Martin Joe T 4
4 · Fossil Group, Inc. · Filed Mar 5, 2026
Insider Transaction Report
Form 4
Martin Joe T
Chief Commercial Officer
Transactions
- Exercise/Conversion
Common Stock
[F1][F2][F3]2026-03-03+30,000→ 215,761 total - Exercise/Conversion
Performance Stock Units
[F1][F2][F3][F4]2026-03-03−30,000→ 82,500 total→ Common Stock (30,000 underlying)
Footnotes (4)
- [F1]On April 15, 2025, the Issuer granted 75,000 PRSUs to the reporting person under the Issuers 2024 Long-Term Incentive Plan.
- [F2]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%.
- [F3]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.
- [F4]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).
Signature
Joe T. Martin|2026-03-05