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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.