Fossil Group, Inc. — Director's Dealing 2025

Apr 17, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fossil Group, Inc. (FOSL)
CIK: 0000883569
Period of Report: 2025-04-15

Reporting Person: Martin Joe T (Chief Commercial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-04-15	Common Stock	A	129581	—	Acquired	129581	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-04-15	Performance Stock Units	$	A	112500	Acquired		Common Stock (112500)	Direct

Footnotes

F1: 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.

F2: 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).

F3: On April 15, 2025, the Issuer granted 75,000 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%.