Fossil Group (FOSL) exchanges 2.5M shares for pre-funded warrants

Fossil Group entered into an exchange agreement on August 13, 2025 to convert an aggregate of 2,500,000 outstanding common shares into pre-funded warrants to purchase 2,500,000 common shares, exercisable at $0.01 per share.

Accepted by SEC EDGAR 08/13/2025 - 05:26 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Fossil Group entered into an exchange agreement on August 13, 2025 to convert an aggregate of 2,500,000 outstanding common shares into pre-funded warrants to purchase 2,500,000 common shares, exercisable at $0.01 per share. The warrants do not expire prior to exercise and the company agreed to pay $0.01 per surrendered share to the exchanging stockholders.

The Exchange Warrants cannot be exercised by the exchanging holders to the extent such exercise would result in beneficial ownership above 9.99%, and the warrants include a restriction that prevents exercisability above 19.99% without shareholder approval required by Nasdaq rules. The warrants were issued without registration under the Securities Act relying on exemptions, and the company agreed to file a registration statement covering resale of shares issuable upon exercise after certain post-closing periods. The Exchange Agreement and form of warrant are filed as Exhibits 10.1 and 4.1.

Positive

• 2,500,000 shares converted to pre-funded warrants, enabling structured reissuance without immediate dilution to public float
• Warrants carry a nominal $0.01 exercise price and do not expire prior to exercise, providing clarity on conversion economics
• Transaction includes a company commitment to file a registration statement covering resale of shares issuable upon exercise

Negative

• Warrants were issued without registration relying on exemptions (Section 3(a)(9) and/or 4(a)(2)), limiting immediate public liquidity of the issuable shares
• Exercise is restricted to prevent exceeding 9.99% beneficial ownership, but eventual exercises could still materially increase outstanding shares and dilute existing shareholders
• Warrants include a provision restricting exercisability above 19.99% without stockholder approval, indicating potential for ownership concentration concerns

Insights

Securities Analyst

TL;DR: Conversion of 2.5M shares into pre-funded warrants at a nominal strike creates potential dilution but includes ownership caps and a registration commitment.

The transaction replaces existing common shares with pre-funded warrants exercisable at $0.01, preserving the company’s capital structure while creating a clear pathway for holders to re-acquire shares subject to limits. The 9.99% beneficial ownership cap and the 19.99% Nasdaq-related restriction constrain large immediate ownership shifts. Issuance relied on Section 3(a)(9)/4(a)(2) exemptions, which limits initial liquidity until the company completes the promised registration filing. For investors, the key metrics are 2,500,000 warrants and the nominal exercise price; impact depends on eventual exercise and registration timing.

Corporate Governance Expert

TL;DR: The agreement reallocates equity into non-voting pre-funded warrants with explicit exercise limitations and a commitment to file for resale registration.

Governance implications include the issuance of instruments that generally do not carry voting rights, other than what Delaware law may require, which preserves current shareholder voting dynamics. The exercise limits (9.99% cap and 19.99% approval threshold) reflect attention to ownership concentration and Nasdaq listing rules. The representations and covenants are stated as party-to-party allocations of risk and are not representations to the market. Material documentation is attached as Exhibits 4.1 and 10.1.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Fossil Group (FOSL) agree to on August 13, 2025?

Fossil Group agreed to exchange 2,500,000 common shares for pre-funded warrants to purchase 2,500,000 shares, exercisable at $0.01 per share.

Will the Exchange Warrants expire?

No. The Exchange Warrants are stated to not expire prior to exercise.

Are there limits on exercising the Exchange Warrants?

Yes. Exchanging stockholders cannot exercise to the extent it would give them beneficial ownership over 9.99%, and exercisability above 19.99% is restricted absent shareholder approval under Nasdaq rules.

Were the Exchange Warrants registered under the Securities Act?

No. The Exchange Warrants were issued without registration relying on exemptions in Section 3(a)(9) and/or Section 4(a)(2) of the Securities Act; the company agreed to file a registration statement after certain periods.

Where can I find the full exchange agreement and warrant form?

