Fossil Group (NASDAQ: FOSL) CEO awarded 750,000 performance stock units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Fogliato Franco reported acquisition or exercise transactions in this Form 4 filing.

Fossil Group, Inc. CEO Franco Fogliato reported an equity compensation grant in the form of 750,000 Performance Stock Units, each representing a contingent right to receive one share of Fossil common stock. Following this award, he directly holds 930,000 such derivative-based equity units.

The award consists of performance restricted stock units that vest into common shares on a 1-for-1 basis in three equal yearly installments under the company’s 2024 Long-Term Incentive Plan. Each annual vesting can increase the shares delivered by 20%, 30%, or 50%, depending on the average fair market value of Fossil common stock over the last thirty trading days of the prior calendar year, using price thresholds of $4.25–$5.99, $6.00–$7.74, and $7.75 or above, respectively.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Fogliato Franco

Role CEO

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Units	750,000	$0.00	--

Holdings After Transaction: Performance Stock Units — 930,000 shares (Direct)

Footnotes (1)

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 500,000 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

Performance Stock Units granted: 750,000 units Units held after grant: 930,000 units Vesting schedule: 3 equal yearly installments +4 more

7 metrics

Performance Stock Units granted 750,000 units Grant to CEO on April 15, 2026

Units held after grant 930,000 units Total derivative-based equity following transaction

Vesting schedule 3 equal yearly installments PRSUs vest 1-for-1 into common stock

Price band 1 uplift 20% If average price is $4.25–$5.99 before vesting

Price band 2 uplift 30% If average price is $6.00–$7.74 before vesting

Price band 3 uplift 50% If average price is $7.75 or above before vesting

Transaction price per unit $0.00 Equity compensation grant, not open-market purchase

Key Terms

Performance Stock Units, performance restricted stock unit (PRSU), Long-Term Incentive Plan, average fair market value, +1 more

5 terms

Performance Stock Units financial

"security_title: "Performance Stock Units"; contingent right to receive one share"

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.

performance restricted stock unit (PRSU) financial

"Each performance restricted stock unit (PRSU) represents a contingent right to receive one share"

Long-Term Incentive Plan financial

"granted 500,000 PRSUs to the reporting person under the Issuers 2024 Long-Term Incentive Plan"

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

average fair market value financial

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

vesting financial

"These PRSUs will vest into shares of Common Stock of the Issuer on a 1-for-1 basis yearly"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Form 4 Insider Transactions: What Each Field Means →

04/17/2026 - 06:23 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

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)

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Units	⁽¹⁾⁽²⁾	04/15/2026		A		750,000⁽²⁾		⁽²⁾	⁽²⁾	Common Stock	750,000⁽²⁾	$0	930,000⁽²⁾	D

Explanation of Responses:

1. 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).

2. On April 15, 2026, the Issuer granted 500,000 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:

	/s/ Franco Fogliato	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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Fossil Group (FOSL) disclose in this Form 4 filing?

Fossil Group reported that CEO Franco Fogliato received a grant of 750,000 Performance Stock Units, each tied to one share of common stock. The award is part of his equity compensation and vests over time based on service and stock-price performance conditions.

How many Fossil Group (FOSL) performance units does the CEO now hold?

After this grant, CEO Franco Fogliato directly holds 930,000 performance-based equity units. These include the newly awarded 750,000 Performance Stock Units, which may convert into Fossil common shares over time as vesting and performance conditions are satisfied.

How do the new Fossil Group (FOSL) Performance Stock Units vest for the CEO?

The performance restricted stock units vest into Fossil common stock on a 1-for-1 basis in three equal yearly installments. Each installment depends on continued service and can be adjusted upward depending on the stock’s average fair market value before each vesting date.

What stock price thresholds affect the Fossil (FOSL) CEO’s PRSU payout?

If the average fair market value is between $4.25–$5.99, shares delivered on that year’s vest increase 20%. At $6.00–$7.74, the increase is 30%, and at $7.75 or above, the annual vesting payout rises by 50% compared with the base unit count.

Is the Fossil Group (FOSL) CEO’s Form 4 transaction a market purchase or sale?

No, this Form 4 reports an equity award, not an open-market trade. The CEO acquired 750,000 Performance Stock Units as compensation at a stated price of $0.00 per unit, meaning there was no cash purchase or sale on the open market involved.