FOSL / Fossil Group, Inc. - SEC-arkiveringer, Årsrapport, Fullmaktsdokument

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): September 9, 2025 FOSSIL GROUP, I

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): September 9, 2025 FOSSIL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41040 75-2018505 (State or Other Jurisdiction of Incorporation) (Commission File N

FOSSIL GROUP, INC. ANNOUNCES COMMENCEMENT OF EXCHANGE OFFER, CONSENT SOLICITATION AND RIGHTS OFFERING RELATING TO ITS SENIOR NOTES

EX-99.1 Exhibit 99.1 FOSSIL GROUP, INC. ANNOUNCES COMMENCEMENT OF EXCHANGE OFFER, CONSENT SOLICITATION AND RIGHTS OFFERING RELATING TO ITS SENIOR NOTES Richardson, TX – September 9, 2025 – Fossil Group, Inc. (NASDAQ: FOSL) (the “Company”) announced today that it has commenced an exchange offer (the “Exchange Offer”) and, accordingly, is offering to exchange any and all of the Company’s outstanding

CERTIFICATE OF INCORPORATION OF A PRIVATE LIMITED COMPANY Company No. 3062442

EX-3.20 Exhibit 3.20 CERTIFICATE OF INCORPORATION OF A PRIVATE LIMITED COMPANY Company No. 3062442 The Registrar of Companies for England and Wales hereby certifies that FOSSIL (UK) LIMITED is this day incorporated under the Companies Act 1985 as a private company and that the company is limited. Given at Companies House, Cardiff, the 30th May 1995 /s/ MRS. E. P. OWEN MRS. E. P. OWEN *N030624428*

FOSSIL GROUP, INC. SECOND SUPPLEMENTAL INDENTURE Dated as of [•], 2025 Dated as of November 8, 2021 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

EX-4.5 Exhibit 4.5 Guarantor Supplemental Indenture FOSSIL GROUP, INC. SECOND SUPPLEMENTAL INDENTURE Dated as of [•], 2025 To INDENTURE Dated as of November 8, 2021 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), by and between FOSSIL GROUP, INC., a Delaware corporation (the “Company”), FOSSIL (UK) GLOBAL SERVICES LTD.

AGREEMENT AND CONTRACT OF TRUST FOSSIL TRUST

EX-3.9 Exhibit 3.9 AGREEMENT AND CONTRACT OF TRUST OF FOSSIL TRUST We, Fossil Intermediate, Inc., a Delaware corporation with its principal place of business at 1105 N. Market Street, Suite 1300, P. O. Box 8985, Wilmington, Delaware 19899 (the “Subscriber”) and Tom Kartsotis, Alan D. Moore (individually a “Trustee” and collectively referred to as the “Trustees”), and Wilmington Trust Company (the

NEW BRUNSWICK BUSINESS CORPORATIONS ACT FORM 1 ARTICLES OF INCORPORATION (SECTION 4)

EX-3.14 Exhibit 3.14 NEW BRUNSWICK BUSINESS CORPORATIONS ACT FORM 1 ARTICLES OF INCORPORATION (SECTION 4) NOUVEAU BRUNSWICK LOI SUR LES CORPORATIONS COMMERCIALES FORMULE 1 STATUTS CONSTITUTIFS (ARTICLE 4) 1 -   Name of Corporation Raison sociale de la corporation FOSSIL CANADA INC. 2 -   The classes and any maximum number of shares that the corporation is authorized to issue and any maximum aggreg

FOSSIL CANADA INC. BY-LAW NUMBER 1

EX-3.15 Exhibit 3.15 FOSSIL CANADA INC. BY-LAW NUMBER 1 A by-law relating generally to the regulation of the affairs of FOSSIL CANADA INC. BE IT ENACTED AND IT IS HEREBY ENACTED as by-law Number 1 of FOSSIL CANADA INC. (hereinafter called the “Corporation”) as follows: DEFINITIONS 1. In this by-law and all other by-laws of the Corporation, unless the context otherwise specifies or requires: (a) “A

FOSSIL GROUP, INC. SECOND SUPPLEMENTAL INDENTURE Dated as of [•], 2025 Dated as of November 8, 2021 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

EX-4.5 Exhibit 4.5 Guarantor Supplemental Indenture FOSSIL GROUP, INC. SECOND SUPPLEMENTAL INDENTURE Dated as of [•], 2025 To INDENTURE Dated as of November 8, 2021 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), by and between FOSSIL GROUP, INC., a Delaware corporation (the “Company”), FOSSIL (UK) GLOBAL SERVICES LTD.