The Exchange Agreement (Exhibit 10.1) and form of Warrant (Exhibit 4.1) are filed as exhibits to this Current Report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

false0000883569NASDAQNASDAQ00008835692025-08-132025-08-130000883569us-gaap:CommonStockMember2025-08-132025-08-130000883569fosl:Seven00SeniorNotesDue2026Member2025-08-132025-08-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 13, 2025

FOSSIL GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-41040	75-2018505
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

901 S. Central Expressway

Richardson, Texas 75080

(Address of Principal Executive Offices, including Zip Code)

(972) 234-2525

(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
Common Stock, par value $0.01 per share		FOSL		The Nasdaq Stock Market LLC
7.00% Senior Notes due 2026		FOSLL		The Nasdaq Stock Market LLC

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 1.01 Entry into Material Definitive Agreement.

On August 13, 2025, Fossil Group, Inc. (the “Company”) entered into a securities exchange agreement (the “Exchange Agreement”) with certain institutional stockholders (the “Exchanging Stockholders”), pursuant to which the Company agreed to exchange an aggregate of 2,500,000 shares of the Company’s common stock, par value $0.01 per share (the “Surrendered Shares”), owned by the Exchanging Stockholders for pre-funded warrants (the “Exchange Warrants”) to purchase an aggregate of 2,500,000 shares of common stock (subject to adjustment in the event of stock splits, recapitalizations and other similar events affecting common stock), with an exercise price of $0.01 per share. The Exchange Warrants will not expire prior to exercise. The Company also agreed to pay the Exchanging Stockholders an amount  of $0.01 per share for the Surrendered Shares. The Exchange Warrants are exercisable at any time except that the Exchange Warrants cannot be exercised by the Exchanging Stockholders if, after giving effect thereto, the Exchanging Stockholders would beneficially own more than 9.99% of the Company’s common stock, subject to certain exceptions. The holders of the Exchange Warrants will not have the right to vote on any matter except to the extent required by Delaware law. The Exchange Warrants were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration contained in Section 3(a)(9) and/or Section 4(a)(2) of the Securities Act. The Exchange Warrants contain a provision that restrict the exercisability of the Exchange Warrants above 19.99% without obtaining stockholder approval as required by Nasdaq Listing Rules 5635(b) and 5635(d). The Company also agreed to file a registration statement after certain periods following the closing of the transaction contemplated by the Exchange Agreement covering the resale of the shares issuable upon the exercise of the Exchange Warrants. The descriptions of the Exchange Agreement and the Exchange Warrants are not complete and are qualified in their entirety by reference to the Exchange Agreement and the form of Exchange Warrants, which are filed as Exhibit 10.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference. The representations, warranties and covenants made by the Company in the Exchange Agreement and the Exchange Warrants were made solely for the benefit of the parties to the Exchange Agreement and the Exchange Warrants, as applicable, including, in some cases, for the purpose of allocating risk among the parties thereto, and are not and should not be deemed to be a representation, warranty or covenant to investors and may not be relied on by investors.

Item 3.02 Unregistered Sales of Equity Securities.

The information as set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference under this Item 3.02.

Neither this Current Report on Form 8-K, nor any exhibit attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Document Description
4.1	Form of Warrant
10.1	Exchange Agreement, dated as of August 13, 2025, by and among Fossil Group, Inc. and the stockholders party thereto.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Safe Harbor

This Current Report on Form 8-K is not an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

2

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements based on our beliefs and assumptions and on information currently available to us. These statements include, but are not limited to, statements regarding the success and completion of the transactions contemplated by the Exchange Agreement. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods, or by the inclusion of forecasts or projections. Examples of forward-looking statements include, but are not limited to, statements we make regarding the Exchange Agreement and Exchange Warrants and the transactions contemplated thereby. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the inability to complete and recognize the anticipated benefits of the transactions contemplated by the Exchange Agreement and the Exchange Warrants; and regional, national or global political, economic, business, competitive, market and regulatory conditions and uncertainties, among various other risks. 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, as amended, for the fiscal year ended December 28, 2024 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, which should also be read in conjunction with the other cautionary statements that are included elsewhere in this report. 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 Current Report on Form 8-K.

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: August 13, 2025

4