Fossil Group Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Other Events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices, including Zip Code)
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
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 company
If 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 1.01 | Entry into a Material Definitive Agreement. |
In connection with the previously announced exchange offer (the “Exchange Offer”) and consent solicitation (the “Consent Solicitation”), Fossil Group, Inc. (the “Company”) received, as of 5:00 p.m. New York City time on October 22, 2025, the requisite number of consents from holders (the “Holders”) of the Company’s 7.00% Senior Notes due 2026 (the “Old Notes”) to adopt certain proposed amendments (the “UK Proceeding Amendments”) to the indenture governing the Old Notes (the “Base Indenture”) dated as of November 8, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A. (the “Old Notes Trustee”), as supplemented by the first supplemental indenture (the “First Supplemental Indenture”) dated November 8, 2021, between the Company and the Old Notes Trustee and the second supplemental indenture (together with the Base Indenture and the First Supplemental Indenture, the “Old Notes Indenture”) dated as of September 19, 2025 by and among the Company, the Fossil (UK) Global Services Ltd. (as guarantor) (the “Plan Company”) and the Old Notes Trustee.
The UK Proceeding Amendments consist of (i) changing the governing law of the Old Notes and Old Notes Indenture to the laws of England and Wales, and (ii) deleting the covenant described under Section 4.03 (Exchange Listing) of the First Supplemental Indenture. On October 22, 2025, the Company, Plan Company and Old Notes Trustee entered into a third supplemental indenture (the “Third Supplemental Indenture”) to the Old Notes Indenture to reflect the UK Proceeding Amendments. The Third Supplemental Indenture became effective upon execution and is operative as of October 22, 2025.
The foregoing summary of the Third Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Third Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information contained in Item 1.01 of this Current Report on Form 8-K related to the Third Supplemental Indenture is incorporated into this Item 3.03 by reference.
| Item 8.01 | Other Events. |
On October 23, 2025, the Company issued a press release announcing that, in connection with the Exchange Offer and Consent Solicitation with respect to its Old Notes (i) it had received the requisite consents to amend the Old Notes Indenture with the proposed UK Proceeding Amendments and (ii) the Plan Company will proceed with utilizing an English law restructuring plan pursuant to Part 26A of the Companies Act 2006 (as amended) proposed by the Plan Company to implement a restructuring of the Old Notes on substantially the same terms, all as described in the Prospectus (as defined herein), including the section entitled “The UK Proceeding” in the Prospectus.
The Company also announced the extension of the expiration of the Exchange Offer and its concurrent rights offering (the “Rights Offering”) from 5:00pm New York City time on October 22, 2025 to 5:00pm New York City time on November 10, 2025. All other terms, provisions and conditions of the Exchange Offer, Consent Solicitation and Rights Offering will remain in full force and effect.
A copy of the press release issued on October 23, 2025 is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Document Description | |
| 4.1 | Third Supplemental Indenture, dated as of October 22, 2025, by and among Fossil Group, Inc., Fossil (UK) Global Services Ltd. and The Bank of New York Mellon Trust Company, N.A., as trustee. | |
| 99.1 | Press Release, dated October 23, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
2
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 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 product lines; changes in the mix of product sales; the effects of vigorous competition in the markets in which we operate; compliance with debt covenants and other contractual provisions and our ability to meet debt service obligations; risks related to the success of our business strategy; the termination or non-renewal of material licenses; risks related to foreign operations and manufacturing; changes in the costs of materials and labor; government regulation and tariffs; our ability to secure and protect trademarks and other intellectual property rights; levels of traffic to and management of our retail stores; if the transactions contemplated by the prospectus (the “Prospectus”) dated September 25, 2025, as supplemented by a prospectus supplement dated October 16, 2025, in the registration statement (including a prospectus) on Form S-3, as amended and supplemented (File No. 333-290139) (the “S-3 Registration Statement”) and the registration statement (including a prospectus) on Form S-4, as amended and supplemented (File No. 333-290141) (together with the S-3 Registration Statement, the “Registration Statements”) are not consummated, the potential delays and significant costs of alternative transactions, which may not be available to us on acceptable terms, or at all, which in turn may impact our ability to continue as a going concern; the significant costs incurred by us in connection with the transactions contemplated by the Registration Statements; our inability to comply with the restrictive debt covenants contained in the new notes to be issued in connection with the transactions contemplated by the Registration Statements; and loss of key personnel or failure to attract and retain key employees and the outcome of current and possible future litigation. 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 filed with the SEC on March 12, 2025, our Quarterly Reports on Form 10-Q filed with the SEC on May 15, 2025, and August 14, 2025, 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. 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 report.
3
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/ Franco Fogliato | |
| Name: | Franco Fogliato | |
| Title: | Chief Executive Officer | |
Date: October 23, 2025
4