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Fossil Group (FOSL) SEC Filings, May-Aug 2026

FOSL NASDAQ

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.

Rhea-AI Summary

Fossil Group, Inc. reported lower quarterly sales and a larger loss while continuing its multi‑year turnaround. For the 13 weeks ended July 4, 2026, net sales were $209.7 million versus $220.4 million a year earlier, as store rationalizations and softer demand weighed on revenue. Gross profit rose modestly to $130.8 million as cost of sales declined, but operating income fell to $3.2 million from $8.5 million, pressured by higher SG&A and restructuring charges.

Higher leverage significantly increased interest costs: quarterly interest expense more than doubled to $8.3 million, driving a net loss attributable to Fossil of $10.6 million (loss of $0.18 per share), versus a $2.3 million loss last year. Year‑to‑date, sales were $434.4 million and operating income improved to $15.2 million, reducing the six‑month net loss to $11.4 million from $19.9 million. Operating cash flow remained negative at $(31.0) million, while cash and cash equivalents were $79.0 million and long‑term debt rose to $203.0 million. The company continues to execute its Turnaround Plan, recording $5.5 million of restructuring charges year‑to‑date and booking $5.9 million of U.S. tariff refund claims as a loss recovery.

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Fossil Group, Inc. is soliciting proxies for its 2026 annual meeting on October 2, 2026. Stockholders will vote to elect seven directors, approve on an advisory basis named executive officer compensation, approve the First Amendment to the 2024 Long-Term Incentive Plan, and ratify Deloitte & Touche LLP as auditor for the fiscal year ending January 2, 2027.

The board reports strong governance practices, fully independent key committees, and an independent chair. For fiscal 2025, the company achieved $1.0 billion in net sales and $10.6 million in adjusted operating income, producing a 100.8% payout under the annual cash incentive plan. CEO Franco Fogliato received $2.73 million in 2025 total compensation. As of August 3, 2026, there were 56,638,052 shares outstanding; Nantahala Capital Management beneficially owned 10.4% and BlackRock 6.4%.

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Rhea-AI Summary

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.

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BlackRock, Inc. reported beneficial ownership of common stock of Fossil Group, Inc. on a Schedule 13G filing. BlackRock and certain of its subsidiaries and affiliates collectively beneficially own 3,640,404 shares of Fossil common stock, representing 6.2% of the outstanding class.

BlackRock reports sole voting power over 3,600,880 shares and sole dispositive power over 3,640,404 shares, with no shared voting or dispositive power. Various underlying clients and investors have rights to dividends or sale proceeds from these shares, but no single such person has more than five percent of Fossil’s total outstanding common shares.

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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.

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Fossil Group, Inc. director Wendy Lee Schoppert bought additional shares of the company in the open market. On this transaction date, she purchased 24,331 shares of Fossil Group common stock at a price of $4.14 per share in an open-market transaction.

Following this purchase, Schoppert directly owns 120,625 shares of Fossil Group common stock. This total includes 30,577 Restricted Stock Units that are subject to a vesting schedule, meaning part of her reported holdings will only convert into common stock as they vest over time.

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FOSSIL GROUP, INC. Schedule 13G/A reports that Nantahala Capital Management, LLC and its principals beneficially own 5,876,955 shares of common stock, representing 9.99% of the class as of March 31, 2026.

The filing states the position includes 472,931 shares that may be acquired within sixty days through the exercise of convertible securities. Nantahala, and Messrs. Wilmot B. Harkey and Daniel Mack as managing members, report shared voting and dispositive power over the disclosed shares.

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Fossil Group, Inc. reported first-quarter 2026 net sales of $224.8 million, down from $233.3 million a year earlier, as store rationalization, weaker leather and jewelry, and the exit from smartwatches weighed on revenue. Despite this, operating results improved, with operating income of $12.0 million versus a prior-year loss of $6.7 million, driven by lower restructuring costs and SG&A savings under its Turnaround Plan.

Gross margin slipped to 59.9% from 61.3%, reflecting higher tariffs and minimum royalty timing, partly offset by $4.0 million of IEEPA tariff refunds. After $8.5 million of interest expense on newly restructured debt and higher borrowing costs, Fossil posted a small net loss of $0.8 million, much narrower than the $17.6 million loss a year earlier.

Cash and cash equivalents were $81.4 million as of April 4, 2026, against long-term debt of $193.0 million and revolving credit facility borrowings of $33.0 million. Operating cash flow remained negative at $(21.8) million as the company continued to fund restructuring, interest and working capital needs while executing its multi-year Turnaround Plan focused on profitable growth, operating model optimization and debt reduction.

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Form 8-K
Rhea-AI Summary

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.

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Miller Value Partners, LLC and William H. Miller IV report beneficial ownership of 2,425,185 shares of Fossil Group, Inc. common stock, equal to 4.156% of the class. The filing states these shares are owned by clients of Miller Value Partners and that Mr. Miller is deemed beneficial owner as control person. The Schedule 13G/A amendment is signed May 4, 2026 and includes a Power of Attorney effective July 23, 2024.

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FAQ

How many Fossil Group (FOSL) SEC filings are available on StockTitan?

StockTitan tracks 75 SEC filings for Fossil Group (FOSL), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for Fossil Group (FOSL)?

The most recent SEC filing for Fossil Group (FOSL) was filed on August 13, 2026.