Fossil Group (FOSL) CFO’s performance stock units convert into common shares

Rhea-AI Filing Summary

Fossil Group, Inc. CFO Randy J. Greben reported an acquisition of shares through a performance-based equity award. On March 3, 2026, 28,001 performance stock units were exercised at $0.00 per unit, converting into 28,001 shares of common stock held directly, following a prior grant of 70,000 performance restricted stock units on April 15, 2025.

These PRSUs vest yearly in three equal installments on a 1-for-1 basis into common shares, with each vesting amount subject to potential increases of 20%, 30%, or 50% based on the average share price over the last thirty trading days of the prior calendar year. The compensation committee certified that performance for the first yearly installment, vesting April 15, 2026, met the criteria for a 20% increase, so 70,000 shares will be issued on that vesting date and any PRSUs that do 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^*

Greben Randy J

(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)
	CFO

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)	198,981	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:

	Randy J. Greben	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 Group (FOSL) report for its CFO?

Fossil Group reported that CFO Randy J. Greben acquired shares through equity awards. On March 3, 2026, 28,001 performance stock units were exercised at $0.00 per unit, converting into 28,001 shares of common stock, all held directly after the transaction.

What are the terms of the PRSU grant to the Fossil Group (FOSL) CFO?

On April 15, 2025, Fossil Group granted 70,000 performance restricted stock units to its CFO under the 2024 Long-Term Incentive Plan. Each PRSU represents a contingent right to receive one share of common stock, subject to three yearly vesting installments and ongoing employment through each vesting date.

How is Fossil Group (FOSL) CFO’s PRSU vesting tied to share price performance?

Each yearly vesting of the CFO’s PRSUs can increase by 20%, 30%, or 50% based on Fossil’s average share price over the last thirty trading days of the prior calendar year, with specific ranges starting at $3.50 and higher thresholds at $5.00 and $6.50.

What performance outcome was certified for Fossil Group (FOSL) PRSUs vesting in 2026?

On March 3, 2026, the compensation committee certified performance for the first yearly PRSU installment. The number of shares to be issued on the April 15, 2026 vesting date will be increased by 20%, resulting in 70,000 common shares, while PRSUs failing performance criteria will be cancelled.