Fossil Group Reports Material Agreement and Financial Obligations

TL;DR

Fossil Group just dropped an 8-K detailing a big debt deal and equity sales. Watch this space.

AI Summary

On August 13, 2025, Fossil Group, Inc. entered into a material definitive agreement related to its Seven Hundred Million Senior Notes Due 2026. The company also reported on the creation of a direct financial obligation and unregistered sales of equity securities. This filing indicates significant financial activity and potential changes in the company's capital structure.

Why It Matters

This filing signals significant financial maneuvers by Fossil Group, including new debt obligations and equity sales, which could impact its financial health and stock performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, indicating potentially significant financial restructuring or events.

Key Numbers

• $700.0M — Senior Notes Due 2026 (Represents a significant debt obligation for Fossil Group.)

Key Players & Entities

• Fossil Group, Inc. (company) — Registrant
• August 13, 2025 (date) — Date of earliest event reported
• Seven Hundred Million Senior Notes Due 2026 (dollar_amount) — Financial Obligation

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share FOSL The Nasdaq Stock Mar
• $32.5 million — icable: A new money financing of up to $32.5 million aggregate principal amount of 9.500% Fi
• $0.50 — Warrants will have an exercise price of $0.50 per share and a term of 30 days. The p
• $1.0 m — nt) will receive an aggregate amount of $1.0 million, pro rata (based on amount of Uns
• $150 million — y") in an aggregate principal amount of $150 million. Borrowings under the Revolving Credit

Filing Documents

• ef20053871_8k.htm (8-K) — 64KB
• ef20053871_ex10-1.htm (EX-10.1) — 686KB
• ef20053871_ex10-2.htm (EX-10.2) — 1375KB
• ef20053871_ex99-1.htm (EX-99.1) — 15KB
• ef20053871_ex99-2.htm (EX-99.2) — 21KB
• image00001.jpg (GRAPHIC) — 3KB
• image00002.jpg (GRAPHIC) — 80KB
• image00003.jpg (GRAPHIC) — 155KB
• image00004.jpg (GRAPHIC) — 92KB
• image00005.jpg (GRAPHIC) — 93KB
• image00006.jpg (GRAPHIC) — 95KB
• image00007.jpg (GRAPHIC) — 2KB
• 0001140361-25-031033.txt ( ) — 3498KB
• fosl-20250813.xsd (EX-101.SCH) — 4KB
• fosl-20250813_def.xml (EX-101.DEF) — 17KB
• fosl-20250813_lab.xml (EX-101.LAB) — 26KB
• fosl-20250813_pre.xml (EX-101.PRE) — 19KB
• ef20053871_8k_htm.xml (XML) — 6KB

01

Item 1.01 Entry into a Material Definitive Agreement. Transaction Support Agreement On August 13, 2025, Fossil Group, Inc. (the "Company"), Fossil (UK) Global Services Ltd. ("Fossil UK"), and certain direct and indirect subsidiaries of the Company identified therein (collectively, the "Company Parties") entered into a Transaction Support Agreement (the "Transaction Support Agreement") with certain holders (the "Consenting Noteholders") representing ownership of approximately 59% of the aggregate principal of the Company's 7.00% Senior Notes due 2026 (the "Unsecured Notes") . The Transaction Support Agreement contains certain covenants on the part of each of the parties thereto, including covenants that the Consenting Noteholders participate in, consent to, vote in favor of, and otherwise support, as applicable: A new money financing of up to $32.5 million aggregate principal amount of 9.500% First-Out Senior Secured Notes due 2029 (the "First-Out Notes") to be offered to (i) the Consenting Noteholders on a private placement basis and (ii) to holders of Unsecured Notes ("Noteholders") (other than the Consenting Holders) pursuant to an SEC-registered offering (together, the "New Money Financing"), in each case pro rata (based on the face amount of their respective Unsecured Notes in comparison to the total aggregate principal amount of all Unsecured Notes). Noteholders that participate in the New Money Financing for their full pro rata portion of the New Money Financing will also receive common stock, par value $0.01 ("Common Stock") of the Company equal to 5.0% of their respective funded portion of the New Money Financing, with the value of the Common Stock to be determined based on the average of the Daily VWAPs for the 30 consecutive Trading Days (each as defined in the Transaction Support Agreement) immediately prior to the date of the Transaction Support Agreement. An out-of-court private exchange of Unsecured Notes pursuant to which the Consenting Noteho

