Fossil (FOSL) CCO equity grant to vest into 75,000 shares

Rhea-AI Filing Summary

Fossil Group, Inc. Chief Commercial Officer Joe T. Martin reported acquiring 30,000 shares of common stock on March 3, 2026 through the exercise and conversion of performance stock units. A matching 30,000 performance stock units were converted, leaving him with 82,500 performance units and 215,761 common shares held directly.

The award stems from a grant of 75,000 performance restricted stock units on April 15, 2025 under Fossil’s 2024 Long-Term Incentive Plan. These units vest in three yearly installments, with each year’s payout adjusted based on the stock’s average fair market value. The compensation committee certified that performance for the first installment supports a 20% increase, so an aggregate 75,000 shares of common stock are scheduled to vest on April 15, 2026, with units that do not meet performance criteria 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

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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^*

Martin Joe T

(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 Commercial 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		30,000(1)(2)(3)	A	(1)(2)(3)	215,761	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			30,000	(1)(2)	(1)(2)(3)	Common Stock	30,000	(1)(2)(3)	82,500	D

Explanation of Responses:

1. On April 15, 2025, the Issuer granted 75,000 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 75,000 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:

	Joe T. Martin	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 Joe T. Martin?

Joe T. Martin acquired 30,000 Fossil common shares on March 3, 2026 via exercise and conversion of performance stock units. A corresponding 30,000 performance stock units were converted, increasing his direct holdings to 215,761 common shares and 82,500 performance units.

How many performance stock units were originally granted to Fossil (FOSL) CCO Joe T. Martin?

Martin was granted 75,000 performance restricted stock units on April 15, 2025 under Fossil’s 2024 Long-Term Incentive Plan. These units vest in three equal yearly installments and can increase based on Fossil’s average share price over the prior calendar year.

How do Fossil (FOSL) performance restricted stock units vest and convert into shares?

Each Fossil performance restricted stock unit converts into one common share, vesting yearly in three equal installments. The number of shares per installment can increase by 20%, 30%, or 50% depending on the average market price ranges specified in the award terms.

What performance outcome did Fossil (FOSL) certify for Joe T. Martin’s first PRSU installment?

Fossil’s compensation committee certified a 20% increase for the first yearly installment on April 15, 2026. As a result, an aggregate 75,000 shares of Fossil common stock are scheduled to be issued on that vesting date, with unmet-performance units cancelled.

What are Joe T. Martin’s Fossil (FOSL) holdings after the March 3, 2026 Form 4 transactions?

After the reported transactions, Martin directly holds 215,761 common shares of Fossil Group, Inc. He also holds 82,500 performance stock units, each representing a contingent right to receive one share of Fossil common stock upon vesting and performance certification.

How is Fossil (FOSL) stock performance linked to Joe T. Martin’s PRSU payout?

The PRSU payout increases with higher average share prices. If Fossil’s 30-day average price before vesting is $3.50–$4.99, shares increase 20%; $5.00–$6.49 increases 30%; $6.50 or above increases 50%, applied to each annual vesting installment.