Fossil Group sets UK court hearing on $150M 7.00% notes
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.
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
Insights
Procedural update on a UK Part 26A plan for $150,000,000 notes; outcome pending.
The company outlines near-term steps for a UK Part 26A restructuring plan covering its $150,000,000 7.00% Senior Notes due 2026. A single meeting of plan creditors occurs on November 6, 2025, followed by a High Court sanction hearing expected on November 10, 2025.
This filing lists process mechanics—evidence access on November 7, 2025 and Court confirmation timing—without economic terms or outcomes. Cash-flow treatment and any changes to note terms are not specified in this excerpt.
Investor impact hinges on creditor approval and Court sanction. Subsequent disclosures will indicate whether the plan is approved, modified, or not sanctioned.
8-K Event Classification
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What action did FOSL announce regarding its debt?
When is the Fossil Group plan meeting for noteholders?
When will evidence be available to plan creditors of FOSL?
When is the UK court sanction hearing for Fossil Group’s plan?
Which securities are covered by the proposed restructuring plan?
How did Fossil Group furnish this information?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices, including Zip Code)
(Registrant’s Telephone Number, including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure. |
On November 4, 2025, Fossil Group, Inc. (the “Company”) issued a press release announcing that, in connection with the previously announced single meeting (the “Plan Meeting”) to be held on Thursday, November 6, 2025, in respect of the Company’s US $150,000,000 7.00% Senior Notes due November 30, 2026 (the “Notes”), access to evidence filed by the Fossil (UK) Global Services Ltd (the “Plan Company”), a subsidiary of the Company, will be available to persons who are or may be creditors of the Plan Company in respect of the Notes (the “Plan Creditors”) on Friday, November 7, 2025 in advance of the hearing (the “Sanction Hearing”) before the High Court of Justice of England and Wales (the “Court”) in order to sanction the restructuring plan proposed pursuant to Part 26A of the Companies Act 2006 (as amended) in respect of the Notes (the “Restructuring Plan”).
At the Plan Meeting, Plan Creditors will consider and, if thought fit, approve (with or without modification, addition or condition approved or imposed by the Court) the Restructuring Plan. The Sanction Hearing is expected to be held at the Royal Courts of Justice, Rolls Building, Fetter Lane, London EC4A 1NL, United Kingdom on November 10, 2025. The exact time and location will be confirmed and published by the Court by 4:30 p.m. (London time) / 11:30 a.m. (New York City time) on November 7, 2025 on the Insolvency & Companies Court Cause List.
A copy of the press release issued on November 4, 2025 is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
The information furnished in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Document Description | |
| 99.1 | Press Release, dated November 4, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
Forward-Looking Statements
This report 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;
2
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 prospectus (the “Prospectus”) dated September 25, 2025, as supplemented by a prospectus supplement dated October 16, 2025, in the registration statement (including a prospectus) on Form S-3, as amended and supplemented (File No. 333-290139) (the “S-3 Registration Statement”) and the registration statement (including a prospectus) on Form S-4, as amended and supplemented (File No. 333-290141) (together with the S-3 Registration Statement, 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 transactions contemplated by 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 report 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 report.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FOSSIL GROUP, INC. | ||
| By: | /s/ Randy S. Hyne | |
| Name: Randy S. Hyne | ||
| Title: Chief Legal Officer and Secretary | ||
Date: November 4, 2025
4