Fossil Announces Further Extension of Exchange Offer for Its Senior Notes

Rhea-AI Summary

Fossil (NASDAQ: FOSL) extended the expiration of its Exchange Offer, Consent Solicitation and Rights Offering from 5:00pm NYC on Oct 15, 2025 to 5:00pm NYC on Oct 22, 2025. As of 5:00pm on Oct 15, 2025, $113,057,875 of the 7.00% Senior Notes due 2026 had been validly tendered—75.37% of the $150,000,000 aggregate outstanding principal.

The company will proceed with its UK Proceeding on the disclosed schedule: a Plan Meeting on Nov 6, 2025 and a potential sanction hearing on Nov 10, 2025. Fossil said it is not currently pursuing an IPO of a subsidiary in India and reminded investors the Exchange Offer and related transactions are described in its Form S-3 and S-4 registration statements.

Positive

• Exchange Offer extended to 5:00pm NYC on Oct 22, 2025
• $113,057,875 tendered: 75.37% of $150,000,000 outstanding

Negative

• UK Proceeding sanction hearing set for Nov 10, 2025 — outcome uncertain
• Company may amend the Old Notes indenture prior to definitive determination

 Provides Update on Its UK Proceeding
Addresses Media Report

RICHARDSON, Texas, Oct. 16, 2025 (GLOBE NEWSWIRE) -- Fossil Group, Inc. (NASDAQ: FOSL) (the “Company”) announced today that, in connection with its previously announced offer to exchange (the “Exchange Offer”) and consent solicitation (the “Consent Solicitation”) with respect to its 7.00% Senior Notes due 2026 (the “Old Notes”), it has extended the expiration of the Exchange Offer, Consent Solicitation and its concurrent rights offering (the “Rights Offering”) from 5:00pm New York City time on October 15, 2025 to 5:00pm New York City time on October 22, 2025. The Company intends to proceed concurrently with the UK Proceeding on the previously disclosed schedule, and as described herein, and may make effective the UK Proceeding Amendments to the Indenture for the Old Notes prior to a definitive determination that the Company is required to proceed with the UK Proceeding pursuant to the Transaction Support Agreement (and, if applicable, will make corresponding amendments to the Exchange Offer Amendments to the Old Notes Indenture). All other terms, provisions and conditions of the Exchange Offer, Consent Solicitation and Rights Offering will remain in full force and effect, and capitalized terms used but not defined herein have the meanings ascribed to them in the prospectus included in the Registration Statements (as defined herein). The Company reserves the right to terminate, withdraw, amend or further extend the Exchange Offer, the Consent Solicitation and the Rights Offering independently of each other at any time and from time to time, as described in the Registration Statements.

As of 5:00pm New York City time on October 15, 2025, according to Epiq Corporate Restructuring, LLC, the Information, Exchange and Subscription Agent for the Exchange Offer, Consent Solicitation and Rights Offering, the principal amount of Old Notes set forth in the table below had been validly tendered and not validly withdrawn (and consents thereby deemed validly given and not validly revoked) in the Exchange Offer, Consent Solicitation and Supporting Holders Exchange (as defined in the Registration Statements).

Option	Description	CUSIP No.	Principal Amount Tendered		Percentage of $150,000,000 Aggregate Outstanding Principal Amount Tendered
New Money Participants	7.00% Senior Notes due 2026	34988 V304	$106,870,250		71.25	%
Non-New Money Participants	7.00% Senior Notes due 2026	34988 V304	$6,187,625		4.13	%
Total	7.00% Senior Notes due 2026	34988 V304	$113,057,875		75.37	%

Update on UK Proceeding

In relation to the UK Proceeding, at the convening hearing held on October 15, 2025 in the High Court of Justice, Business and Property Courts of England and Wales (the “Court”), Mr. Justice Cawson granted an order approving the application of Fossil (UK) Global Services Ltd. (“Fossil UK”) to convene a meeting of the holders of the Old Notes (the “Plan Creditors”) to consider and vote on the UK Proceeding (the “Plan Meeting”).

As previously disclosed, the Plan Meeting is scheduled to take place on November 6, 2025. If the UK Proceeding is approved by the requisite majority of Plan Creditors (75% by value of those present and voting) at the Plan Meeting, Fossil UK will return to the Court for a sanction hearing on November 10, 2025, at which hearing the Court will determine whether to exercise its discretion to sanction the UK Proceeding.

Statement Regarding Media Report

It is generally Company policy to not comment on market rumors or speculation. However, the Company is aware of a recent media report regarding a potential initial public offering of a Company subsidiary in India and believes it is prudent to note that while Fossil Group regularly evaluates its capital structure and financing strategies, the Company is not currently pursuing an initial public offering of a Company subsidiary.

