UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~August 1413, 2025

FOSSIL GROUP, INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

Delaware

001-41040

75-2018505

~~001-41040~~

~~75-2018505~~

(State or other jurisdiction of

(Commission File Number)

(IRS Employer

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

incorporation or organization)

Identification No.)

901 S. Central Expressway
Richardson,	Texas	75080
(Address of principal executive offices)		(Zip Code)

901 S. Central Expressway

~~Registrant’s telephone number~~Richardson, ~~including~~Texas ~~area code: (972) 234-2525~~ 75080

(~~Former~~Address ~~name~~of orPrincipal ~~former~~Executive ~~address~~Offices, ifincluding ~~changed~~Zip ~~since last report~~Code)

~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions~~ (~~see General Instruction A.2. below~~972): 234-2525

(Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Ticker Symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

FOSL

The Nasdaq Stock Market LLC

7.00% Senior Notes due 2026

FOSLL

The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	FOSL	The Nasdaq Stock Market LLC
7.00% Senior Notes due 2026	FOSLL	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth ~~companyIf an emerging growth~~ company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~If ~~5.02~~an ~~Departure~~emerging ofgrowth ~~Directors~~company, orindicate ~~Certain~~by ~~Officers;~~check ~~Election~~mark ofif ~~Directors;~~the ~~Appointment~~registrant ofhas ~~Certain~~elected ~~Officers;~~not ~~Compensatory~~to use ~~Arrangements~~the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of ~~Certain~~the ~~Officers~~Exchange Act. ☐

OnItem ~~May 14, 2025, the Company announced that Pamela Edwards and Wendy Schoppert have been appointed to the Board of Directors (the “Board”), effective May 16, 2025~~1. ~~Ms.~~01 ~~Edwards~~Entry ~~and~~into ~~Ms.~~Material ~~Schoppert~~Definitive ~~were also both appointed to serve on the Audit Committee of the Board~~Agreement.

~~There~~On ~~are~~August no13, ~~arrangements~~2025, orFossil ~~understandings~~Group, ~~between Ms~~Inc. ~~Edwards~~(the or“Company”) ~~Ms.~~entered ~~Schoppert~~into ~~and~~a ~~any~~securities ~~other~~exchange ~~persons~~agreement (the “Exchange Agreement”) with certain institutional stockholders (the “Exchanging Stockholders”), pursuant to which ~~they~~the ~~were~~Company ~~appointed~~agreed asto aexchange ~~director~~an aggregate of 2,500,000 shares of the Company’s common stock, par value $0.01 ~~There~~per ~~are~~share (the “Surrendered Shares”), owned by the Exchanging Stockholders for pre-funded warrants (the “Exchange Warrants”) to purchase an aggregate of 2,500,000 shares of common stock (subject to adjustment in the event of stock splits, recapitalizations and other similar events affecting common stock), with an exercise price of $0.01 per share. The Exchange Warrants will not expire prior to exercise. The Company also noagreed ~~family~~to ~~relationships~~pay ~~between~~the MsExchanging Stockholders an amount of $0.01 ~~Edwards~~per orshare Msfor the Surrendered Shares. ~~Schoppert~~The ~~and~~Exchange Warrants are exercisable at any ~~director~~time orexcept that ~~executive~~the ~~officer~~Exchange Warrants cannot be exercised by the Exchanging Stockholders if, after giving effect thereto, the Exchanging Stockholders would beneficially own more than 9.99% of the Company’s common stock, ~~and~~subject Msto certain exceptions. ~~Edwards~~The holders ~~and~~of ~~Ms.~~the ~~Schoppert~~Exchange doWarrants will not have the right to vote on any ~~direct~~matter orexcept ~~indirect~~to ~~material~~the ~~interest~~extent required by Delaware law. The Exchange Warrants were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in ~~any~~reliance ~~related~~on ~~party~~the ~~transaction~~exemption ~~required~~from toregistration becontained ~~disclosed~~in ~~pursuant~~Section to3(a)(9) ~~Item~~and/or ~~404~~Section 4(a)(2) of ~~Regulation~~the SSecurities Act. The Exchange Warrants contain a provision that restrict the exercisability of the Exchange Warrants above 19.99% without obtaining stockholder approval as required by Nasdaq Listing Rules 5635(b) and 5635(d). The Company also agreed to file a registration statement after certain periods following the closing of the transaction contemplated by the Exchange Agreement covering the resale of the shares issuable upon the exercise of the Exchange Warrants. The descriptions of the Exchange Agreement and the Exchange Warrants are not complete and are qualified in their entirety by reference to the Exchange Agreement and the form of Exchange Warrants, which are filed as Exhibit 10.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference. The representations, warranties and covenants made by the Company in the Exchange Agreement and the Exchange Warrants were made solely for the benefit of the parties to the Exchange Agreement and the Exchange Warrants, as applicable, including, in some cases, for the purpose of allocating risk among the parties thereto, and are not and should not be deemed to be a representation, warranty or covenant to investors and may not be relied on by investors.

