhibits 5.2 and 5.3). | |||||||||||||||||||||||||
| 24.1* | Power of Attorney (see signature page). | |||||||||||||||||||||||||
* Filed herewith.
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);
(b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and
(c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in this registration statement;
provided, however, that the undertakings set forth in paragraphs A(1)(a) and A(1)(b) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement;
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) under the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Broomfield, State of Colorado, on June 9, 2026.
| CROCS, INC. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| By: | /s/ Andrew Rees | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name: Andrew Rees | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Title: Chief Executive Officer | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Andrew Rees and Sara Hoverstock, or either of them, as his or her attorneys-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this registration statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, these Post-Effective Amendments on Form S-8 have been signed by the following persons in the capacities and on the date indicated.
| Signature | Title | Date | ||||||
| /s/ Andrew Rees | Chief Executive Officer and Director (Principal Executive Officer) | June 9, 2026 | ||||||
| Andrew Rees | ||||||||
| /s/ Patraic Reagan | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | June 9, 2026 | ||||||
| Patraic Reagan | ||||||||
| /s/ Thomas J. Smach | Chairman of the Board | June 9, 2026 | ||||||
| Thomas J. Smach | ||||||||
| /s/ Ian M. Bickley | Director | June 9, 2026 | ||||||
| Ian M. Bickley | ||||||||
| /s/ Ronald L. Frasch | Director | June 9, 2026 | ||||||
| Ronald L. Frasch | ||||||||
| /s/ Charisse Ford Hughes | Director | June 9, 2026 | ||||||
| Charisse Ford Hughes | ||||||||
| /s/ Beth J. Kaplan | Director | June 9, 2026 | ||||||
| Beth J. Kaplan | ||||||||
| /s/ John B. Replogle | Director | June 9, 2026 | ||||||
| John B. Replogle | ||||||||
| /s/ Neeraj S. Tolmare | Director | June 9, 2026 | ||||||
| Neeraj S. Tolmare | ||||||||
| /s/ Douglas J. Treff | Director | June 9, 2026 | ||||||
| Douglas J. Treff | ||||||||