02

Item 1.02 Termination of a Material Definitive Agreement. On August 13, 2025, concurrently with the Company's entry into the Credit Agreement, the Company voluntarily terminated its existing secured asset-based revolving credit agreement dated September 26, 2019 (as was amended from time to time) by and among the Company and Fossil Partners L.P., Fossil Group Europe GmbH, Fossil Asia Pacific Limited, Fossil (Europe) GmbH, Fossil (UK) Limited and Fossil Canada Inc, certain other subsidiaries of the Company from time to time party thereto designated as borrowers, certain subsidiaries of the Company from time to time party thereto as guarantors, JPMorgan Chase Bank, N.A. as administrative agent, and the other financial institutions and lenders from time to time party thereto.

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

02

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Company will issue the Common Stock, the New Warrants and the Common Stock and prefunded warrants (including Common Stock issuable upon exercise of the prefunded warrants) issuable upon exercise of the New Warrants pursuant to the Private Exchange in a private transaction exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof.

01

Item 7.01 Regulation FD Disclosure. Transaction Support Agreement In connection with entering into the Transaction Support Agreement, the Company issued a press release on August 13, 2025, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. Cleansing Materials On March 21, 2025 and June 29, 2025, the Company executed confidentiality agreements (the "Confidentiality Agreements") with the Consenting Noteholders to facilitate confidential discussions and negotiations concerning the Exchange Transaction. Pursuant to the Confidentiality Agreements, the Company provided such parties and their legal and financial advisors with certain confidential information (the "Cleansing Materials") and agreed that if certain conditions were met, the Company would publicly disclose the Cleansing Materials. As described above in Item 1.01, the Company Parties have entered into the Transaction Support Agreement, and, as a result of the foregoing, the Cleansing Materials included as Exhibit 99.2 hereto are being furnished in satisfaction of the Company's public disclosure obligations under the Confidentiality Agreements. The Cleansing Materials were provided by the Company solely to facilitate negotiations concerning the Exchange Transaction and were not prepared with a view toward public disclosure and should not be relied upon to make an investment decision with respect to the Company. The Cleansing Materials should not be regarded as an indication that the Company or any third party considers the Cleansing Materials to be a reliable prediction of future events, and the Cleansing Materials should not be relied upon as such. Neither the Company nor any third party has made or makes any representation to any person regarding the accuracy of any Cleansing Materials or undertakes any obligation to publicly update the Cleansing Materials to reflect circumstances existing after the date when the Cleansing

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Document Description 10.1 Transaction Support Agreement, dated as of August 13, 2025, by and among Fossil Group, Inc., Fossil (UK) Global Services Ltd. and the holders party thereto. 10.2 Credit Agreement, dated as of August 13, 2025, by and among Fossil Group, Inc., Fossil Partners, L.P., Fossil Group Europe GMBH, Fossil (Europe) GMBH, Fossil Canada Inc., the guarantors from time to time party thereto, the lenders from time to time party thereto and ACF FINCO I LP, as administrative agent and collateral agent. 99.1 Press Release, dated August 13, 2025. 99.2 Cleansing Materials. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Safe Harbor This Current Report on Form 8-K is not an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements based on our beliefs and assumptions and on information currently available to us. These statements include, but are not limited to, statements regarding the success and completion of the transactions contemplated by the Transaction Support Agreement. Forward-looking statements can be identified by words such as "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects" and similar references to future periods, or by the inclusion of forecasts or projections. Examples of forward-looking statements include, but are not limited to, statements we make regarding the expected Exchange Transaction. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results may differ materially from those contemplated by the forward-looking statements. Im portant factors that could cause actual results to differ materially from those in the forward-looking statements include the inability to complete and recognize the anticipated benefits of the transactions contemplated by the Transaction Support Agreement; unexpected costs related to the transactions contemplated by the Transaction Support Agreement; and regional, national or global political, economic, business, competitive, market and regulatory conditions and uncertainties, among various other risks. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements and risk factors discussed from time to time in the Company's filings with the SEC, including, but not limited to, those described under the section entitled "Risk Factors" in our Annual Report on Form 10-K,

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FOSSIL GROUP INC. By: /s/ Randy S. Hyne Name: Randy S. Hyne Title: Chief Legal Officer and Secretary Date: August 14, 2025 6

View Full Filing

View this 8-K filing on SEC EDGAR