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Fossil Group Inc SEC Filings

FOSL NASDAQ

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.

The Fossil Group, Inc. (FOSL) SEC filings page on Stock Titan provides access to the company’s U.S. Securities and Exchange Commission disclosures, along with AI‑supported summaries to help interpret complex documents. Fossil Group files a range of reports and registration statements as a Nasdaq‑listed issuer and as part of its ongoing restructuring and financing activities.

Core periodic reports such as the Annual Report on Form 10‑K and Quarterly Reports on Form 10‑Q (referenced throughout Fossil Group’s 8‑K filings) describe its business as a global design, marketing, distribution and innovation company specializing in watches, jewelry, handbags, small leather goods, belts and sunglasses. These filings also present segment information for the Americas, Europe and Asia, risk factors, management’s discussion and analysis and details on licensing arrangements and distribution channels.

Fossil Group’s Current Reports on Form 8‑K are particularly important for tracking material events. Recent 8‑Ks detail the company’s restructuring plan for its 7.00% Senior Notes due 2026 under Part 26A of the UK Companies Act 2006, the approval and sanction of that plan, the cancellation of the old notes, and the issuance of new 9.500% First‑Out First Lien Secured Senior Notes due 2029 and 7.500% Second‑Out Second Lien Secured Senior Notes due 2029. Other 8‑Ks describe an at‑the‑market equity program under an Equity Distribution Agreement, amendments to its asset‑based revolving credit facility, and court recognition of the restructuring plan in the United States.

The company’s definitive proxy statement on Schedule 14A (DEF 14A) provides information on board composition, director elections, executive compensation, board committees and matters to be voted on at the annual meeting, including the ratification of the independent registered public accounting firm. These materials give insight into Fossil Group’s governance framework and oversight of its turnaround and restructuring efforts.

On this page, Stock Titan surfaces these filings as they are made available on EDGAR and applies AI‑powered summaries and highlights to help readers quickly identify key points, such as changes in capital structure, new debt instruments, covenant terms, risk factor updates and proposed shareholder actions. Users can review Forms 10‑K and 10‑Q for a comprehensive view of the business, scan Form 8‑K items for recent developments, and examine proxy disclosures related to executive pay and board matters, all with contextual explanations aimed at making the technical language of SEC documents more accessible.

Rhea-AI Summary

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.

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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.

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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.

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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.

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Fossil Group (FGI) issued a prospectus supplement outlining its UK court-supervised Restructuring Plan and further extended its exchange offer for 7.00% Senior Notes due 2026 to 22 October 2025. Because the Minimum Tender Condition remains unmet, the company is advancing the plan under Part 26A of the UK Companies Act in parallel until the exchange closes.

The supplement provides the Explanatory Statement and voting mechanics. Key dates include a Record Date of 27 October 2025, a Plan Meeting on 6 November 2025, a Sanction Hearing on or around 10 November 2025, an anticipated Plan Effective Date on or around 11 November 2025, and a Restructuring Effective Date on or around 13 November 2025.

The transactions contemplate issuance of First-Out Notes, Second-Out Notes, warrants, and, for certain participants, common stock, alongside a new money offering. The company states net cash proceeds from the new money will be used to repay borrowings under the New ABL Facility and for working capital.

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Fossil Group, Inc. (FOSL) issued a prospectus supplement outlining a UK Companies Act Part 26A restructuring plan running in parallel with its extended exchange offer for 7.00% Senior Notes due 2026. The exchange offer has been extended until 5:00 p.m. (New York) on 22 October 2025.

The plan gives noteholders two primary paths. Those who elect to participate in the New Money Offering receive First-Out Notes, common stock and warrants. Those who do not participate receive Second-Out Notes and warrants. Under the First-Out Notes Indenture, up to $185,125,000 of 9.500% secured notes due 2029 may be issued; the Second-Out Notes Indenture provides for up to $58,457,360 of 7.500% secured notes due 2029.

Key dates include a Record Date on 27 October 2025, a Plan Meeting on 6 November 2025, a Sanction Hearing on or around 10 November 2025, an anticipated Plan Effective Date on or around 11 November 2025, and a Restructuring Effective Date on or around 13 November 2025. FGI states net cash proceeds from the New Money Offering will be used to repay borrowings under the New ABL Facility and for general purposes.

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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.

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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.

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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.

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Fossil Group is offering a coordinated Exchange Offer, Consent Solicitation and Rights Offering as part of a recapitalization described in this Form S-4/A. Holders of existing "Old Notes" may exchange into newly issued First-Out First Lien Secured Senior Notes due 2029 or Second-Out Second Lien Secured Senior Notes due 2029, and receive Initial Public Warrants or Pre-Funded Public Warrants to purchase up to 1,194,584 shares of common stock. The First-Out Notes will accrue at 9.50% per annum and the Second-Out Notes at 7.50%. The Rights Offering gives participating holders a New Stock Investment of one share of common stock per $34.06 of First-Out Notes purchased. The Company may complete the Exchange Offer without a UK proceeding if conditions are met; otherwise a UK Proceeding may be used. Key procedural dates include commencement on September 9, 2025 and an Exchange Offer expiration time of 5:00pm New York City time on October 7, 2025 (subject to extension).

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FAQ

What is the current stock price of Fossil Group (FOSL)?

The current stock price of Fossil Group (FOSL) is $4.47 as of March 16, 2026.

What is the market cap of Fossil Group (FOSL)?

The market cap of Fossil Group (FOSL) is approximately 269.0M.

FOSL Rankings

FOSL Stock Data

268.97M
48.75M
Footwear & Accessories
Watches, Clocks, Clockwork Operated Devices/parts
Link
United States
RICHARDSON

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