The Company has filed a registration statement (including a prospectus) on Form S-3, as amended (File No. 333-290139) (the “S-3 Registration Statement”), and a registration statement (including a prospectus) on Form S-4, as amended (File No. 333-290141) (together with the S-3 Registration Statement, the “Registration Statements”), in connection with the Exchange Offer, Consent Solicitation and Rights Offering with the U.S. Securities and Exchange Commission (the “SEC”). Before you invest, you should read the prospectus dated September 25, 2025 in the Registration Statements, any prospectus supplement thereto, and other documents the Company has filed with the SEC for more complete information about the Company and the offerings. You may get these documents for free by visiting EDGAR on the SEC website (www.sec.gov). Alternatively, Epiq Corporate Restructuring, LLC will arrange to send you the prospectus if you request it by emailing registration@epiqglobal.com (with the subject line to include “Fossil”) or via phone at +1 (646) 362-6336. Any questions regarding the terms of the transactions contemplated by the Registration Statements may be directed to Cantor Fitzgerald & Co., as dealer manager, via email at Ian.Brostowski@cantor.com (with the subject line to include “Fossil”) or phone at +1 (212) 829-7145; Attention: Tom Pernetti and Ian Brostowski.

Cautionary Note About Forward Looking Statements

This press release contains statements that are not purely historical and may be forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can be identified by words such as “anticipate,” “target,” “expect,” “estimate,” “intend,” “plan,” “aim” “seek,” “believe,” “continue,” “will,” “may,” “would,” “could” or “should” or other words of similar meaning. There are several factors which could cause the Company’s actual plans and results to differ materially from those expressed or implied in forward-looking statements and these forward-looking statements are based on information available to us as of the date hereof and represent management’s current views and assumptions. Such factors include, but are not limited to: risks related to the success of our restructuring and turnaround plans; risks related to strengthening our balance sheet and liquidity and improving working capital; risks related to our planned non-core asset sales; increased political uncertainty; the effect of worldwide economic conditions, including recessionary risks; the effect of pandemics; the impact of any activist shareholders; the failure to meet the continued listing requirements of NASDAQ; significant changes in consumer spending patterns or preferences and lower levels of consumer spending resulting from inflation, a general economic downturn or generally reduced shopping activity caused by public safety or consumer confidence concerns; interruptions or delays in the supply of key components or products; acts of war or acts of terrorism; loss of key facilities; a data security or privacy breach or information systems disruptions; changes in foreign currency valuations in relation to the U.S. dollar; the performance of our products within the prevailing retail environment; customer acceptance of both new designs and newly-introduced product lines; changes in the mix of product sales; the effects of vigorous competition in the markets in which we operate; compliance with debt covenants and other contractual provisions and our ability to meet debt service obligations; risks related to the success of our business strategy; the termination or non-renewal of material licenses; risks related to foreign operations and manufacturing; changes in the costs of materials and labor; government regulation and tariffs; our ability to secure and protect trademarks and other intellectual property rights; levels of traffic to and management of our retail stores; if the transactions contemplated by the Registration Statements are not consummated, the potential delays and significant costs of alternative transactions, which may not be available to us on acceptable terms, or at all, which in turn may impact our ability to continue as a going concern; the significant costs incurred by us in connection with the transactions contemplated by the Registration Statements; our inability to comply with the restrictive debt covenants contained in the new notes to be issued in connection with the Registration Statements; and loss of key personnel or failure to attract and retain key employees and the outcome of current and possible future litigation. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements and risk factors discussed from time to time in the Company’s filings with the SEC, including, but not limited to, those described under the section entitled “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 12, 2025, our Quarterly Reports on Form 10-Q filed with the SEC on May 15, 2025, and August 14, 2025, and subsequent filings with the SEC, which can be found at the SEC’s website at http://www.sec.gov. For the reasons described above, we caution you against relying on any forward-looking statements. Any forward-looking statement made by us in this press release speaks only as of the date on which we make it. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. No recipient should, therefore, rely on these forward-looking statements as representing the views of the Company or its management as of any date subsequent to the date of this press release.

Investor Relations

Christine Greany
The Blueshirt Group
christine@blueshirtgroup.com

Media Contact

Brunswick Group LLP
Fossilgroup@brunswickgroup.com

FAQ

What change did Fossil (FOSL) announce about the exchange offer on Oct 16, 2025?

Fossil extended the Exchange Offer, Consent Solicitation and Rights Offering deadline to 5:00pm New York time on Oct 22, 2025.

How much of the 7.00% Senior Notes due 2026 had been tendered for Fossil (FOSL) by Oct 15, 2025?

As of 5:00pm on Oct 15, 2025, $113,057,875 had been validly tendered, equal to 75.37% of the $150,000,000 outstanding principal.

When are the UK Proceeding Plan Meeting and sanction hearing for Fossil (FOSL)?

The Plan Meeting is scheduled for Nov 6, 2025 and the potential sanction hearing is set for Nov 10, 2025.

Will Fossil (FOSL) proceed with amendments to the Old Notes indenture before a final UK court determination?

The company said it may make effective UK Proceeding amendments to the Old Notes indenture prior to a definitive determination under the Transaction Support Agreement.

Is Fossil (FOSL) pursuing an IPO of an India subsidiary as of Oct 16, 2025?

Fossil said it is not currently pursuing an initial public offering of a company subsidiary in India.