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Fossil Group (FOSL) SEC Filings, Nov 6-20, 2025

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.

Form 4
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Fossil Group, Inc. (FOSL) reported an insider stock purchase by its Chief Commercial Officer, Joe T. Martin. On 11/18/2025, Martin acquired 56,180 shares of Fossil Group common stock in an open market purchase coded "P" at a price of $1.78 per share.

After this transaction, Martin beneficially owned 185,761 shares of Fossil Group common stock. This total includes 129,581 Restricted Stock Units that are subject to a vesting schedule, meaning those units will convert into shares over time as vesting conditions are met.

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Fossil Group, Inc. (FOSL) reported insider share purchases by its CEO and director, Franco Fogliato. On 11/18/2025, he bought Fossil common stock in three open-market transactions: 50,000 shares at $1.80, 50,000 shares at $1.75, and 100,000 shares at $1.82. These purchases increased his direct holdings to 1,950,000 Fossil shares.

The reported total includes 750,000 restricted stock units (RSUs), which are share-based awards that vest over time according to a vesting schedule. All reported holdings are listed as directly owned.

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Fossil Group, Inc. completed a restructuring that exchanged and cancelled all $150,000,000 of its 7.00% Senior Notes due 2026 and put new secured notes and equity-linked instruments in place.

The company issued First-Out Notes bearing 9.500% cash interest, maturing January 1, 2029, with a potential additional 2.00% PIK if a Borrowing Base Overage occurs. It also issued Second-Out Notes at 7.500% cash interest, maturing June 30, 2029. Both series are guaranteed by subsidiaries and secured by liens with priorities set by new intercreditor agreements, and include change-of-control repurchase provisions (First-Out at 107.500%, Second-Out at 100.000%).

Supporting Holders received $1,625,000 principal of First-Out Notes as a backstop premium, plus a private placement of 792,772 common shares and 1,897,073 warrants. Warrants are exercisable at $0.50 per share (or $0.49 per pre-funded warrant) and expire December 15, 2025, with a 9.99% beneficial ownership cap that may be raised to 19.99% with notice.

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Fossil Group (FOSL) entered an Equity Distribution Agreement to establish an at‑the‑market equity program of up to $50,000,000 in common stock with Maxim Group as sales agent. Sales, if any, may be made on The Nasdaq Capital Market at market prices or as otherwise agreed, after the Registration Statement on Form S‑3 is declared effective.

The Company will pay Maxim a 2.0% commission on gross sales and reimburse reasonable documented expenses. The program ends upon selling $50,000,000, on mutual written termination, or on the date that is twelve months from execution if either party gives at least one business day’s notice. The Company is not obligated to sell and there is no assurance any shares will be sold.

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Fossil Group, Inc. filed an S-3 shelf registration to offer up to $150,000,000 of securities, including senior debt, common and preferred stock, depositary shares, warrants and units. The filing also includes a sales agreement prospectus supplement for an at-the-market offering of up to $50,000,000 of common stock through Maxim Group LLC, which is included within the $150,000,000 shelf capacity.

The company states it may sell securities from time to time using various methods, and expects to use any net proceeds for general corporate purposes, which may include repayment or refinancing of borrowings, working capital, capital expenditures, investments and acquisitions.

Fossil’s common stock trades on Nasdaq as “FOSL”; the last reported sale price was $2.31 per share on November 12, 2025. Shares outstanding were 54,640,589 as of November 12, 2025. The company also has warrants outstanding exercisable for 2,500,000 shares at an exercise price of $0.01 per share, subject to a 9.99% beneficial ownership limitation.

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Form 10-Q
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Fossil Group, Inc. reported third‑quarter results in its 10‑Q. Net sales were $270.201 million versus $287.819 million a year ago. Operating loss was $21.680 million, and net loss attributable to Fossil was $39.869 million (basic and diluted EPS $(0.76)), compared with a $32.031 million loss last year.

Year to date, net sales were $723.882 million and operating loss was $19.939 million, with a net loss of $59.739 million. Cash and cash equivalents were $79.216 million and long‑term debt was $169.064 million as of October 4, 2025. Net cash used in operating activities for the year‑to‑date period was $73.098 million.

Watches remained the core category, accounting for 83.6% of Q3 revenue, including $222.204 million from traditional watches. On August 13, 2025, the company exchanged 2,500,000 common shares for pre‑funded warrants exercisable at $0.01 per share, subject to a 9.99% beneficial ownership limit. Shares outstanding were 54,640,589 as of November 4, 2025.

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Fossil Group, Inc. furnished a Form 8-K under Item 2.02 announcing it issued a press release with financial results for the fiscal quarter ended October 4, 2025. The press release is attached as Exhibit 99.1 and the information is being furnished, not filed, under the Exchange Act.

The company’s securities listed include Common Stock (ticker FOSL) and 7.00% Senior Notes due 2026 (ticker FOSLL) on The Nasdaq Stock Market LLC.

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Fossil Group (FOSL) announced a key restructuring milestone. The U.S. Bankruptcy Court for the Southern District of Texas granted a Chapter 15 recognition order tied to the company’s ongoing restructuring of its 7.00% Senior Notes due 2026. This recognizes in the U.S. the UK court-approved restructuring plan under Part 26A of the UK Companies Act.

The High Court of Justice of England and Wales approved the plan on November 10, 2025, and the company expects to distribute the securities issuable upon the cancellation of the Notes in the next few days. This step aligns the cross‑border process, allowing the UK plan to take effect in the U.S. and facilitating completion of the debt restructuring.

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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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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 November 20, 2025.