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): October 30, 2019

CROCS, INC.

(Exact name of registrant as specified in its charter)

 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:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §240.12b-2 of this chapter).

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. ¨

On November 4, 2019, Crocs, Inc. (the “Company”) closed its previously announced underwritten public offering (the “Offering”) in which certain investment funds affiliated with The Blackstone Group Inc. (the “Selling Stockholders”) sold 6,864,545 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, to Morgan Stanley & Co. LLC (“Morgan Stanley”) at a price of $35.54 per Share.

In connection with the Offering, the Selling Stockholders and the Company entered into an underwriting agreement, dated as of October 30, 2019 (the “Underwriting Agreement”), with Morgan Stanley. Subject to the terms and conditions stated in the Underwriting Agreement, Morgan Stanley agreed to purchase, and the Selling Stockholders agreed to sell to Morgan Stanley, the number of Shares set forth opposite each Selling Stockholder’s name in Schedule I thereto. The Company did not receive any proceeds from the sale of the Shares by the Selling Stockholders.

The Offering was made pursuant to a prospectus supplement, dated October 30, 2019, to the prospectus, dated October 30, 2019, included in the Company’s registration statement on Form S-3 (File No. 333-234383), which was filed with the Securities and Exchange Commission on October 30, 2019 and which was automatically effective upon filing.

The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Shares by the Selling Stockholders to Morgan Stanley, indemnification and contribution obligations and other terms and conditions typical to agreements of this type.

The above description of the Underwriting Agreement does not purport to be a complete summary of and is subject to and qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

(d)  Exhibits.

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.