Fossil (FOSL) CEO granted 72,000 shares as performance PRSUs vest

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Fossil Group, Inc. CEO Franco Fogliato reported an acquisition of 72,000 shares of common stock through vesting of performance stock units. These shares relate to a grant of 180,000 performance restricted stock units (PRSUs) awarded on April 15, 2025 under Fossil’s 2024 Long-Term Incentive Plan.

The PRSUs vest annually in three equal installments on a 1-for-1 basis, subject to continued employment and share price performance ranges. On March 3, 2026, the Compensation Committee certified performance high enough to increase the first yearly installment by 20%, resulting in 72,000 shares scheduled to vest on April 15, 2026. Any PRSUs that do not meet performance criteria will be cancelled for no value.

Insider Trade Summary

72,000 shares exercised/converted

Mixed 2 txns

Insider Fogliato Franco

Role CEO

Type	Security	Shares	Price	Value
Exercise	Performance Stock Units	72,000	$0.00	--
Exercise	Common Stock	72,000	$0.00	--

Holdings After Transaction: Performance Stock Units — 198,000 shares (Direct); Common Stock — 2,022,000 shares (Direct)

Footnotes (1)

On April 15, 2025, the Issuer granted 180,000 PRSUs to the reporting person under the 2024 Long-Term Incentive Plan of the issuer. These PRSUs vest into shares of Common Stock of the Issuer on a 1-for-1 basis yearly, in three equal installments, subject to the reporting persons continuous employment with the Issuer through each applicable vesting date. Each yearly vest is subject to an increase in the number of shares to be issued based on the average fair market value of a share of the Common Stock over the last thirty consecutive trading days of the most recent calendar year prior to the vesting date. If the average fair market value is between $3.50 to $4.99, the number of shares to be issued upon an annual vesting of PRSUs will be increased by 20%. If the average fair market value is between $5.00 and $6.49, the number of shares to be issued upon an annual vesting of PRSUs will be increased by 30%. If the average fair market value is $6.50 or above, the number of shares issued upon an annual vesting of PRSUs will be increased by 50%. On March 3, 2026, the Compensation Committee of the Issuers Board of Directors certified that performance was sufficient such that the number of shares to be issued to the reporting person in the first yearly installment upon the April 15, 2026 vesting date will be increased by 20% such that an aggregate of 72,000 shares of Common Stock will be issued upon vesting on such date. PRSUs for which the performance criteria was not met will be cancelled for no value. Each performance restricted stock unit (PRSU) represents a contingent right to receive one share of Fossil Group, Inc. (the Issuer) common stock (the Common Stock).

Form 4 Insider Transactions: What Each Field Means →

03/05/2026 - 05:59 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fogliato Franco

(Last)

(First)

(Middle)

901 S. CENTRAL EXPY

(Street)

RICHARDSON

75080

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Fossil Group, Inc. [ FOSL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/03/2026		M		72,000⁽¹⁾⁽²⁾⁽³⁾	A	⁽¹⁾⁽²⁾⁽³⁾	2,022,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Units	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	03/03/2026		M			72,000	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾⁽³⁾	Common Stock	72,000	⁽¹⁾⁽²⁾⁽³⁾	198,000	D

Explanation of Responses:

1. On April 15, 2025, the Issuer granted 180,000 PRSUs to the reporting person under the 2024 Long-Term Incentive Plan of the issuer.

2. These PRSUs vest into shares of Common Stock of the Issuer on a 1-for-1 basis yearly, in three equal installments, subject to the reporting persons continuous employment with the Issuer through each applicable vesting date. Each yearly vest is subject to an increase in the number of shares to be issued based on the average fair market value of a share of the Common Stock over the last thirty consecutive trading days of the most recent calendar year prior to the vesting date. If the average fair market value is between $3.50 to $4.99, the number of shares to be issued upon an annual vesting of PRSUs will be increased by 20%. If the average fair market value is between $5.00 and $6.49, the number of shares to be issued upon an annual vesting of PRSUs will be increased by 30%. If the average fair market value is $6.50 or above, the number of shares issued upon an annual vesting of PRSUs will be increased by 50%.

3. On March 3, 2026, the Compensation Committee of the Issuers Board of Directors certified that performance was sufficient such that the number of shares to be issued to the reporting person in the first yearly installment upon the April 15, 2026 vesting date will be increased by 20% such that an aggregate of 72,000 shares of Common Stock will be issued upon vesting on such date. PRSUs for which the performance criteria was not met will be cancelled for no value.

4. Each performance restricted stock unit (PRSU) represents a contingent right to receive one share of Fossil Group, Inc. (the Issuer) common stock (the Common Stock).

Remarks:

	/s/ Franco Fogliato	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Fossil (FOSL) report for CEO Franco Fogliato?

Fossil reported that CEO Franco Fogliato acquired 72,000 shares of common stock through the exercise and vesting of performance stock units. These shares stem from a prior PRSU grant and were earned after performance criteria were certified as sufficient by the Compensation Committee.

How many performance stock units were originally granted to the Fossil (FOSL) CEO?

On April 15, 2025, Fossil granted 180,000 performance restricted stock units (PRSUs) to CEO Franco Fogliato under its 2024 Long-Term Incentive Plan. Each PRSU represents a contingent right to receive one share of Fossil common stock if vesting and performance conditions are satisfied.

How do Fossil (FOSL) PRSUs vest for the CEO’s award?

The 180,000 PRSUs vest into Fossil common stock on a 1-for-1 basis in three equal yearly installments. Vesting requires the CEO’s continuous employment through each vesting date and is further adjusted based on Fossil’s average share price before each annual vesting.

What performance conditions affect Fossil (FOSL) PRSU payouts for the CEO?

PRSU payouts increase based on the average Fossil share price over the last 30 trading days of the prior year. If the average is $3.50–$4.99, shares increase 20%; $5.00–$6.49 increases 30%; $6.50 or above increases 50% for that year’s vest.

Why will Fossil (FOSL) CEO receive 72,000 shares on April 15, 2026?

On March 3, 2026, Fossil’s Compensation Committee certified performance such that the first yearly PRSU installment would be increased by 20%. This certification resulted in an aggregate 72,000 shares of common stock to be issued to the CEO on the April 15, 2026 vesting date.

What happens to Fossil (FOSL) PRSUs if performance targets are not met?

PRSUs that fail to meet the required performance criteria are cancelled for no value. Only units tied to certified performance levels convert into Fossil common shares, ensuring unearned awards do not result in stock issuances to the CEO.