Fossil Group Inc SEC Filings

Fossil Group (FOSL) entered an Equity Distribution Agreement to establish an at‑the‑market equity program of up to $50,000,000 in common stock with Maxim Group as sales agent. Sales, if any, may be made on The Nasdaq Capital Market at market prices or as otherwise agreed, after the Registration Statement on Form S‑3 is declared effective.

The Company will pay Maxim a 2.0% commission on gross sales and reimburse reasonable documented expenses. The program ends upon selling $50,000,000, on mutual written termination, or on the date that is twelve months from execution if either party gives at least one business day’s notice. The Company is not obligated to sell and there is no assurance any shares will be sold.

Fossil Group, Inc. filed an S-3 shelf registration to offer up to $150,000,000 of securities, including senior debt, common and preferred stock, depositary shares, warrants and units. The filing also includes a sales agreement prospectus supplement for an at-the-market offering of up to $50,000,000 of common stock through Maxim Group LLC, which is included within the $150,000,000 shelf capacity.

The company states it may sell securities from time to time using various methods, and expects to use any net proceeds for general corporate purposes, which may include repayment or refinancing of borrowings, working capital, capital expenditures, investments and acquisitions.

Fossil’s common stock trades on Nasdaq as “FOSL”; the last reported sale price was $2.31 per share on November 12, 2025. Shares outstanding were 54,640,589 as of November 12, 2025. The company also has warrants outstanding exercisable for 2,500,000 shares at an exercise price of $0.01 per share, subject to a 9.99% beneficial ownership limitation.

Fossil Group, Inc. reported third‑quarter results in its 10‑Q. Net sales were $270.201 million versus $287.819 million a year ago. Operating loss was $21.680 million, and net loss attributable to Fossil was $39.869 million (basic and diluted EPS $(0.76)), compared with a $32.031 million loss last year.

Year to date, net sales were $723.882 million and operating loss was $19.939 million, with a net loss of $59.739 million. Cash and cash equivalents were $79.216 million and long‑term debt was $169.064 million as of October 4, 2025. Net cash used in operating activities for the year‑to‑date period was $73.098 million.

Watches remained the core category, accounting for 83.6% of Q3 revenue, including $222.204 million from traditional watches. On August 13, 2025, the company exchanged 2,500,000 common shares for pre‑funded warrants exercisable at $0.01 per share, subject to a 9.99% beneficial ownership limit. Shares outstanding were 54,640,589 as of November 4, 2025.

Fossil Group, Inc. furnished a Form 8-K under Item 2.02 announcing it issued a press release with financial results for the fiscal quarter ended October 4, 2025. The press release is attached as Exhibit 99.1 and the information is being furnished, not filed, under the Exchange Act.

The company’s securities listed include Common Stock (ticker FOSL) and 7.00% Senior Notes due 2026 (ticker FOSLL) on The Nasdaq Stock Market LLC.

Fossil Group (FOSL) announced a key restructuring milestone. The U.S. Bankruptcy Court for the Southern District of Texas granted a Chapter 15 recognition order tied to the company’s ongoing restructuring of its 7.00% Senior Notes due 2026. This recognizes in the U.S. the UK court-approved restructuring plan under Part 26A of the UK Companies Act.

The High Court of Justice of England and Wales approved the plan on November 10, 2025, and the company expects to distribute the securities issuable upon the cancellation of the Notes in the next few days. This step aligns the cross‑border process, allowing the UK plan to take effect in the U.S. and facilitating completion of the debt restructuring.

Fossil Group, Inc. announced that the High Court of Justice of England and Wales sanctioned a restructuring plan under Part 26A for the Company’s 7.00% Senior Notes due 2026.

Implementation of the plan will cancel the 2026 Notes and the Company will issue two new secured tranches: 9.500% First-Out First Lien Secured Senior Notes due 2029 and 7.500% Second-Out Second Lien Secured Senior Notes due 2029. The plan was pursued through subsidiary Fossil (UK) Global Services Ltd. Fossil furnished a press release as Exhibit 99.1.

Fossil Group, Inc. announced that creditors of its subsidiary’s US $150,000,000 7.00% Senior Notes approved a restructuring plan under Part 26A of the UK Companies Act. Approval required at least 75% in value of notes held by creditors present and voting; 82.88% by value were present at the meeting.

With creditor approval secured, a sanction hearing before the High Court of Justice of England and Wales is expected on November 10, 2025 in London, where the Court will consider the Plan Company’s application to sanction the restructuring plan.

Fossil Group, Inc. announced milestones in the proposed UK court process to restructure its US $150,000,000 7.00% Senior Notes due November 30, 2026. A single creditor meeting on November 6, 2025 will consider the Part 26A restructuring plan.

Access to evidence for eligible noteholders will be available on November 7, 2025, ahead of a sanction hearing expected at the High Court in London on November 10, 2025, with the exact time and location to be confirmed that day. The company furnished a press release as Exhibit 99.1 under Item 7.01.

Fossil Group, Inc. reported it has received the requisite consents from holders of its 7.00% Senior Notes due 2026 to adopt proposed amendments to the notes’ indenture, and executed a Third Supplemental Indenture that became effective on October 22, 2025.

The amendments change the governing law of the notes and indenture to the laws of England and Wales and delete the exchange listing covenant.

The company also announced that its UK affiliate will proceed with an English law restructuring plan under Part 26A to implement a restructuring of the notes as described in its prospectus. In addition, Fossil extended the expiration of its Exchange Offer and concurrent Rights Offering to 5:00 p.m. New York City time on November 10, 2025, with all other terms remaining in effect.