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.
Fossil Group, Inc. filings document the public-company record for a Nasdaq-listed lifestyle accessories issuer, including common stock registration data and senior-note securities disclosed in recent reports. Form 8-K filings cover operating results, officer changes, material definitive agreements, equity distribution arrangements, debt restructuring matters, court-recognition orders and senior-note capital-structure disclosures.
Proxy materials describe board governance, executive compensation and shareholder voting matters. The filings also provide formal exhibits and risk-related language around the company's turnaround plan, liquidity, asset-based borrowing, debt maturities and financing transactions.
Fossil Group, Inc. Chief Commercial Officer Joe T. Martin reported an equity compensation grant and related tax withholding. He received performance-based restricted stock units (PRSUs) that convert into common shares over three yearly installments under the company’s 2024 Long-Term Incentive Plan, rather than through an open-market purchase.
The PRSUs vest 1-for-1 into common stock, with extra shares added if the average share price over the prior calendar year is higher. Vesting installments increase by 20% if the average price is between $4.25 and $5.99, by 30% between $6.00 and $7.74, and by 50% at or above $7.75. On the same date, 21,716 common shares were withheld at $5.40 per share to cover tax obligations, leaving Martin with 194,045 directly held common shares, including 86,387 time-based RSUs subject to a vesting schedule.
Fossil Group, Inc. director Wendy Lee Schoppert bought additional company shares in the open market. On March 16, 2026, she purchased 21,929 shares of Common Stock at $4.68 per share, increasing her direct holdings to 96,294 shares. This Form 4/A is an amendment that corrects the original filing, which had mistakenly reported the trade under transaction code “A” instead of the proper open-market purchase code “P”.
Fossil Group, Inc. director Wendy Lee Schoppert received an equity grant of 21,929 shares of common stock at a reference value of $4.68 per share. Following this grant, she directly owns 96,294 shares of Fossil common stock. A portion of her holdings consists of 33,043 Restricted Stock Units, which typically vest over time and convert into shares as service conditions are met.
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.
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. 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.
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.
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.
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.
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.