Every 8-K that Fossil Group, Inc. (FOSL) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow FOSL and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full FOSL filings page.
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.
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 reported first quarter 2026 net sales of $224.8 million, down 3.6% year over year, but delivered a sharp improvement in profitability. Gross margin was 59.9%, and operating income swung to a $12 million profit with a 5.4% operating margin versus a loss a year ago.
Operating expenses fell 18.1% to $122.7 million, helped by lower restructuring costs and savings from turnaround efforts. Net loss narrowed to $0.8 million, or $0.01 per diluted share, while adjusted EBITDA rose to $14.5 million, or 6.5% of net sales.
The company ended the quarter with $81.4 million of cash and total liquidity of $109.5 million, against total debt of $195.3 million. Management reiterated full-year 2026 guidance, expecting worldwide net sales to decline 4%–6%, adjusted operating margin between 3% and 5%, and free cash flow around break-even.
Fossil Group, Inc. reported that Chief Commercial Officer Joe Martin has decided to resign to pursue other interests. His last day with the company will be May 8, 2026.
Chief Executive Officer Franco Fogliato has immediately assumed Martin’s responsibilities, having previously led the company’s commercial sales organization. Fossil Group has begun a search for a successor to the Chief Commercial Officer role.
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.
Fossil Group, Inc. completed a restructuring that exchanged and cancelled all $150,000,000 of its 7.00% Senior Notes due 2026 and put new secured notes and equity-linked instruments in place.
The company issued First-Out Notes bearing 9.500% cash interest, maturing January 1, 2029, with a potential additional 2.00% PIK if a Borrowing Base Overage occurs. It also issued Second-Out Notes at 7.500% cash interest, maturing June 30, 2029. Both series are guaranteed by subsidiaries and secured by liens with priorities set by new intercreditor agreements, and include change-of-control repurchase provisions (First-Out at 107.500%, Second-Out at 100.000%).
Supporting Holders received $1,625,000 principal of First-Out Notes as a backstop premium, plus a private placement of 792,772 common shares and 1,897,073 warrants. Warrants are exercisable at $0.50 per share (or $0.49 per pre-funded warrant) and expire December 15, 2025, with a 9.99% beneficial ownership cap that may be raised to 19.99% with notice.
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. 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.
Fossil Group, Inc. extended the expiration of its exchange offer, consent solicitation, and concurrent rights offering for its 7.00% Senior Notes due 2026 from 5:00 p.m. New York City time on October 15, 2025 to 5:00 p.m. New York City time on October 22, 2025.
The company also outlined next steps in a related UK court process for subsidiary Fossil (UK) Global Services Ltd. Following a convening hearing on October 15, 2025, the Court approved calling a meeting of noteholders. The Plan Meeting is scheduled for November 6, 2025, where approval requires 75% by value of those present and voting. If approved, a sanction hearing is set for November 10, 2025.
Addressing a media report, Fossil stated it is not currently pursuing an initial public offering of a company subsidiary in India. The company filed related exhibits, including the press release, the plan meeting notice, and the form of Plan Creditor Letter.
Fossil Group, Inc. supplemented its Registration Statements on Form S-3 and Form S-4 with a Prospectus Supplement filed on October 8, 2025. The filing includes consents from Ankura Consulting (Europe) Limited and an attached press release and interactive data file. The company lists a range of forward-looking risk factors that could materially affect results, including non-core asset sales, political and economic uncertainty, supply interruptions, changes in consumer spending, foreign operations risks, rising material and labor costs, intellectual property risks, store traffic levels, potential failure to consummate the transactions described in the Registration Statements, significant transaction costs, restrictive debt covenants on new notes, and loss of key personnel. The company warns forward-looking statements speak only as of their date and disclaims any obligation to update them.
Fossil Group, Inc. (FOSL) filed an 8-K including a comprehensive cautionary statement about forward-looking statements and a detailed list of risk factors that could affect its business. The filing reiterates potential exposures including non-core asset sales, political and macroeconomic uncertainty, pandemic impacts, supply interruptions, data security breaches, foreign currency fluctuations, product performance and consumer preferences, competition, and regulatory and tariff risks. It also warns of risks tied to the transactions contemplated by certain Registration Statements, including significant transaction costs, potential inability to meet debt covenants, going concern implications, and the risk of not consummating those transactions.
The company points readers to its SEC filings for additional risk disclosures and states that forward-looking statements speak only as of the date made and will not be updated except as required by law. The filing is signed by the Chief Legal Officer and Secretary, Randy S. Hyne.
Fossil Group, Inc. filed an 8-K reporting a material event and included a press release dated September 9, 2025 that primarily reiterates forward-looking cautionary language and a broad list of risk factors. The company warns that the Transactions may not be consummated and that failure to complete them could cause delays, significant alternative-transaction costs, and could impact the company's ability to continue as a going concern. The filing highlights risks from restrictive debt covenants in the New Notes, significant costs tied to the Transactions, market and macro risks (including recession, inflation, and pandemics), supply interruptions, competitive pressures, and potential litigation outcomes. The filing directs readers to earlier SEC filings dated March 12, 2025, May 15, 2025, and August 14, 2025 for additional risk disclosures and states that forward-looking statements speak only as of their date.
Fossil Group, Inc. entered into a Transaction Support Agreement with holders representing approximately 59% of its outstanding 7.00% Senior Notes due 2026 to implement an Exchange Transaction and raise additional capital. The plan contemplates a $32.5 million New Money Financing via 9.500% First-Out Senior Secured Notes due 2029 offered pro rata, private exchanges of Unsecured Notes into First-Out Notes at 100% of face plus accrued interest, SEC-registered offers for other holders, and issuance of New Warrants to purchase 3,000,000 shares at a $0.50 exercise price with a 30-day term.
Separately, the company obtained a new asset-based revolving credit facility providing $150 million of commitments that bear interest at 5.00% for term SOFR borrowings or 4.00% for base rate borrowings, are secured by substantially all assets, include customary covenants and defaults, and replace the prior secured facility. The support agreement contemplates backstop commitments, compensation to consenting holders, a consent solicitation to amend the indenture and subordination mechanics, and contemplates implementation via an English Court proceeding if certain participation thresholds are not met.
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.
Fossil Group, Inc. (FOSL) furnished a press release announcing its financial results for the fiscal quarter ended July 5, 2025, and attached that release as Exhibit 99.1 to this Form 8-K. The filing states the cover page interactive data file is included as Exhibit 104 and clarifies the information is being furnished rather than filed, so it is not incorporated by reference in other filings absent specific citation. The 8-K identifies the disclosure topic as results of operations and financial condition but does not include numerical financial metrics in the body of the report; readers must refer to Exhibit 99.1 for the actual quarter results and any detailed figures.