FOSL · Fossil Group, Inc. · Insider Trading

Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The restricted stock units will vest in full on October 15, 2029, subject to the Reporting Person's continued service with the Issuer through the vesting date.

Includes 165,217 Restricted Stock Units subject to a vesting schedule.

Shares withheld by the Issuer to satisfy tax withholding obligations upon vesting of restricted stock units. No shares were sold.

Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The restricted stock units will vest in full on October 15, 2029, subject to the Reporting Person's continued service with the Issuer through the vesting date.

Includes 70,475 Restricted Stock Units subject to a vesting schedule.

Restricted Stock Units that shall become one hundred percent (100%) vested and convertible into shares of Common Stock on the earlier of the first anniversary of the Date of Grant or the first Annual Stockholders Meeting following the Date of Grant.

Includes 16,284 Restricted Stock Units subject to a vesting schedule.

Restricted Stock Units that shall become one hundred percent (100%) vested and convertible into shares of Common Stock on the earlier of the first anniversary of the Date of Grant or the first Annual Stockholders Meeting following the Date of Grant.

Includes 16,284 Restricted Stock Units subject to a vesting schedule.

Restricted Stock Units that shall become one hundred percent (100%) vested and convertible into shares of Common Stock on the earlier of the first anniversary of the Date of Grant or the first Annual Stockholders Meeting following the Date of Grant.

Includes 16,284 Restricted Stock Units subject to a vesting schedule.

Restricted Stock Units that shall become one hundred percent (100%) vested and convertible into shares of Common Stock on the earlier of the first anniversary of the Date of Grant or the first Annual Stockholders Meeting following the Date of Grant.

Includes 16,284 Restricted Stock Units subject to a vesting schedule.

Restricted Stock Units that shall become one hundred percent (100%) vested and convertible into shares of Common Stock on the earlier of the first anniversary of the Date of Grant or the first Annual Stockholders Meeting following the Date of Grant.

Includes 16,284 Restricted Stock Units subject to a vesting schedule.

Restricted Stock Units that shall become one hundred percent (100%) vested and convertible into shares of Common Stock on the earlier of the first anniversary of the Date of Grant or the first Annual Stockholders Meeting following the Date of Grant.

Includes 16,284 Restricted Stock Units subject to a vesting schedule.

Includes 30,577 Restricted Stock Units subject to a vesting schedule.

The price reported in Column 4 is a weighted average share price, rounded to the nearest cent. These shares were sold in multiple transactions in prices ranging from $5.46 to $5.52. The reporting person undertakes to provide to Fossil Group, Inc., any security holders of Fossil Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote 1 to this Form 4.

Includes 30,577 Restricted Stock Units subject to a vesting schedule.

Includes 30,577 Restricted Stock Units subject to a vesting schedule.

Includes 100,000 Restricted Stock Units subject to a vesting schedule.

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%.

Includes 86,387 Restricted Stock Units subject to a vesting schedule.

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 100,000 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%.

Includes 5,258 Restricted Stock Units subject to a vesting schedule.

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 150,000 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%.

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 150,000 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%.

The original Form 4, filed on March 18, 2026, inadvertently used transaction code 'A' instead of transaction code 'P' . This amendment corrects the transaction code.

On April 15, 2025, the Issuer granted 75,000 PRSUs to the reporting person under the Issuers 2024 Long-Term Incentive Plan.

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%.

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.

On April 15, 2025, the Issuer granted 70,000 PRSUs to the reporting person under the Issuers 2024 Long-Term Incentive Plan.

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%.

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.

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, 2025, the Issuer granted 180,000 PRSUs to the reporting person under the 2024 Long-Term Incentive Plan of the issuer.

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%.

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 72,000 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.

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, 2025, the Issuer granted 70,000 PRSUs to the reporting person under the Issuers 2024 Long-Term Incentive Plan.

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%.

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.

On April 15, 2025, the Issuer granted 75,000 PRSUs to the reporting person under the Issuers 2024 Long-Term Incentive Plan.

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%.

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.

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, 2025, the Issuer granted 180,000 PRSUs to the reporting person under the 2024 Long-Term Incentive Plan of the issuer.

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%.

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 72,000 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.

On April 15, 2025, the Issuer granted 70,000 PRSUs to the reporting person under the Issuers 2024 Long-Term Incentive Plan.

