Performance stock units lift Fossil Group (FOSL) CBO’s 70,000-share grant

Rhea-AI Filing Summary

Fossil Group, Inc. Chief Brand Officer Melissa B. Lowenkron reported an equity award vesting and conversion of performance stock units into common shares. On March 3, 2026, 28,001 Performance Stock Units were exercised into 28,001 shares of common stock at a cash exercise price of $0.00 per share, increasing her directly held common stock to 103,407 shares.

The Form 4 relates to a grant of 70,000 performance restricted stock units (PRSUs) awarded on April 15, 2025 under Fossil’s 2024 Long-Term Incentive Plan. These PRSUs vest in three equal yearly installments on a 1-for-1 basis into common stock, with each annual vesting subject to an increase in the number of shares issued based on the average fair market value over the last thirty trading days of the prior calendar year.

On March 3, 2026, the Compensation Committee certified that performance was sufficient for the first yearly installment vesting on April 15, 2026 to be increased by 20%, so that an aggregate of 70,000 shares of common stock will be issued on that vesting date, while PRSUs that did not meet performance criteria will be cancelled for no value.

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

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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^*

Lowenkron Melissa B

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

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	03/03/2026		M		28,001(1)(2)(3)	A	(1)(2)(3)	103,407	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	(1)(2)(3)(4)	03/03/2026		M			28,001	(1)(2)	(1)(2)(3)	Common Stock	28,001	(1)(2)(3)	76,999	D

Explanation of Responses:

1. On April 15, 2025, the Issuer granted 70,000 PRSUs to the reporting person under the Issuers 2024 Long-Term Incentive Plan.

2. These PRSUs vest into shares of Common Stock of the Issuer on a 1-for-1 basis yearly, in three equal installments, subject to the reporting persons continuous employment with the Issuer through each applicable vesting date. 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 March 3, 2026, the Compensation Committee of the Issuers Board of Directors certified that performance was sufficient such that the number of shares to be issued to the reporting person in the first yearly installment upon the April 15, 2026 vesting date will be increased by 20% such that an aggregate of 70,000 shares of Common Stock will be issued upon vesting on such date. PRSUs for which the performance criteria was not met will be cancelled for no value.

4. 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).

Remarks:

	/s/ Melissa B. Lowenkron	03/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Fossil (FOSL) report for Melissa B. Lowenkron?

Fossil’s Chief Brand Officer Melissa B. Lowenkron reported acquiring 28,001 shares of common stock through the exercise of 28,001 Performance Stock Units at a cash exercise price of $0.00 per share, as part of a previously granted performance-based equity award under the 2024 Long-Term Incentive Plan.

How many performance restricted stock units were granted to the Fossil (FOSL) executive?

On April 15, 2025, Fossil granted 70,000 performance restricted stock units (PRSUs) to Melissa B. Lowenkron under its 2024 Long-Term Incentive Plan. Each PRSU represents a contingent right to receive one share of Fossil Group, Inc. common stock, subject to time-based vesting and performance conditions.

How do Fossil (FOSL) PRSUs for this grant vest and convert into shares?

The 70,000 PRSUs vest into Fossil common stock on a 1-for-1 basis in three equal yearly installments, subject to the executive’s continuous employment. Each annual vesting can increase the number of shares issued depending on the average fair market value over the prior calendar year’s last thirty trading days.

What performance outcome affected the April 15, 2026 PRSU vesting at Fossil (FOSL)?

On March 3, 2026, Fossil’s Compensation Committee certified performance such that the first yearly installment vesting on April 15, 2026 will be increased by 20%. As a result, an aggregate of 70,000 shares of common stock will be issued on that vesting date, with unmet PRSUs cancelled.

How is the PRSU share increase at Fossil (FOSL) determined by stock price?

Each yearly PRSU vesting can be increased based on the average fair market value of Fossil common stock over the last thirty consecutive trading days of the most recent calendar year, with potential increases of 20%, 30%, or 50% depending on specified price ranges outlined in the award’s terms.

What are Melissa B. Lowenkron’s Fossil (FOSL) holdings after the reported Form 4?

Following the March 3, 2026 transactions, Melissa B. Lowenkron directly holds 76,999 Performance Stock Units and 103,407 shares of Fossil Group, Inc. common stock, as disclosed in the Form 4, reflecting the reported exercise and conversion of 28,001 performance stock units on that date.