~~For~~Item ~~their service on the Board, each of Ms~~3.02 ~~Edwards~~Unregistered ~~and~~Sales ~~Ms. Schoppert will receive the Company’s standard non-employee director cash compensation, which includes an annual cash retainer~~ of ~~$140,000.~~Equity ~~The annual retainer to be paid to each of Ms~~Securities. Edwards and Ms. Schoppert will be paid on a quarterly basis in advance and will be pro-rated for the second quarter of fiscal 2025 based on the number of days between the date of their appointment and June 30, 2025, the end of the second calendar quarter.

InThe ~~addition,~~information ~~pursuant~~as toset ~~the~~forth ~~Company’s~~under ~~2024~~Item ~~Long-Term Incentive Plan (the “Plan”), each of Ms~~1.01 ~~Edwards and Ms. Schoppert received a grant~~ of ~~25,000~~this ~~restricted~~Current ~~stock~~Report ~~units~~on asForm ~~of May 16, 2025, the effective date of appointment, pro~~8-~~rated~~K tois ~~reflect~~hereby ~~the~~incorporated ~~number~~by ofreference ~~days~~under ~~between~~this ~~the~~Item ~~date of appointment and the one-year anniversary of the Company’s 2024 Annual Stockholders Meeting~~3. 02.

~~Each~~Neither ofthis ~~Ms.~~Current ~~Edwards~~Report and Ms. Schoppert would also be eligible to receive a grant of restricted stock units, in such amount as determined by the Board, in its sole discretion, provided that such grant shall not exceed more than the number of shares of Common Stock having an aggregate fair market value of $130,000 on ~~the~~Form ~~date of the Company’s 2025 Annual Meeting of Stockholders~~8-K, ifnor ~~Ms.~~any ~~Edwards~~exhibit orattached ~~Ms. Schoppert~~hereto, ~~as applicable,~~ is ~~then~~an ~~serving~~offer as a non-employee director. The restricted stock units will vest and convert into shares of common stock (i) upon the first anniversary of the date of grant for the restricted stock units granted upon appointment to ~~the~~sell ~~Board; and (ii) upon the earlier of the first anniversary of the date of grant~~ or the ~~first~~solicitation ~~Annual Meeting~~ of ~~Stockholders~~an ~~following~~offer ~~the date of grant for the restricted stock units~~ to bebuy ~~granted on~~ the ~~date~~securities ofdescribed ~~the 2025 Annual Meeting of Stockholders; provided that Ms~~herein. ~~Edwards or Ms. Schoppert, as applicable, is providing services to the Company or its subsidiaries on each such vesting date.~~

Each of Ms. Edwards and Ms. Schoppert entered into the Company’s standard form of indemnification agreement for directors as of May 16, 2025.

On May 14, 2025, the Company issued a press release announcing the appointments of Ms. Edwards and Ms. Schoppert, which is incorporated herein by reference. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Document Description	~~Document Description~~
10.1		Form of Indemnification Agreement signed by directors and executive officers (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on November 9, 2023).
4.1	Form of Warrant
99.1		Press Release, dated May 14, 2025.
10.1	Exchange Agreement, dated as of August 13, 2025, by and among Fossil Group, Inc. and the stockholders party thereto.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).	~~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

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 Exchange 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 Exchange Agreement and Exchange Warrants and the transactions contemplated thereby. 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. Important 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 Exchange Agreement and the Exchange Warrants; 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, as amended, for the fiscal year ended December 28, 2024 and subsequent filings with the SEC, which can be found at the SEC’s website at http://www.sec.gov.

For the reasons described above, we caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included elsewhere in this report. Any forward-looking statement made by us in this report speaks only as of the date on which we make it. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. No recipient should, therefore, rely on these forward-looking statements as representing the views of the Company or its management as of any date subsequent to the date of this Current Report on Form 8-K.

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.

Date: May 16, 2025
		FOSSIL GROUP INC.
			FOSSIL GROUP, INC.
	By:	/s/ Randy S. Hyne
			By:	/s/ RANDY GREBEN
		Name: Randy S. Hyne
				Randy Greben
		Title: Chief Legal Officer and Secretary
				Chief Financial Officer
Date: August 13, 2025

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