Fossil Group, INC. 8-K Filing

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share FOSL The Nasdaq Stock Mar
• $32,500,000 — icipants") (i) provided an aggregate of $32,500,000 of incremental, new money financing in
• $120,229,725 — $0.01 ("Common Stock"), (ii) exchanged $120,229,725 aggregate principal amount of Old Notes
• $945,946 — of First-Out Notes, and (iii) received $945,946 aggregate principal amount of First-Out
• $29,770,275 — n-New Money Participants") (i) received $29,770,275 aggregate principal amount of Second-Ou
• $53,858 — w Money Participants, and (ii) received $53,858 aggregate principal amount of Second-Ou
• $150,000,000 — a result of the Restructuring Plan, all $150,000,000 aggregate principal amount of Old Notes
• $1,625,000 — eement, the Supporting Holders received $1,625,000 aggregate principal amount of First-Out
• $0.50 — le upon the exercise of the Warrants is $0.50 per share (the "Common Stock Exercise P
• $0.49 — le upon the exercise of the Warrants is $0.49 per Pre-Funded Warrant (the "Pre-Funded

Filing Documents

• d895497d8k.htm (8-K) — 70KB
• d895497dex41.htm (EX-4.1) — 987KB
• d895497dex43.htm (EX-4.3) — 943KB
• d895497dex45.htm (EX-4.5) — 327KB
• d895497dex101.htm (EX-10.1) — 510KB
• d895497dex102.htm (EX-10.2) — 321KB
• d895497dex103.htm (EX-10.3) — 1390KB
• g895497g1113000327000.jpg (GRAPHIC) — 3KB
• 0001193125-25-280531.txt ( ) — 5706KB
• fosl-20251113.xsd (EX-101.SCH) — 4KB
• fosl-20251113_def.xml (EX-101.DEF) — 13KB
• fosl-20251113_lab.xml (EX-101.LAB) — 21KB
• fosl-20251113_pre.xml (EX-101.PRE) — 14KB
• d895497d8k_htm.xml (XML) — 5KB

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Document Description 4.1 First-Out Notes Indenture, by and among the Company, the Guarantors and Wilmington Trust, National Association, as trustee and as notes collateral agent, dated as November 13, 2025. 4.2 Form of First-Out Note (included in Exhibit 4.1). 4.3 Second-Out Notes Indenture, by and among the Company, the Guarantors and Wilmington Trust, National Association, as trustee and as notes collateral agent, dated as November 13, 2025. 4.4 Form of Second-Out Note (included in Exhibit 4.3). 4.5 Warrant Agency Agreement by and among the Company and Computershare Inc. and Computershare Trust Company, N.A., as warrant agent, dated November 13, 2025. 4.6 Form of Warrant (included in Exhibit 4.5). 4.7 Form of Pre-Funded Warrant (included in Exhibit 4.5). 10.1 ABL Intercreditor Agreement by and among the Company, the Guarantors, ACF FINCO I LP, as administrative agent, Wilmington Trust, National Association, as senior representative and Wilmington Trust, National Association, as the initial junior priority representative. 10.2 First-Out/Second-Out Intercreditor Agreement by and among the Company, the Guarantors Wilmington Trust, National Association, as senior representative and Wilmington Trust, National Association, as the initial junior priority representative, dated November 13, 2025 10.3 ABL Amendment among the Company, the Guarantors and ACF FINCO I LP, as administrative agent, dated November 13, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking Statements

Forward-Looking Statements This report contains statements that are not purely historical and may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can be identified by words such as "anticipate," "target," "expect," "estimate," "intend," "plan," "aim" "seek," "believe," "continue," "will," "may," "would," "could" or "should" or other words of similar meaning. There are several factors which could cause the Company's actual plans and results to differ materially from those expressed or implied in forward-looking statements and these forward-looking statements are based on information available to us as of the date hereof and represent management's current views and assumptions. Such factors include, but are not limited to: risks related to the success of our restructuring and turnaround plans; risks related to strengthening our balance sheet and liquidity and improving working capital; risks related to our planned non-core asset sales; increased political uncertainty; the effect of worldwide economic conditions, including recessionary risks; the effect of pandemics; the impact of any activist shareholders; the failure to meet the continued listing requirements of NASDAQ; significant changes in consumer spending patterns or preferences and lower levels of consumer spending resulting from inflation, a general economic downturn or generally reduced shopping activity caused by public safety or consumer confidence concerns; interruptions or delays in the supply of key components or products; acts of war or acts of terrorism; loss of key facilities; a data security or privacy breach or information systems disruptions; changes in foreign currency valuations in relation to the U.S. dollar; the performance of our products within the prevailing retail environment; customer acceptance of both new designs and newly-introduced

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: November 13, 2025

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