Item 1.01. Entry into a Material Definitive Agreement.

On November 30, 2022, Crocs, Inc. (the "Company") and its subsidiaries, Crocs Retail, LLC, Jibbitz, Inc., Colorado Footwear C.V. and Crocs Europe B.V., as borrowers, and the guarantors named therein, entered into the Fifth Amendment to the Second Amended and Restated Credit Agreement (the "Fifth Amendment"), with the lenders party thereto, Bank of America, N.A., London Branch, as alternative currency swing loan lender and PNC Bank, National Association, as administrative agent, U.S. dollar swing loan lender and issuing lender, which amended certain terms of the Second Amended and Restated Credit Agreement, dated July 26, 2019 (as amended, the "Credit Agreement"). The Credit Agreement provides for a senior revolving credit facility for the Company.

Pursuant to the Fifth Amendment, the Credit Agreement was amended to, among other things, (i) increase the total commitments under the PNC Credit Agreement by $150 million to $750 million, with the ability to increase total commitments by up to an additional $250 million (subject to certain conditions), (ii) extend the maturity date of the Credit Agreement to November 30, 2027, (iii) allow for certain alternative currency borrowings and (iv) amend certain other provisions to be more favorable to the Company. There were no material changes in the financial covenants or changes to the interest rates on outstanding borrowings under the Credit Agreement.

The foregoing summary of the Fifth Amendment does not purport to be complete and is subject to and is qualified in its entirety by the terms of the Fifth Amendment, which is attached hereto as Exhibit 10.1, and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

    Exhibit
      No.                                               Description

    10.1**               Fifth Amendment to Second Amended and Restated Credit Agreement, dated
                           November 30, 2022    , by and among Crocs, Inc., Crocs Retail, LLC,
                       Jibbitz, Inc., Colorado Footwear C.V., Crocs Europe B.V., the guarantors
                       named therein, the lenders named therein, Bank of America, N.A., London
                       Branch, as alternative currency swing loan lender and PNC Bank, National
                       Association, as administrative agent, U.S. dollar swing loan lender and
                       issuing lender.

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

** Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to supplementally furnish copies of any omitted schedules and exhibits to the Securities and Exchange Commission upon request.


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