FOSSIL INTERMEDIATE, INC. ARTICLE 1

EX-3.5 Exhibit 3.5 FOSSIL INTERMEDIATE, INC. BYLAWS ARTICLE 1 OFFICES Section 1.1. Registered Office. The registered office shall be in the City of Dover, County of Kent, State of Delaware. Section 1.2. Other Offices. The corporation may also have offices at such other places, either within or without the State of Delaware, as the board of directors may from time to time determine or as the busine

BYLAWS FOSSIL GLOBAL HOLDINGS, INC. a Delaware corporation (the “Corporation”) (Adopted as of August 4, 2025)

EX-3.11 Exhibit 3.11 BYLAWS OF FOSSIL GLOBAL HOLDINGS, INC. a Delaware corporation (the “Corporation”) (Adopted as of August 4, 2025) BYLAWS OF FOSSIL GLOBAL HOLDINGS, INC. ARTICLE I. OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware

WARRANT AGENCY AGREEMENT

EX-4.12 Exhibit 4.12 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of , 2025 (the “Agreement”), by and between Fossil Group, Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”) and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, together as warrant agent (the “Warrant Agent”). W I T N E

STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 03:00 PM 08/19/1994 944156243 - 2428468

EX-3.4 Exhibit 3.4 Delaware PAGE 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “FOSSIL INTERMEDIATE, INC.” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF INCORPORATION, FILED THE NINETEENTH DAY OF AUGUST, A.D. 1994, AT 3 O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1

EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of pr

LIST OF SUBSIDIARY GUARANTORS

EX-22.1 Exhibit 22.1 LIST OF SUBSIDIARY GUARANTORS Each of the subsidiaries of Fossil Group, Inc. (the “Company”) listed below is a guarantor of the 9.500% First-Out Notes due 2029 and the 7.500% Second-Out Notes due 2029 issued by the Company. Subsidiary Guarantor Jurisdiction of Organization Fossil Canada Inc. New Brunswick, Canada Fossil (Europe) GmbH Germany Fossil Global Holdings, Inc. Delawa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other

S-3 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

FOSSIL STORES I, INC. ARTICLE I

EX-3.7 Exhibit 3.7 FOSSIL STORES I, INC. BYLAWS ARTICLE I OFFICES Section 1.1. Registered Office. The registered office shall be in the City of Dover, County of Kent, State of Delaware. Section 1.2. Other Offices. The corporation may also have offices at such other places, either within or without the State of Delaware, as the board of directors may from time to time determine or as the business o

FOSSIL STORES I, INC. ARTICLE I

EX-3.7 Exhibit 3.7 FOSSIL STORES I, INC. BYLAWS ARTICLE I OFFICES Section 1.1. Registered Office. The registered office shall be in the City of Dover, County of Kent, State of Delaware. Section 1.2. Other Offices. The corporation may also have offices at such other places, either within or without the State of Delaware, as the board of directors may from time to time determine or as the business o

The Companies Act 1985 to 1989 ARTICLES OF ASSOCIATION FOSSIL (UK) LIMITED Private Company Limited by Shares Incorporated: 30 May 1995 Company number: 3062442 NATIONWIDE COMPANY SERVICES LIMITED KEMP HOUSE 152-160 CITY ROAD LONDON, EC1V 2NP Telephone

