Martin Joe T 4

What Happened

• Joe Martin, Chief Commercial Officer of Fossil Group, received a grant of 150,000 derivative awards (reported as acquisition of derivative securities) on April 15, 2026 and simultaneously had 21,716 shares disposed/withheld to cover tax obligations at $5.40 per share, generating $117,266. The grant is reported as awarded shares (no cash paid).

Key Details

• Transaction date: April 15, 2026; Form 4 filed April 17, 2026 (appears timely).
• Disposal: 21,716 shares at $5.40 each for $117,266 (transaction code F — tax withholding/disposition).
• Acquisition: 150,000 derivative units granted at $0.00 (transaction code A — award/grant).
• Footnotes: filing notes 100,000 of the units are Performance Restricted Stock Units (PRSUs) granted under the 2024 Long-Term Incentive Plan; PRSUs vest 1-for-1 in three equal annual installments and may increase by 20%–50% depending on average fair market value in the applicable measurement period. The filing also references 86,387 Restricted Stock Units subject to a vesting schedule.
• Shares owned after transaction: not specified explicitly in the summary data provided; filing indicates existing RSUs (86,387) are outstanding for the reporting person.
• Filing timeliness: filed two days after the transaction date, which is typical/timely for Form 4 reporting.

Context

• The primary event is a grant of performance- and time-based equity (derivative awards) that will convert to common shares only if/when vesting conditions are met; PRSUs are contingent rights to receive shares upon vesting.
• The 21,716-share disposition was used to satisfy tax withholding and is routine for equity awards; such withholding sales do not necessarily indicate the insider is selling for investment reasons.