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Fossil Group Inc SEC Filings

FOSL NASDAQ

Welcome to our dedicated page for Fossil Group SEC filings (Ticker: FOSL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.

The Fossil Group, Inc. (FOSL) SEC filings page on Stock Titan provides access to the company’s U.S. Securities and Exchange Commission disclosures, along with AI‑supported summaries to help interpret complex documents. Fossil Group files a range of reports and registration statements as a Nasdaq‑listed issuer and as part of its ongoing restructuring and financing activities.

Core periodic reports such as the Annual Report on Form 10‑K and Quarterly Reports on Form 10‑Q (referenced throughout Fossil Group’s 8‑K filings) describe its business as a global design, marketing, distribution and innovation company specializing in watches, jewelry, handbags, small leather goods, belts and sunglasses. These filings also present segment information for the Americas, Europe and Asia, risk factors, management’s discussion and analysis and details on licensing arrangements and distribution channels.

Fossil Group’s Current Reports on Form 8‑K are particularly important for tracking material events. Recent 8‑Ks detail the company’s restructuring plan for its 7.00% Senior Notes due 2026 under Part 26A of the UK Companies Act 2006, the approval and sanction of that plan, the cancellation of the old notes, and the issuance of new 9.500% First‑Out First Lien Secured Senior Notes due 2029 and 7.500% Second‑Out Second Lien Secured Senior Notes due 2029. Other 8‑Ks describe an at‑the‑market equity program under an Equity Distribution Agreement, amendments to its asset‑based revolving credit facility, and court recognition of the restructuring plan in the United States.

The company’s definitive proxy statement on Schedule 14A (DEF 14A) provides information on board composition, director elections, executive compensation, board committees and matters to be voted on at the annual meeting, including the ratification of the independent registered public accounting firm. These materials give insight into Fossil Group’s governance framework and oversight of its turnaround and restructuring efforts.

On this page, Stock Titan surfaces these filings as they are made available on EDGAR and applies AI‑powered summaries and highlights to help readers quickly identify key points, such as changes in capital structure, new debt instruments, covenant terms, risk factor updates and proposed shareholder actions. Users can review Forms 10‑K and 10‑Q for a comprehensive view of the business, scan Form 8‑K items for recent developments, and examine proxy disclosures related to executive pay and board matters, all with contextual explanations aimed at making the technical language of SEC documents more accessible.

Rhea-AI Summary

Fossil Group, Inc. outlines a multi‑year turnaround after several years of declining sales and a challenged traditional watch market. Fiscal 2025 net sales were $1,004.4 million, down 12.3% from $1,145.0 million in 2024 and $1,412.4 million in 2023, with proprietary brands at $489.5 million and licensed brands at $475.3 million.

Watches remain the core business, representing 82.3% of 2025 net sales, supported by owned brands such as FOSSIL and SKAGEN and major licenses including MICHAEL KORS and ARMANI lines. The company achieved about $100 million in SG&A savings in 2025 through workforce reductions, shifting smaller markets to distributors and closing 49 underperforming stores, leaving 199 stores worldwide.

Fossil restructured its balance sheet in 2025, replacing its prior notes with new first‑ and second‑lien notes and adding a $150 million asset‑based revolver. Total indebtedness was $205.1 million as of January 3, 2026, and interest paid in 2025 was $16.1 million. Management highlights tariff costs that reduced gross margin by about 140 basis points in 2025, heavy reliance on Chinese sourcing, and substantial debt covenants as key risks to profitability and liquidity.

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Fossil Group, Inc. reported weaker sales but much stronger profitability trends for full year 2025 while outlining the next phase of its turnaround. Net sales were $1,004.4 million, down 12.3% from 2024, yet gross margin improved 390 basis points to 56.1% as the company shifted back to a full‑price selling model and benefited from sourcing initiatives.

Operating loss narrowed sharply to $19.1 million from $103.9 million, and constant currency adjusted operating income reached $10.6 million with a 1.1% margin. Net loss improved to $78.3 million, or $1.45 per diluted share, from a $102.7 million loss. Adjusted EBITDA turned positive at $16.9 million, or 1.7% of net sales.

At January 3, 2026, Fossil held $95.8 million in cash and cash equivalents against total debt of $177.8 million, with inventories reduced to $151.8 million. For 2026, the company guides worldwide net sales down 4% to 6% but targets a higher adjusted operating margin of 3% to 5% and break‑even free cash flow. By 2028, it aims for low‑to‑mid single‑digit sales growth, high single‑digit adjusted operating margin and positive free cash flow.

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Fossil Group, Inc. CEO Franco Fogliato reported an acquisition of 72,000 shares of common stock through vesting of performance stock units. These shares relate to a grant of 180,000 performance restricted stock units (PRSUs) awarded on April 15, 2025 under Fossil’s 2024 Long-Term Incentive Plan.

The PRSUs vest annually in three equal installments on a 1-for-1 basis, subject to continued employment and share price performance ranges. On March 3, 2026, the Compensation Committee certified performance high enough to increase the first yearly installment by 20%, resulting in 72,000 shares scheduled to vest on April 15, 2026. Any PRSUs that do not meet performance criteria will be cancelled for no value.