EX-3.21 Exhibit 3.21 The Companies Act 1985 to 1989 MEMORANDUM AND ARTICLES OF ASSOCIATION OF FOSSIL (UK) LIMITED Private Company Limited by Shares Incorporated: 30 May 1995 Company number: 3062442 NATIONWIDE COMPANY SERVICES LIMITED KEMP HOUSE 152-160 CITY ROAD LONDON, EC1V 2NP Telephone number: 0171 490 0084 Fax number: 0171 490 0082 THE COMPANIES ACT 1985 TO 1989 PRIVATE COMPANY LIMITED BY SHAR

FOSSIL GROUP, INC. THIRD SUPPLEMENTAL INDENTURE Dated as of [•], 2025 Dated as of November 8, 2021 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

EX-4.6 Exhibit 4.6 Out-of-Court Supplemental Indenture FOSSIL GROUP, INC. THIRD SUPPLEMENTAL INDENTURE Dated as of [•], 2025 To INDENTURE Dated as of November 8, 2021 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee This THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), by and between FOSSIL GROUP, INC., a Delaware corporation (the “Company”), FOSSIL (UK) GLOBAL SERVICES LTD

Security Type

Calculation of Filing Fee Tables S-4 Fossil Group, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial

CERTIFICATE OF FORMATION OF A LIMITED

EX-3.12 Exhibit 3.12 CERTIFICATE OF FORMATION OF A LIMITED PARTNERSHIP Pursuant to the provisions of the Texas Revised Limited Partnership Act, V.A.T.S. art. 6132a-1, the undersigned person certifies that the statements hereinfter made are provisions of the agreement of limited partnership, which is to be effective on August 31, 1994 after this certificate of limited partnership is filed by the Se

AGREEMENT OF LIMITED PARTNERSHIP FOSSIL PARTNERS, L.P.

EX-3.13 Exhibit 3.13 AGREEMENT OF LIMITED PARTNERSHIP OF FOSSIL PARTNERS, L.P. AGREEMENT OF LIMITED PARTNERSHIP OF FOSSIL PARTNERS, L.P. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 “Act” 1 1.2 “Adjusted Capital Account Deficit” 1 1.3 “Adjusted Capital Contributions” 2 1.4 “Affiliate” 2 1.5 “Agreement” or “Partnership Agreement” 2 1.6 “Bankruptcy” 2 1.7 “Capital Account” 2 1.8 “Capital Contr

INTERCREDITOR AGREEMENT dated as of [__________ __], 20[__] by and between ACF FINCO I LP, as ABL Agent, as First-Out Notes Collateral Agent, and as Second-Out Notes Collateral Agent

EX-10.4 Exhibit 10.4 INTERCREDITOR AGREEMENT dated as of [ ], 20[] by and between ACF FINCO I LP, as ABL Agent, [], as First-Out Notes Collateral Agent, and [], as Second-Out Notes Collateral Agent TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 Section 1.1 UCC Definitions 2 Section 1.2 Other Definitions 2 Section 1.3 Rules of Construction 18 ARTICLE 2 LIEN PRIORITY 18 Section 2.1 Priority of Liens

INTERCREDITOR AGREEMENT dated as of [●], 2025 FOSSIL GROUP, INC., as the Issuer, the other Grantors party hereto, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Senior Representative for the Senior Notes Secured Parties and as Senior Trustee, WILMINGTON

EX-10.3 Exhibit 10.3 INTERCREDITOR AGREEMENT dated as of [●], 2025 among FOSSIL GROUP, INC., as the Issuer, the other Grantors party hereto, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Senior Representative for the Senior Notes Secured Parties and as Senior Trustee, WILMINGTON TRUST, NATIONAL ASSOCIATION, as the Initial Junior Priority Representative and as Junior Trustee, and each additional Repre

Rules of Procedure for the Management / Geschäftsordnung für die Geschäftsführung Im Falle von Abweichungen zwischen der englischen und der deutschen Fassung ist die deutsche Fassung maßgeblich. In case of discrepancies between the English and the Ge

EX-3.17 Exhibit 3.17 Rules of Procedure for the Management / Geschäftsordnung für die Geschäftsführung Im Falle von Abweichungen zwischen der englischen und der deutschen Fassung ist die deutsche Fassung maßgeblich. In case of discrepancies between the English and the German version, the German version shall prevail. English Version Deutsche Version Preamble Präambel The shareholders’ meeting of F

INTERCREDITOR AGREEMENT dated as of [__________ __], 20[__] by and between ACF FINCO I LP, as ABL Agent, as First-Out Notes Collateral Agent, and as Second-Out Notes Collateral Agent

EX-10.4 Exhibit 10.4 INTERCREDITOR AGREEMENT dated as of [ ], 20[] by and between ACF FINCO I LP, as ABL Agent, [], as First-Out Notes Collateral Agent, and [], as Second-Out Notes Collateral Agent TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 Section 1.1 UCC Definitions 2 Section 1.2 Other Definitions 2 Section 1.3 Rules of Construction 18 ARTICLE 2 LIEN PRIORITY 18 Section 2.1 Priority of Liens

Tumringer Straße 186 ¨ 79539 Lörrach

EX-3.16 Exhibit 3.16    UZ 4065/2018      Moritz Kleiderman Tumringer Straße 186 ¨ 79539 Lörrach Tel.: 07621-5601080 ¨ Fax: 07621-5601099 Vollständiger Wortlaut des Gesellschaftsvertrags der Firma Fossil (Europe) GmbH mit dem Sitz in Grabenstätt-OT Erlstätt ************* Bescheinigung nach § 54 Abs. 2 S.l GmbHG Ich, Notar Moritz Kleiderman, bescheinige hiermit, dass die nachfolgende Fassung des Ge

State of Delaware Secretary of State Division of Corporations Delivered 09:08 AM 05/16/2013 FILED 09:05 AM 05/16/2013 SRV 130591821 - 2431489 FILE

EX-3.8 Exhibit 3.8 State of Delaware Secretary of State Division of Corporations Delivered 09:08 AM 05/16/2013 FILED 09:05 AM 05/16/2013 SRV 130591821 - 2431489 FILE AMENDED AND RESTATED CERTIFICATE OF TRUST OF FOSSIL TRUST This Amended and Restated Certificate of Trust of Fossil Trust (the “Trust”) is being duly executed and filed by the undersigned, as trustee, in accordance with the provisions

SENIOR SECURED NOTES INDENTURE dated as of [•], 2025 FOSSIL GROUP, INC. THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent 9.500% FIRST-OUT FIRST LIEN SECURED SENIOR NOTES

EX-4.8 Exhibit 4.8 SENIOR SECURED NOTES INDENTURE dated as of [•], 2025 among FOSSIL GROUP, INC. THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent 9.500% FIRST-OUT FIRST LIEN SECURED SENIOR NOTES DUE 2029 CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.11 (a)(2) 7.11 (a)(3) N.A (a)(4) N

Security Type

Calculation of Filing Fee Tables S-3 Fossil Group, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial

Name and address of Subscriber

EX-3.19 Exhibit 3.19 4193340 THE COMPANIES ACTS 1985 to 1989 PRIVATE COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF FOSSIL (UK) HOLDINGS LIMITED 1. The Company’s name is “FOSSIL (UK) HOLDINGS LIMITED”. 2. The Company’s registered office is to be situated in England and Wales. 3.1 The object of the Company is to carry on business as a general commercial company. OBMGEN A82477 MG01i/SM 3.2 W

Schedule 1 Opinion Documents

EX-5.5 Exhibit 5.5 To: Fossil Group, Inc. 901 S. Central Expressway Richardson, Texas 75080 – the “Addressee” – CMS Hasche Sigle Partnerschaft von Rechtsanwälten und Steuerberatern mbB Stadthausbrücke 1-3 20355 Hamburg T +49 40 37630 0 F +49 40 37630 40600 cms.law Deutsche Bank AG Berlin IBAN DE15 1007 0000 0927 3707 00 BIC   DEUTDEBBXXX Dr. Kerstin Block Our ref.: Bl/rn-2025/08396 Office: Remo Ni

AGREEMENT OF LIMITED PARTNERSHIP FOSSIL PARTNERS, L.P.

EX-3.13 Exhibit 3.13 AGREEMENT OF LIMITED PARTNERSHIP OF FOSSIL PARTNERS, L.P. AGREEMENT OF LIMITED PARTNERSHIP OF FOSSIL PARTNERS, L.P. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 “Act” 1 1.2 “Adjusted Capital Account Deficit” 1 1.3 “Adjusted Capital Contributions” 2 1.4 “Affiliate” 2 1.5 “Agreement” or “Partnership Agreement” 2 1.6 “Bankruptcy” 2 1.7 “Capital Account” 2 1.8 “Capital Contr

WARRANT AGENCY AGREEMENT

EX-4.12 Exhibit 4.12 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of , 2025 (the “Agreement”), by and between Fossil Group, Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”) and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, together as warrant agent (the “Warrant Agent”). W I T N E

SENIOR SECURED NOTES INDENTURE dated as of [•], 2025 FOSSIL GROUP, INC. THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent 7.500% SECOND-OUT SECOND LIEN SECURED NOTES DUE

EX-4.10 Exhibit 4.10 SENIOR SECURED NOTES INDENTURE dated as of [•], 2025 among FOSSIL GROUP, INC. THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent 7.500% SECOND-OUT SECOND LIEN SECURED NOTES DUE 2029 CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.11 (a)(2) 7.11 (a)(3) N.A (a)(4) N.A

FOSSIL GROUP, INC. THIRD SUPPLEMENTAL INDENTURE Dated as of [•], 2025 Dated as of November 8, 2021 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

EX-4.7 Exhibit 4.7 UK Proceeding Supplemental Indenture FOSSIL GROUP, INC. THIRD SUPPLEMENTAL INDENTURE Dated as of [•], 2025 To INDENTURE Dated as of November 8, 2021 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee This THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), by and between FOSSIL GROUP, INC., a Delaware corporation (the “Company”), FOSSIL (UK) GLOBAL SERVICES LT

FILE COPY CERTIFICATE OF INCORPORATION OF A PRIVATE LIMITED COMPANY Company No. 4193340

EX-3.18 Exhibit 3.18 FILE COPY CERTIFICATE OF INCORPORATION OF A PRIVATE LIMITED COMPANY Company No. 4193340 The Registrar of Companies for England and Wales hereby certifies that FOSSIL (UK) HOLDINGS LIMITED is this day incorporated under the Companies Act 1985 as a private company and that the company is limited. Given at Companies House, Cardiff, the 3rd April 2001 *N04193340B* /s/ MRS. V.M. ST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1

EX-25.2 Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of pr

Delaware The First State

EX-3.10 Exhibit 3.10 Delaware The First State Page 1    I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “FOSSIL GLOBAL HOLDINGS, INC.”, FILED IN THIS OFFICE ON THE FOURTH DAY OF AUGUST, A.D. 2025, AT 10:54 O’CLOCK A.M. 10282691 8100 SR# 20253556779 /s/ Charuni Patibanda-Sanch

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 5094 75-2018505 (State or other juri

S-4 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Tumringer Straße 186 ¨ 79539 Lörrach

EX-3.16 Exhibit 3.16    UZ 4065/2018      Moritz Kleiderman Tumringer Straße 186 ¨ 79539 Lörrach Tel.: 07621-5601080 ¨ Fax: 07621-5601099 Vollständiger Wortlaut des Gesellschaftsvertrags der Firma Fossil (Europe) GmbH mit dem Sitz in Grabenstätt-OT Erlstätt ************* Bescheinigung nach § 54 Abs. 2 S.l GmbHG Ich, Notar Moritz Kleiderman, bescheinige hiermit, dass die nachfolgende Fassung des Ge

Brunswick House

EX-5.4 Exhibit 5.4 Brunswick House 1000 – 44 côte Chipman Hill, P.O. Box/C.P. 7289, Postal Station/Succursale A Saint John NB E2L 4S6 Canada tel/tél: 506.632.1970 fax/téléc: 506.652.1989 stewartmckelvey.com September 9, 2025 C. Paul W. Smith Direct Dial: 506.632.2787 Direct Fax: 506.652.1989 [email protected] Fossil Group, Inc. 901 S. Central Expy Richardson, TX, 75080 Ladies and Gentleme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1

EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of pr

Name and address of Subscriber

EX-3.19 Exhibit 3.19 4193340 THE COMPANIES ACTS 1985 to 1989 PRIVATE COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF FOSSIL (UK) HOLDINGS LIMITED 1. The Company’s name is “FOSSIL (UK) HOLDINGS LIMITED”. 2. The Company’s registered office is to be situated in England and Wales. 3.1 The object of the Company is to carry on business as a general commercial company. OBMGEN A82477 MG01i/SM 3.2 W

STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 04:30 PM 11/01/1994 944209761 - 2449241

EX-3.6 Exhibit 3.6 Delaware Page 1 The First State I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “FOSSIL STORES I, INC.” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF INCORPORATION, FILED THE FIRST DAY OF NOVEMBER, A.D. 1994, AT 4:3

SENIOR SECURED NOTES INDENTURE dated as of [•], 2025 FOSSIL GROUP, INC. THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent 7.500% SECOND-OUT SECOND LIEN SECURED NOTES DUE

EX-4.10 Exhibit 4.10 SENIOR SECURED NOTES INDENTURE dated as of [•], 2025 among FOSSIL GROUP, INC. THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent 7.500% SECOND-OUT SECOND LIEN SECURED NOTES DUE 2029 CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.11 (a)(2) 7.11 (a)(3) N.A (a)(4) N.A

CERTIFICATE OF INCORPORATION OF A PRIVATE LIMITED COMPANY Company No. 3062442

EX-3.20 Exhibit 3.20 CERTIFICATE OF INCORPORATION OF A PRIVATE LIMITED COMPANY Company No. 3062442 The Registrar of Companies for England and Wales hereby certifies that FOSSIL (UK) LIMITED is this day incorporated under the Companies Act 1985 as a private company and that the company is limited. Given at Companies House, Cardiff, the 30th May 1995 /s/ MRS. E. P. OWEN MRS. E. P. OWEN *N030624428*

STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 04:30 PM 11/01/1994 944209761 - 2449241

EX-3.6 Exhibit 3.6 Delaware Page 1 The First State I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “FOSSIL STORES I, INC.” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF INCORPORATION, FILED THE FIRST DAY OF NOVEMBER, A.D. 1994, AT 4:3

FOSSIL GROUP, INC. THIRD SUPPLEMENTAL INDENTURE Dated as of [•], 2025 Dated as of November 8, 2021 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

EX-4.6 Exhibit 4.6 Out-of-Court Supplemental Indenture FOSSIL GROUP, INC. THIRD SUPPLEMENTAL INDENTURE Dated as of [•], 2025 To INDENTURE Dated as of November 8, 2021 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee This THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), by and between FOSSIL GROUP, INC., a Delaware corporation (the “Company”), FOSSIL (UK) GLOBAL SERVICES LTD

SCHEDULE 1

EX-5.3 Exhibit 5.3 Fossil Group, Inc. (the “Parent”) 901 S. Central Expressway Richardson, Texas CMS Cameron McKenna Nabarro Olswang LLP Cannon Place 78 Cannon Street London EC4N 6AF DX 135316 London Cannon Place T +44 20 7367 3000 F +44 20 7367 2000 cms.law T +44 207 367 3422 E [email protected] Our ref PLHR/THSI/CAP/165682.00006 Your ref 9 September 2025 Dear Addressees The First-Out

The Companies Act 1985 to 1989 ARTICLES OF ASSOCIATION FOSSIL (UK) LIMITED Private Company Limited by Shares Incorporated: 30 May 1995 Company number: 3062442 NATIONWIDE COMPANY SERVICES LIMITED KEMP HOUSE 152-160 CITY ROAD LONDON, EC1V 2NP Telephone

EX-3.21 Exhibit 3.21 The Companies Act 1985 to 1989 MEMORANDUM AND ARTICLES OF ASSOCIATION OF FOSSIL (UK) LIMITED Private Company Limited by Shares Incorporated: 30 May 1995 Company number: 3062442 NATIONWIDE COMPANY SERVICES LIMITED KEMP HOUSE 152-160 CITY ROAD LONDON, EC1V 2NP Telephone number: 0171 490 0084 Fax number: 0171 490 0082 THE COMPANIES ACT 1985 TO 1989 PRIVATE COMPANY LIMITED BY SHAR

NEW BRUNSWICK BUSINESS CORPORATIONS ACT FORM 1 ARTICLES OF INCORPORATION (SECTION 4)

EX-3.14 Exhibit 3.14 NEW BRUNSWICK BUSINESS CORPORATIONS ACT FORM 1 ARTICLES OF INCORPORATION (SECTION 4) NOUVEAU BRUNSWICK LOI SUR LES CORPORATIONS COMMERCIALES FORMULE 1 STATUTS CONSTITUTIFS (ARTICLE 4) 1 -   Name of Corporation Raison sociale de la corporation FOSSIL CANADA INC. 2 -   The classes and any maximum number of shares that the corporation is authorized to issue and any maximum aggreg

BYLAWS FOSSIL GLOBAL HOLDINGS, INC. a Delaware corporation (the “Corporation”) (Adopted as of August 4, 2025)

EX-3.11 Exhibit 3.11 BYLAWS OF FOSSIL GLOBAL HOLDINGS, INC. a Delaware corporation (the “Corporation”) (Adopted as of August 4, 2025) BYLAWS OF FOSSIL GLOBAL HOLDINGS, INC. ARTICLE I. OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware

AGREEMENT AND CONTRACT OF TRUST FOSSIL TRUST

EX-3.9 Exhibit 3.9 AGREEMENT AND CONTRACT OF TRUST OF FOSSIL TRUST We, Fossil Intermediate, Inc., a Delaware corporation with its principal place of business at 1105 N. Market Street, Suite 1300, P. O. Box 8985, Wilmington, Delaware 19899 (the “Subscriber”) and Tom Kartsotis, Alan D. Moore (individually a “Trustee” and collectively referred to as the “Trustees”), and Wilmington Trust Company (the

Brunswick House

EX-5.4 Exhibit 5.4 Brunswick House 1000 – 44 côte Chipman Hill, P.O. Box/C.P. 7289, Postal Station/Succursale A Saint John NB E2L 4S6 Canada tel/tél: 506.632.1970 fax/téléc: 506.652.1989 stewartmckelvey.com September 9, 2025 C. Paul W. Smith Direct Dial: 506.632.2787 Direct Fax: 506.652.1989 [email protected] Fossil Group, Inc. 901 S. Central Expy Richardson, TX, 75080 Ladies and Gentleme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1

EX-25.2 Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of pr

SCHEDULE 1

EX-5.3 Exhibit 5.3 Fossil Group, Inc. (the “Parent”) 901 S. Central Expressway Richardson, Texas CMS Cameron McKenna Nabarro Olswang LLP Cannon Place 78 Cannon Street London EC4N 6AF DX 135316 London Cannon Place T +44 20 7367 3000 F +44 20 7367 2000 cms.law T +44 207 367 3422 E [email protected] Our ref PLHR/THSI/CAP/165682.00006 Your ref 9 September 2025 Dear Addressees The First-Out

STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 03:00 PM 08/19/1994 944156243 - 2428468

EX-3.4 Exhibit 3.4 Delaware PAGE 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “FOSSIL INTERMEDIATE, INC.” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF INCORPORATION, FILED THE NINETEENTH DAY OF AUGUST, A.D. 1994, AT 3 O

FOSSIL CANADA INC. BY-LAW NUMBER 1

EX-3.15 Exhibit 3.15 FOSSIL CANADA INC. BY-LAW NUMBER 1 A by-law relating generally to the regulation of the affairs of FOSSIL CANADA INC. BE IT ENACTED AND IT IS HEREBY ENACTED as by-law Number 1 of FOSSIL CANADA INC. (hereinafter called the “Corporation”) as follows: DEFINITIONS 1. In this by-law and all other by-laws of the Corporation, unless the context otherwise specifies or requires: (a) “A

