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.
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
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.
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.