Fossil CFO granted stock units, tax shares withheld

Fossil Group, Inc. CFO Randy J. Greben received a compensation-related grant of performance stock units that can settle in common shares over time based on vesting and performance conditions.

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Form Type

Rhea-AI Filing Summary

Fossil Group, Inc. CFO Randy J. Greben received a compensation-related grant of performance stock units that can settle in common shares over time based on vesting and performance conditions. On the same date, 33,869 common shares were withheld at $5.40 per share to cover tax obligations, which is not an open‑market sale. After these transactions, he directly holds 165,112 common shares and 295,000 performance and restricted stock units, including 100,000 restricted stock units that remain subject to a vesting schedule.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Greben Randy J

Role CFO

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Units	225,000	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	33,869	$5.40	$183K

Holdings After Transaction: Performance Stock Units — 295,000 contracts (Direct); Common Stock — 165,112 shares (Direct)

Footnotes (3)

F1. Includes 100,000 Restricted Stock Units subject to a vesting schedule.
F2. 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).
F3. On April 15, 2026, the Issuer granted 150,000 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%.

Key Figures

Tax-withheld shares: 33,869 shares Tax withholding price: $5.40 per share Common shares after transaction: 165,112 shares +2 more

5 metrics

Tax-withheld shares 33,869 shares Common stock delivered for tax liability on April 15, 2026

Tax withholding price $5.40 per share Value assigned to the 33,869 shares withheld for taxes

Common shares after transaction 165,112 shares Directly held by CFO Randy J. Greben after reported events

Equity units after transaction 295,000 units Total performance and restricted stock units held following grant

Restricted Stock Units included 100,000 RSUs Part of holdings, subject to a vesting schedule

Key Terms

Performance Stock Units, Restricted Stock Units, performance restricted stock unit (PRSU), tax-withholding disposition, +1 more

5 terms

Performance Stock Units financial

"security_title: "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.

Restricted Stock Units financial

"Includes 100,000 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 restricted stock unit (PRSU) financial

"Each performance restricted stock unit (PRSU) represents a contingent right to receive one share"

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Long-Term Incentive Plan financial

"granted ... under the Issuers 2024 Long-Term Incentive Plan."

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

FAQ

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

What insider transactions did Fossil Group (FOSL) report for CFO Randy Greben?

Fossil Group reported a grant of performance stock units to CFO Randy J. Greben and the withholding of 33,869 common shares at $5.40 per share to satisfy tax obligations related to equity compensation on April 15, 2026.

How many Fossil Group (FOSL) shares were withheld for CFO Randy Greben’s taxes?

Fossil Group reported that 33,869 shares of common stock were withheld at $5.40 per share to cover CFO Randy J. Greben’s tax liability arising from equity compensation, rather than being sold in the open market to third-party buyers.

What are CFO Randy Greben’s Fossil Group (FOSL) holdings after this Form 4?

Following the reported transactions, CFO Randy J. Greben directly holds 165,112 shares of Fossil Group common stock and 295,000 performance and restricted stock units, which include 100,000 restricted stock units that remain subject to a time-based vesting schedule.

How do the Fossil Group (FOSL) performance restricted stock units work for the CFO?

Each performance restricted stock unit represents a contingent right to receive one Fossil Group common share. Vesting occurs in three equal yearly installments, with the number of shares issued potentially increasing based on the average fair market value over the prior calendar year.

Can CFO Randy Greben’s Fossil Group (FOSL) PRSUs increase the number of shares he receives?

Yes. For each annual vesting of performance restricted stock units, the share payout may increase by 20%, 30%, or 50% if the average fair market value of Fossil Group common stock meets specified price ranges before the vesting date.

Are the Fossil Group (FOSL) tax-withholding shares considered an insider sale?

The 33,869 Fossil Group shares reported with transaction code F were delivered to satisfy tax obligations on equity compensation. This is characterized as a tax-withholding disposition, not an open-market sale based on a discretionary trading decision.

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

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Accepted by SEC EDGAR 04/17/2026 - 06:23 PM EDT

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^*

Greben Randy J

(Last)

(First)

(Middle)

901 S. CENTRAL EXPY

(Street)

RICHARDSON

TEXAS

75080

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026

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

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

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

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	04/15/2026		F		33,869	D	$5.4	165,112⁽¹⁾	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	⁽²⁾⁽³⁾	04/15/2026		A		225,000⁽³⁾		⁽³⁾	⁽³⁾	Common Stock	225,000⁽³⁾	$0	295,000⁽³⁾	D

Explanation of Responses:

1. Includes 100,000 Restricted Stock Units subject to a vesting schedule.

2. 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).

3. On April 15, 2026, the Issuer granted 150,000 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:

	Randy J. Greben	04/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR