Fossil (NASDAQ: FOSL) CCO awarded PRSUs as 21,716 shares withheld for tax

Rhea-AI Filing Summary

Fossil Group, Inc. Chief Commercial Officer Joe T. Martin reported an equity compensation grant and related tax withholding. He received performance-based restricted stock units (PRSUs) that convert into common shares over three yearly installments under the company’s 2024 Long-Term Incentive Plan, rather than through an open-market purchase.

The PRSUs vest 1-for-1 into common stock, with extra shares added if the average share price over the prior calendar year is higher. Vesting installments increase by 20% if the average price is between $4.25 and $5.99, by 30% between $6.00 and $7.74, and by 50% at or above $7.75. On the same date, 21,716 common shares were withheld at $5.40 per share to cover tax obligations, leaving Martin with 194,045 directly held common shares, including 86,387 time-based RSUs subject to a vesting schedule.

Insights

Equity compensation analyst

Routine PRSU grant with performance multipliers and standard tax withholding.

The reporting officer received a grant of performance restricted stock units under Fossil Group’s 2024 Long-Term Incentive Plan. These PRSUs convert into common stock over three annual vesting dates and are compensation awards, not open-market share purchases.

The vesting formula adds more shares if the stock’s average price over the prior year is higher, with tiers at $4.25, $5.99, $6.00, $7.74, and $7.75 and above. This ties realized equity compensation to sustained share price performance.

A separate F-code transaction shows 21,716 shares of common stock withheld at $5.40 per share to satisfy tax obligations, leaving 194,045 shares held directly, including 86,387 restricted stock units. With no remaining derivative positions reported, this looks like standard equity compensation activity rather than a directional bet in the open market.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Martin Joe T

Role Chief Commercial Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Units	150,000	$0.00	--
Tax Withholding	Common Stock	21,716	$5.40	$117K

Holdings After Transaction: Performance Stock Units — 225,000 shares (Direct); Common Stock — 194,045 shares (Direct)

Footnotes (1)

1. Includes 86,387 Restricted Stock Units subject to a vesting schedule. 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). 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%.

Key Figures

Tax withholding shares: 21,716 shares Tax withholding price: $5.40 per share Post-transaction holdings: 194,045 shares +4 more

7 metrics

Tax withholding shares 21,716 shares Common stock withheld for taxes at $5.40 per share

Tax withholding price $5.40 per share Price used for 21,716 withheld common shares

Post-transaction holdings 194,045 shares Common stock held directly after transactions

Restricted Stock Units included 86,387 RSUs Time-based RSUs subject to a vesting schedule

PRSU uplift tier 1 20% increase If average price between $4.25 and $5.99

PRSU uplift tier 2 30% increase If average price between $6.00 and $7.74

PRSU uplift tier 3 50% increase If average price at or above $7.75

Key Terms

Performance Stock Units, Restricted Stock Units, performance restricted stock unit (PRSU), vesting schedule, +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 86,387 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"

vesting schedule financial

"Includes 86,387 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.

average fair market value financial

"based on the average fair market value of a share of the Common Stock"

Form 4 Insider Transactions: What Each Field Means →

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^*

Martin Joe T

(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)
	Chief Commercial Officer

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/15/2026		F		21,716	D	$5.4	194,045(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(2)(3)	04/15/2026		A		150,000(3)		(3)	(3)	Common Stock	150,000(3)	$0	225,000(3)	D

Explanation of Responses:

1. Includes 86,387 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 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:

	Joe T. Martin	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)

FAQ

What equity award did Fossil Group (FOSL) grant to Joe T. Martin?

Fossil Group granted Chief Commercial Officer Joe T. Martin performance restricted stock units under its 2024 Long-Term Incentive Plan. These PRSUs convert 1-for-1 into common stock over three annual vesting dates, with additional shares possible depending on sustained share price performance.

How do Joe T. Martin’s Fossil (FOSL) PRSUs vest and increase?

The PRSUs vest yearly in three equal installments into Fossil common stock. Each installment may increase based on the stock’s average price over the prior calendar year, with 20%, 30%, or 50% additional shares issued if specific price ranges are met or exceeded.

What stock price ranges affect Fossil (FOSL) PRSU payouts for the CCO?

If Fossil’s average share price is between $4.25 and $5.99, each annual PRSU vesting rises 20%. Between $6.00 and $7.74, it rises 30%. At or above $7.75, the vested shares from that installment increase by 50%.

How many Fossil (FOSL) shares were withheld for Joe T. Martin’s taxes?

A total of 21,716 Fossil common shares were withheld at $5.40 per share to cover tax obligations. This F-code disposition reflects tax withholding on equity compensation, not an open-market sale initiated by the executive.

How many Fossil (FOSL) shares does Joe T. Martin hold after these transactions?

After the reported transactions, Joe T. Martin holds 194,045 Fossil common shares directly. This total includes 86,387 restricted stock units that remain subject to a vesting schedule over time rather than being currently unrestricted shares.

Are Joe T. Martin’s Fossil (FOSL) transactions open-market buys or sales?

No, the reported transactions are equity compensation-related. One is a grant of performance restricted stock units under a long-term incentive plan, and the other is a tax-withholding share disposition, rather than discretionary open-market buying or selling.