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Fossil Group, Inc. director Wendy Lee Schoppert bought additional company shares in the open market. On March 16, 2026, she purchased 21,929 shares of Common Stock at $4.68 per share, increasing her direct holdings to 96,294 shares. This Form 4/A is an amendment that corrects the original filing, which had mistakenly reported the trade under transaction code “A” instead of the proper open-market purchase code “P”.
Fossil Group, Inc. director Wendy Lee Schoppert received an equity grant of 21,929 shares of common stock at a reference value of $4.68 per share. Following this grant, she directly owns 96,294 shares of Fossil common stock. A portion of her holdings consists of 33,043 Restricted Stock Units, which typically vest over time and convert into shares as service conditions are met.
Fossil Group, Inc. outlines a multi‑year turnaround after several years of declining sales and a challenged traditional watch market. Fiscal 2025 net sales were $1,004.4 million, down 12.3% from $1,145.0 million in 2024 and $1,412.4 million in 2023, with proprietary brands at $489.5 million and licensed brands at $475.3 million.
Watches remain the core business, representing 82.3% of 2025 net sales, supported by owned brands such as FOSSIL and SKAGEN and major licenses including MICHAEL KORS and ARMANI lines. The company achieved about $100 million in SG&A savings in 2025 through workforce reductions, shifting smaller markets to distributors and closing 49 underperforming stores, leaving 199 stores worldwide.
Fossil restructured its balance sheet in 2025, replacing its prior notes with new first‑ and second‑lien notes and adding a $150 million asset‑based revolver. Total indebtedness was $205.1 million as of January 3, 2026, and interest paid in 2025 was $16.1 million. Management highlights tariff costs that reduced gross margin by about 140 basis points in 2025, heavy reliance on Chinese sourcing, and substantial debt covenants as key risks to profitability and liquidity.
Fossil Group, Inc. CEO Franco Fogliato reported an acquisition of 72,000 shares of common stock through vesting of performance stock units. These shares relate to a grant of 180,000 performance restricted stock units (PRSUs) awarded on April 15, 2025 under Fossil’s 2024 Long-Term Incentive Plan.
The PRSUs vest annually in three equal installments on a 1-for-1 basis, subject to continued employment and share price performance ranges. On March 3, 2026, the Compensation Committee certified performance high enough to increase the first yearly installment by 20%, resulting in 72,000 shares scheduled to vest on April 15, 2026. Any PRSUs that do not meet performance criteria will be cancelled for no value.
Fossil Group, Inc. Chief Commercial Officer Joe T. Martin reported acquiring 30,000 shares of common stock on March 3, 2026 through the exercise and conversion of performance stock units. A matching 30,000 performance stock units were converted, leaving him with 82,500 performance units and 215,761 common shares held directly.
The award stems from a grant of 75,000 performance restricted stock units on April 15, 2025 under Fossil’s 2024 Long-Term Incentive Plan. These units vest in three yearly installments, with each year’s payout adjusted based on the stock’s average fair market value. The compensation committee certified that performance for the first installment supports a 20% increase, so an aggregate 75,000 shares of common stock are scheduled to vest on April 15, 2026, with units that do not meet performance criteria cancelled for no value.
Fossil Group, Inc. Chief Brand Officer Melissa B. Lowenkron reported an equity award vesting and conversion of performance stock units into common shares. On March 3, 2026, 28,001 Performance Stock Units were exercised into 28,001 shares of common stock at a cash exercise price of $0.00 per share, increasing her directly held common stock to 103,407 shares.
The Form 4 relates to a grant of 70,000 performance restricted stock units (PRSUs) awarded on April 15, 2025 under Fossil’s 2024 Long-Term Incentive Plan. These PRSUs vest in three equal yearly installments on a 1-for-1 basis into common stock, with each annual vesting subject to an increase in the number of shares issued based on the average fair market value over the last thirty trading days of the prior calendar year.
On March 3, 2026, the Compensation Committee certified that performance was sufficient for the first yearly installment vesting on April 15, 2026 to be increased by 20%, so that an aggregate of 70,000 shares of common stock will be issued on that vesting date, while PRSUs that did not meet performance criteria will be cancelled for no value.
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.