Fossil Group Inc SEC Filings

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 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).

Fossil Group filed an amended shelf prospectus describing an exchange offer, consent solicitation and a concurrent rights offering to restructure its outstanding "Old Notes." Holders who tender and consent may receive new secured "First-Out Notes" (9.50% interest, quarterly payments beginning March 15, 2026) or, for non-new-money participants, "Second-Out Notes" (7.50% interest). The Rights Offering contemplates subscription rights to purchase First-Out Notes at 100% of face value and a New Stock Investment of one share of common stock for each $34.06 of First-Out Notes purchased. The filing contemplates up to 1,194,584 shares deliverable via Initial Public Warrants and pre-funded warrant alternatives and describes allocation between Supporting Holders and other holders (e.g., $12,941,327 and $19,558,673 allocations of First-Out Notes in the New Money Financing). The company discloses that, after giving effect to the Exchange Offer and Rights Offering and assuming full New Money participation, it would have $180 million of indebtedness consisting of First-Out Notes.

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 proposes a debt restructuring combining an exchange offer, consent solicitation and rights offering. Holders of existing "Old Notes" can exchange into newly issued First-Out Notes (senior, 9.50% accrued interest) or Second-Out Notes (subordinated, 7.50% accrued interest), and will receive pro rata Initial Public Warrants or Pre-Funded Public Warrants. A Rights Offering lets participating holders subscribe for additional First-Out Notes and receive one share of common stock per $34.06 of First-Out Notes purchased.

Key timings: launch September 9, 2025; Exchange Offer expiration 5:00pm ET October 7, 2025 (subject to extension); Settlement contingent on SEC effectiveness. If all holders participate as New Money Participants, post-transaction indebtedness would be $180 million.

Fossil Group (FOSL) reported a weaker top line but improving operating results for the quarter ended July 5, 2025. Consolidated net sales fell 15.2% versus the prior-year quarter (15.8% in constant currency), driven by declines across all regions, a 29.0% drop in direct-to-consumer sales and a 22.9% decline in global comparable retail sales as the Company reduced its store base. Operating income improved to $8.5 million from an operating loss of $34.0 million a year earlier; operating margin was 3.9% versus (13.1)% previously. Tariff headwinds reduced gross margin by about 80 basis points in the quarter. The Company is pursuing a Turnaround Plan to realize ~$100 million in SG&A savings in 2025, expects ~$50 million of related charges (with ~$7 million incurred in 2024), and has closed 34 stores YTD with 10–15 more planned. Debt and liquidity actions include $150 million of 7.00% notes outstanding, replacement of the prior revolver with a new $150 million ABL credit facility effective August 13, 2025, a Transaction Support Agreement covering a proposed exchange and new-money financing (consenting noteholders represent ~59% of notes), and the sale of a European distribution center for $23 million. The Company held approximately $104.6 million of cash offshore (95.2% of cash) and reported cumulative net losses and negative cash flow in recent periods.

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.