[Form 4] Fossil Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Fossil Group, Inc. (FOSL)$1.80, 50,000 shares at $1.75, and 100,000 shares at $1.82. These purchases increased his direct holdings to 1,950,000 Fossil shares.

The reported total includes 750,000 restricted stock units (RSUs), which are share-based awards that vest over time according to a vesting schedule. All reported holdings are listed as directly owned.

Insights

Equity Ownership & Governance Analyst

CEO and director increased direct share ownership through open-market purchases, modestly positive for alignment and governance.

The filing discloses that **Franco Fogliato**, a **director and CEO** of **Fossil Group, Inc.**, purchased common stock on 11/18/2025. Three open-market purchase transactions (transaction code "P") totaled **200,000** common shares at prices of about $1.75–$1.82 per share. Following these trades, he directly beneficially owns **1,950,000** common shares, which the disclosure notes include **750,000 Restricted Stock Units** subject to a vesting schedule.

This activity increases his direct economic exposure to the company’s equity, beyond existing restricted stock units. A larger direct holding ties a greater portion of his personal outcome to the common stock performance, which can support closer alignment with other holders of the same class of shares. All reported holdings are shown as **direct** ownership, and there are no derivative securities reported in Table II.

A key detail to monitor is the vesting of the **750,000 RSUs**, since vesting affects when those units convert into common stock. The timing and size of any future Form 4 filings by this officer, especially around vesting events or additional open-market transactions, will provide more data on how his equity position evolves after 11/18/2025.

11/19/2025 - 05:18 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 TX 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)
11/18/2025

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/18/2025		P		50,000	A	$1.8	1,800,000	D
Common Stock	11/18/2025		P		50,000	A	$1.75	1,850,000	D
Common Stock	11/18/2025		P		100,000	A	$1.82	1,950,000(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

Explanation of Responses:

1. Includes 750,000 Restricted Stock Units subject to a vesting schedule.

Remarks:

	/s/ Franco Fogliato	11/19/2025
	** 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.

FAQ

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

Fossil Group reported that CEO and director Franco Fogliato purchased Fossil common stock in three open-market transactions on 11/18/2025.

How many Fossil (FOSL) shares did Franco Fogliato buy and at what prices?

He bought 200,000 shares of Fossil common stock: 50,000 at $1.80, 50,000 at $1.75, and 100,000 at $1.82 on 11/18/2025.

How many Fossil Group (FOSL) shares does Franco Fogliato own after the reported transactions?

Following the reported transactions, Franco Fogliato beneficially owns 1,950,000 Fossil Group shares directly.

Does Franco Fogliato’s Fossil (FOSL) ownership include restricted stock units?

Yes. The filing notes that the reported amount includes 750,000 restricted stock units (RSUs) that are subject to a vesting schedule.

What role does Franco Fogliato hold at Fossil Group (FOSL)?

Franco Fogliato is listed as both a director and an officer, with the title of CEO of Fossil Group, Inc.

Is this Fossil (FOSL) Form 4 filed by more than one reporting person?

No. The Form 4 indicates it is filed by one reporting person, Franco Fogliato.