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Fossil Group legal chief reports 110,195-share holding

The 2025 and 2026 PRSU awards use different share-value thresholds for potential increases at annual vesting.

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Form Type
3

Rhea-AI Filing Summary

Fossil Group, Inc. (FOSL) reports Chief Legal Officer Randall Scott Hyne’s direct common-stock holding as 110,195 shares, including 2,191 restricted stock units subject to a vesting schedule. It also lists performance stock units tied to 69,999 and 150,000 underlying common shares. The 70,000 PRSUs granted April 15, 2025, and 100,000 granted April 15, 2026, vest into common stock in three equal yearly installments, with potential increases based on average share value over the last 30 consecutive trading days of the prior calendar year.

Insider Hyne Randall Scott
Role Chief Legal Officer
Type Security Shares Price Value
holding Performance Stock Units F2 -- -- --
holding Performance Stock Units F3 -- -- --
holding Common Stock F1 -- -- --
Holdings After Transaction: Performance Stock Units — 219,999 contracts (Direct); Common Stock — 110,195 shares (Direct)
Footnotes (3)
  1. F1. Includes 2,191 Restricted Stock Units subject to a vesting schedule.
  2. F2. On April 15, 2025, the Issuer granted 70,000 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 $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. F3. 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-stock holding 110,195 shares The reported amount includes 2,191 restricted stock units subject to a vesting schedule.
Restricted stock units 2,191 units Included in the reported common-stock amount; subject to a vesting schedule.
Underlying common shares for first performance stock unit entry 69,999 shares Performance stock units reported as directly held.
Underlying common shares for second performance stock unit entry 150,000 shares Performance stock units reported as directly held.
2025 PRSU grant 70,000 PRSUs Granted April 15, 2025; vesting is in three equal yearly installments.
2026 PRSU grant 100,000 PRSUs Granted April 15, 2026; vesting is in three equal yearly installments.
Annual PRSU vesting installments 3 equal installments Each grant vests yearly into common stock.
Restricted Stock Units financial
"Includes 2,191 Restricted Stock Units subject to a vesting schedule."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Performance Stock Units financial
"Performance Stock Units"
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.
2024 Long-Term Incentive Plan financial
"under the Issuers 2024 Long-Term Incentive Plan"
1-for-1 basis financial
"vest into shares of Common Stock of the Issuer on a 1-for-1 basis yearly"
average fair market value financial
"based on the average fair market value of a share"

FAQ

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

How are Randall Scott Hyne’s 2025 FOSL PRSUs adjusted at vesting?

The 70,000 PRSUs granted April 15, 2025, vest into common stock on a 1-for-1 basis in three equal yearly installments. At each annual vest, the number of shares may increase by 20% if average fair market value is between $3.50 and $4.99, by 30% between $5.00 and $6.49, or by 50% at $6.50 or above.

How are Randall Scott Hyne’s 2026 FOSL PRSUs adjusted at vesting?

The 100,000 PRSUs granted April 15, 2026, vest into common stock on a 1-for-1 basis in three equal yearly installments. At each annual vest, the number of shares may increase by 20% if average fair market value is between $4.25 and $5.99, by 30% between $6.00 and $7.74, or by 50% at $7.75 or above.

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

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Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
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*
Hyne Randall Scott

(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 Legal 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 Stock110,195(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 Stock69,999(2)(2)D
Performance Stock Units (3) (3)Common Stock150,000(3)(3)D
Explanation of Responses:
1. Includes 2,191 Restricted Stock Units subject to a vesting schedule.
2. On April 15, 2025, the Issuer granted 70,000 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 $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 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/ Randy S. Hyne10/14/2026
** 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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