Fossil Group, Inc. (FOSL) SEC Filings

Fossil Group, Inc. (FOSL) is the subject of a Schedule 13G filing reporting that Philotimo Fund LP, Philotimo Focused Growth & Income Fund, Kanen Wealth Management LLC, and David L. Kanen together form a group holding just over five percent of Fossil’s common stock.

As of September 11, 2026, Philotimo beneficially owned 1,700,699 shares (about 2.9% of outstanding shares) and PHLOX beneficially owned 1,000,746 shares (about 1.7%). Kanen Wealth Management LLC and David L. Kanen each beneficially owned 3,022,258 shares, described as approximately 5.1% of the 59,138,052 shares outstanding as of August 5, 2026. The reporting persons state they may be deemed a “group” under Section 13(d)(3) and each disclaims beneficial ownership of shares not directly owned.

For Fossil Group, Inc. (FOSL), director Pamela J. Edwards reported a purchase of 7,208 shares of Common Stock on 2026-08-20 at $5.58 per share in an open market or private transaction. Following this transaction, she directly holds 50,251 shares, which includes 30,577 Restricted Stock Units subject to a vesting schedule.

Fossil Group, Inc. (FOSL) director Gail B. Tifford reported selling 55,669 shares of common stock on 2026-08-18 in an open-market transaction. The shares were sold at a weighted average price of $5.49 per share, with individual trade prices ranging from $5.46 to $5.52. After this sale, Tifford directly holds 110,833 shares of Fossil common stock, which includes 30,577 Restricted Stock Units that are subject to a vesting schedule.

Fossil Group, Inc. reported lower quarterly sales and a larger loss while continuing its multi‑year turnaround. For the 13 weeks ended July 4, 2026, net sales were $209.7 million versus $220.4 million a year earlier, as store rationalizations and softer demand weighed on revenue. Gross profit rose modestly to $130.8 million as cost of sales declined, but operating income fell to $3.2 million from $8.5 million, pressured by higher SG&A and restructuring charges.

Higher leverage significantly increased interest costs: quarterly interest expense more than doubled to $8.3 million, driving a net loss attributable to Fossil of $10.6 million (loss of $0.18 per share), versus a $2.3 million loss last year. Year‑to‑date, sales were $434.4 million and operating income improved to $15.2 million, reducing the six‑month net loss to $11.4 million from $19.9 million. Operating cash flow remained negative at $(31.0) million, while cash and cash equivalents were $79.0 million and long‑term debt rose to $203.0 million. The company continues to execute its Turnaround Plan, recording $5.5 million of restructuring charges year‑to‑date and booking $5.9 million of U.S. tariff refund claims as a loss recovery.

Fossil Group, Inc. is soliciting proxies for its 2026 annual meeting on October 2, 2026. Stockholders will vote to elect seven directors, approve on an advisory basis named executive officer compensation, approve the First Amendment to the 2024 Long-Term Incentive Plan, and ratify Deloitte & Touche LLP as auditor for the fiscal year ending January 2, 2027.

The board reports strong governance practices, fully independent key committees, and an independent chair. For fiscal 2025, the company achieved $1.0 billion in net sales and $10.6 million in adjusted operating income, producing a 100.8% payout under the annual cash incentive plan. CEO Franco Fogliato received $2.73 million in 2025 total compensation. As of August 3, 2026, there were 56,638,052 shares outstanding; Nantahala Capital Management beneficially owned 10.4% and BlackRock 6.4%.

Fossil Group, Inc. reported fiscal second quarter 2026 net sales of $209.7 million, down 4.9% year over year, with weakness in direct-to-consumer channels partly from store rationalization. In constant currency, Europe declined 18.2%, while Asia grew 3.7% and the Americas were roughly flat.

Gross profit rose to $130.8 million and gross margin expanded 490 basis points to 62.4%, reflecting better product margins, sourcing initiatives and reduced tariffs. However, higher operating expenses, interest and currency losses led to a net loss of $10.6 million, or $(0.18) per diluted share. Adjusted EBITDA improved to $8.6 million and constant currency adjusted operating income doubled versus last year’s quarter. Liquidity stood at $96.6 million, including $79.0 million in cash, against $203.0 million of total debt. Management raised full-year 2026 guidance, now expecting worldwide net sales to decline 3%–5%, adjusted operating margin of 4%–6% and positive free cash flow, with a projected return to top-line growth in the fourth quarter.

BlackRock, Inc. reported beneficial ownership of common stock of Fossil Group, Inc. on a Schedule 13G filing. BlackRock and certain of its subsidiaries and affiliates collectively beneficially own 3,640,404 shares of Fossil common stock, representing 6.2% of the outstanding class.

BlackRock reports sole voting power over 3,600,880 shares and sole dispositive power over 3,640,404 shares, with no shared voting or dispositive power. Various underlying clients and investors have rights to dividends or sale proceeds from these shares, but no single such person has more than five percent of Fossil’s total outstanding common shares.

Fossil Group, Inc. has scheduled its 2026 Annual Meeting of Stockholders for October 2, 2026 at 9:00 a.m. Central Time. The Board of Directors set August 3, 2026 as the record date to determine stockholders entitled to receive notice of, and vote at, the meeting.

Under the company’s Sixth Amended and Restated Bylaws, stockholders who wish to submit proposals or director nominations must deliver written notice to the Secretary at 901 S. Central Expressway, Richardson, Texas 75080 by the close of business on July 30, 2026. The company states this date is, for purposes of Rule 14a-8 of the Exchange Act, a reasonable time before it begins to print and mail its proxy materials. Previous deadlines described in the 2025 proxy statement no longer apply.

Fossil Group, Inc. director Wendy Lee Schoppert bought additional shares of the company in the open market. On this transaction date, she purchased 24,331 shares of Fossil Group common stock at a price of $4.14 per share in an open-market transaction.

Following this purchase, Schoppert directly owns 120,625 shares of Fossil Group common stock. This total includes 30,577 Restricted Stock Units that are subject to a vesting schedule, meaning part of her reported holdings will only convert into common stock as they vest over time.