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Fossil Group, Inc. Chief Commercial Officer Joe T. Martin reported acquiring 30,000 shares of common stock on March 3, 2026 through the exercise and conversion of performance stock units. A matching 30,000 performance stock units were converted, leaving him with 82,500 performance units and 215,761 common shares held directly.

The award stems from a grant of 75,000 performance restricted stock units on April 15, 2025 under Fossil’s 2024 Long-Term Incentive Plan. These units vest in three yearly installments, with each year’s payout adjusted based on the stock’s average fair market value. The compensation committee certified that performance for the first installment supports a 20% increase, so an aggregate 75,000 shares of common stock are scheduled to vest on April 15, 2026, with units that do not meet performance criteria cancelled for no value.

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Fossil Group, Inc. Chief Brand Officer Melissa B. Lowenkron reported an equity award vesting and conversion of performance stock units into common shares. On March 3, 2026, 28,001 Performance Stock Units were exercised into 28,001 shares of common stock at a cash exercise price of $0.00 per share, increasing her directly held common stock to 103,407 shares.

The Form 4 relates to a grant of 70,000 performance restricted stock units (PRSUs) awarded on April 15, 2025 under Fossil’s 2024 Long-Term Incentive Plan. These PRSUs vest in three equal yearly installments on a 1-for-1 basis into common stock, with each annual vesting subject to an increase in the number of shares issued based on the average fair market value over the last thirty trading days of the prior calendar year.

On March 3, 2026, the Compensation Committee certified that performance was sufficient for the first yearly installment vesting on April 15, 2026 to be increased by 20%, so that an aggregate of 70,000 shares of common stock will be issued on that vesting date, while PRSUs that did not meet performance criteria will be cancelled for no value.

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Fossil Group, Inc. CFO Randy J. Greben reported an acquisition of shares through a performance-based equity award. On March 3, 2026, 28,001 performance stock units were exercised at $0.00 per unit, converting into 28,001 shares of common stock held directly, following a prior grant of 70,000 performance restricted stock units on April 15, 2025.

These PRSUs vest yearly in three equal installments on a 1-for-1 basis into common shares, with each vesting amount subject to potential increases of 20%, 30%, or 50% based on the average share price over the last thirty trading days of the prior calendar year. The compensation committee certified that performance for the first yearly installment, vesting April 15, 2026, met the criteria for a 20% increase, so 70,000 shares will be issued on that vesting date and any PRSUs that do not meet performance criteria will be cancelled for no value.

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Fossil Group, Inc. may sell up to $50,000,000 of its common stock through an at-the-market offering under a sales agreement with Maxim Group LLC. The stock will be issued from time to time on Nasdaq or in other permitted transactions, with Maxim acting as exclusive sales agent and earning a 2.0% commission on gross proceeds.

As of November 12, 2025, Fossil had 54,640,589 shares outstanding and a Nasdaq closing price of $2.31 per share. An illustrative scenario assumes sales of 21,645,022 shares at $2.31, which would bring total shares outstanding to 76,258,611 and increase pro forma net tangible book value from $1.60 to $1.79 per share, resulting in dilution of about $0.52 per share to new investors. The company intends to use any net proceeds primarily for working capital and general corporate purposes.

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Fossil Group, Inc. (FOSL) reported that its Chief Financial Officer, Randy J. Greben, purchased common stock in the open market. On 11/24/2025, he bought 20,980 shares of Fossil common stock at a weighted average price of $2.38 per share, with individual trades executed between $2.36 and $2.40. Following this transaction, he beneficially owns 170,980 shares of common stock, including 150,000 restricted stock units that are subject to a vesting schedule. The filing is made as a Form 4 for a single reporting person and indicates the shares are held directly.

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Fossil Group, Inc. (FOSL)10,000 shares of common stock in open-market transactions at a weighted average price of $2.37 per share, with individual trade prices ranging from $2.36 to $2.38. After this transaction, the director beneficially owns 12,466 shares of Fossil common stock, including 2,466 restricted stock units that are subject to a vesting schedule. The filing is made on Form 4 as an individual reporting person and reflects a direct ownership position.

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Fossil Group, Inc. (FOSL) director share purchase reported. A company director filed a Form 4 disclosing the open‑market purchase of 33,000 shares of Fossil Group common stock on 11/20/2025 at a weighted average price of $2.40 per share. Following this transaction, the director beneficially owns 135,925 shares held directly. The filing notes that the purchase price reflects multiple trades executed in a range from $2.25 to $2.64 per share.

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FAQ

What is the current stock price of Fossil Group (FOSL)?

The current stock price of Fossil Group (FOSL) is $4.8 as of March 12, 2026.

What is the market cap of Fossil Group (FOSL)?

The market cap of Fossil Group (FOSL) is approximately 232.3M.

FOSL Rankings

FOSL Stock Data

232.32M
48.89M
Footwear & Accessories
Watches, Clocks, Clockwork Operated Devices/parts
Link
United States
RICHARDSON

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