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Fossil Group people chief holds 20,000 common shares

Annual vesting adjustments range from 20% to 50%, depending on the specified average fair market value of Fossil Group common stock.

(Moderate)

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Form Type
3

Rhea-AI Filing Summary

Fossil Group, Inc. Chief People Officer Shannon Rebecca Freeze reported direct holdings of 20,000 common shares and performance stock units tied to 150,000 common shares. A footnote says 100,000 PRSUs granted April 15, 2026 vest in three equal yearly installments, with the shares issued at each vest subject to upward adjustments based on specified average fair market value thresholds.

Insider Freeze Shannon Rebecca
Role Chief People Officer
Type Security Shares Price Value
holding Performance Stock Units F2 -- -- --
holding Common Stock F1 -- -- --
Holdings After Transaction: Performance Stock Units — 150,000 contracts (Direct); Common Stock — 20,000 shares (Direct)
Footnotes (2)
  1. F1. Restricted Stock Units subject to a vesting schedule.
  2. F2. On April 15, 2026, the Issuer granted 100,000 PRSUs to the reporting person under the Issuers 2024 Long-Term Incentive Plan. These PRSUs will vest into shares of Common Stock of the Issuer on a 1-for-1 basis yearly, in three equal installments. 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 $4.25 to $5.99, 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 $6.00 and $7.74, 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 $7.75 or above, the number of shares issued upon an annual vesting of PRSUs will be increased by 50%.
Direct common shares held 20,000 shares Reported October 5, 2026
Common shares underlying performance stock units 150,000 shares Reported October 5, 2026
PRSUs granted 100,000 PRSUs Granted April 15, 2026
Vesting installments 3 equal installments Yearly vesting
Average fair market value threshold $4.25 to $5.99 per share Annual vest share increase of 20%
Average fair market value threshold $6.00 to $7.74 per share Annual vest share increase of 30%
Average fair market value threshold $7.75 or above per share Annual vest share increase of 50%
Performance Stock Units financial
"Performance Stock Units subject to a vesting schedule"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
PRSUs financial
"the Issuer granted 100,000 PRSUs"
A PRSU is a type of employee equity award that turns into actual company shares only if preset performance goals are met over a specified time. Think of it like a prize that only pays out when a team hits agreed targets; investors watch PRSUs because they tie management pay to results, can increase the number of shares outstanding when paid, and therefore affect shareholder value and incentives.
vesting schedule financial
"Restricted Stock Units subject to a vesting schedule"
A vesting schedule is a timeline that determines when someone gains full ownership of certain benefits, such as company stock or retirement contributions. Think of it like earning the right to own a gift gradually over time, rather than receiving it all at once. It matters to investors because it affects when they can fully access or sell these benefits, influencing their financial planning and decision-making.
2024 Long-Term Incentive Plan financial
"under the Issuers 2024 Long-Term Incentive Plan"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Fossil Group (FOSL) common shares does Shannon Rebecca Freeze directly hold?

Shannon Rebecca Freeze reported 20,000 common shares held directly.

How do Shannon Rebecca Freeze's Fossil Group PRSUs vest?

100,000 PRSUs granted April 15, 2026 vest in three equal yearly installments. The number of shares issued at each annual vest increases by 20% if the average fair market value is $4.25 to $5.99, by 30% if it is $6.00 to $7.74, and by 50% if it is $7.75 or above. The average is measured over the last thirty consecutive trading days of the most recent calendar year before vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Freeze Shannon Rebecca

(Last)(First)(Middle)
901 S. CENTRAL EXPY

(Street)
RICHARDSON TEXAS 75080

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
10/05/2026
3. Issuer Name and Ticker or Trading Symbol
Fossil Group, Inc. [ FOSL ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief People Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock20,000(1)D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Units (2) (2)Common Stock150,000(2)(2)D
Explanation of Responses:
1. Restricted Stock Units subject to a vesting schedule.
2. On April 15, 2026, the Issuer granted 100,000 PRSUs to the reporting person under the Issuers 2024 Long-Term Incentive Plan. These PRSUs will vest into shares of Common Stock of the Issuer on a 1-for-1 basis yearly, in three equal installments. 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 $4.25 to $5.99, 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 $6.00 and $7.74, 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 $7.75 or above, the number of shares issued upon an annual vesting of PRSUs will be increased by 50%.
Remarks:
/s/ Shannon Freeze10/14/2026
** Signature of Reporting PersonDate
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 5 (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.
* Form 3: SEC 1473 (03-26)

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