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%.

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.

On April 15, 2025, the Issuer granted 70,000 PRSUs to the reporting person under the Issuers 2024 Long-Term Incentive Plan.

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%.

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.

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).

Restricted Stock Units that shall become one hundred percent (100%) vested and convertible into shares of Common Stock on the earlier of the first anniversary of the Date of Grant or the first Annual Stockholders Meeting following the Date of Grant.

Consists of 30,577 Restricted Stock Units.

Restricted Stock Units that shall become one hundred percent (100%) vested and convertible into shares of Common Stock on the earlier of the first anniversary of the Date of Grant or the first Annual Stockholders Meeting following the Date of Grant.

Consists of 33,043 Restricted Stock Units.

Restricted Stock Units that shall become one hundred percent (100%) vested and convertible into shares of Common Stock on the earlier of the first anniversary of the Date of Grant or the first Annual Stockholders Meeting following the Date of Grant.

Consists of 30,577 Restricted Stock Units.

Restricted Stock Units that shall become one hundred percent (100%) vested and convertible into shares of Common Stock on the earlier of the first anniversary of the Date of Grant or the first Annual Stockholders Meeting following the Date of Grant.

Consists of 33,043 Restricted Stock Units.

Restricted Stock Units that shall become one hundred percent (100%) vested and convertible into shares of Common Stock on the earlier of the first anniversary of the Date of Grant or the first Annual Stockholders Meeting following the Date of Grant.

Consists of 30,577 Restricted Stock Units.

Restricted Stock Units that shall become one hundred percent (100%) vested and convertible into shares of Common Stock on the earlier of the first anniversary of the Date of Grant or the first Annual Stockholders Meeting following the Date of Grant.

Consists of 30,577 Restricted Stock Units.

Restricted Stock Units that shall become one hundred percent (100%) vested and convertible into shares of Common Stock on the earlier of the first anniversary of the Date of Grant or the first Annual Stockholders Meeting following the Date of Grant.

Consists of 30,577 Restricted Stock Units.

The price reported in Column 4 is a weighted average share price, rounded to the nearest cent. These shares were purchased in multiple transactions in prices ranging from $3.53 to $3.68. The reporting person undertakes to provide to Fossil Group, Inc., any security holders of Fossil Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote 1 to this Form 4.

1. The price reported in Column 4 is a weighted average share price, rounded to the nearest cent. These shares were purchased in multiple transactions in prices ranging from $2.36 to $2.40. The reporting person undertakes to provide to Fossil Group, Inc., any security holders of Fossil Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote 1 to this Form 4.

Includes 150,000 Restricted Stock Units subject to a vesting schedule.

1. The price reported in Column 4 is a weighted average share price, rounded to the nearest cent. These shares were purchased in multiple transactions in prices ranging from $2.36 to $2.38. The reporting person undertakes to provide to Fossil Group, Inc., any security holders of Fossil Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote 1 to this Form 4.

Includes 2,466 Restricted Stock Units subject to a vesting schedule.

Includes 2,466 Restricted Stock Units subject to a vesting schedule.

The price reported in Column 4 is a weighted average share price, rounded to the nearest cent. These shares were purchased in multiple transactions in prices ranging from $2.25 to $2.64. The reporting person undertakes to provide to Fossil Group, Inc., any security holders of Fossil Group, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote 1 to this Form 4.

Includes 129,581 Restricted Stock Units subject to a vesting schedule.

Includes 750,000 Restricted Stock Units subject to a vesting schedule.

Restricted Stock Units that shall become one hundred percent (100%) vested and convertible into shares of Common Stock on the first anniversary of the date of grant.

Restricted Stock Units that shall become one hundred percent (100%) vested and convertible into shares of Common Stock on the first anniversary of the date of grant.

Includes 25,057 Restricted Stock Units subject to a vesting schedule.

Restricted Stock Units that shall become vested and convertible into shares of Common Stock as to 1/3 on 4/15/26; as to 1/3 on 4/15/27; and as to 1/3 on 4/15/28, cumulatively.

Restricted Stock Units that shall become vested and convertible into shares of Common Stock as to 1/3 on 4/15/26; as to 1/3 on 4/15/27; and as to 1/3 on 4/15/28, cumulatively.

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, 2025, the Issuer granted 70,000 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 $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%.