INTERCREDITOR AGREEMENT dated as of [●], 2025 FOSSIL GROUP, INC., as the Issuer, the other Grantors party hereto, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Senior Representative for the Senior Notes Secured Parties and as Senior Trustee, WILMINGTON

EX-10.3 Exhibit 10.3 INTERCREDITOR AGREEMENT dated as of [●], 2025 among FOSSIL GROUP, INC., as the Issuer, the other Grantors party hereto, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Senior Representative for the Senior Notes Secured Parties and as Senior Trustee, WILMINGTON TRUST, NATIONAL ASSOCIATION, as the Initial Junior Priority Representative and as Junior Trustee, and each additional Repre

FOSSIL INTERMEDIATE, INC. ARTICLE 1

EX-3.5 Exhibit 3.5 FOSSIL INTERMEDIATE, INC. BYLAWS ARTICLE 1 OFFICES Section 1.1. Registered Office. The registered office shall be in the City of Dover, County of Kent, State of Delaware. Section 1.2. Other Offices. The corporation may also have offices at such other places, either within or without the State of Delaware, as the board of directors may from time to time determine or as the busine

Delaware The First State

EX-3.10 Exhibit 3.10 Delaware The First State Page 1    I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “FOSSIL GLOBAL HOLDINGS, INC.”, FILED IN THIS OFFICE ON THE FOURTH DAY OF AUGUST, A.D. 2025, AT 10:54 O’CLOCK A.M. 10282691 8100 SR# 20253556779 /s/ Charuni Patibanda-Sanch

CERTIFICATE OF FORMATION OF A LIMITED

EX-3.12 Exhibit 3.12 CERTIFICATE OF FORMATION OF A LIMITED PARTNERSHIP Pursuant to the provisions of the Texas Revised Limited Partnership Act, V.A.T.S. art. 6132a-1, the undersigned person certifies that the statements hereinfter made are provisions of the agreement of limited partnership, which is to be effective on August 31, 1994 after this certificate of limited partnership is filed by the Se

State of Delaware Secretary of State Division of Corporations Delivered 09:08 AM 05/16/2013 FILED 09:05 AM 05/16/2013 SRV 130591821 - 2431489 FILE

EX-3.8 Exhibit 3.8 State of Delaware Secretary of State Division of Corporations Delivered 09:08 AM 05/16/2013 FILED 09:05 AM 05/16/2013 SRV 130591821 - 2431489 FILE AMENDED AND RESTATED CERTIFICATE OF TRUST OF FOSSIL TRUST This Amended and Restated Certificate of Trust of Fossil Trust (the “Trust”) is being duly executed and filed by the undersigned, as trustee, in accordance with the provisions

FOSSIL GROUP, INC. THIRD SUPPLEMENTAL INDENTURE Dated as of [•], 2025 Dated as of November 8, 2021 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

EX-4.7 Exhibit 4.7 UK Proceeding Supplemental Indenture FOSSIL GROUP, INC. THIRD SUPPLEMENTAL INDENTURE Dated as of [•], 2025 To INDENTURE Dated as of November 8, 2021 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee This THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), by and between FOSSIL GROUP, INC., a Delaware corporation (the “Company”), FOSSIL (UK) GLOBAL SERVICES LT

LIST OF SUBSIDIARY GUARANTORS

EX-22.1 Exhibit 22.1 LIST OF SUBSIDIARY GUARANTORS Each of the subsidiaries of Fossil Group, Inc. (the “Company”) listed below is a guarantor of the 9.500% First-Out Notes due 2029 and the 7.500% Second-Out Notes due 2029 issued by the Company. Subsidiary Guarantor Jurisdiction of Organization Fossil Canada Inc. New Brunswick, Canada Fossil (Europe) GmbH Germany Fossil Global Holdings, Inc. Delawa

Rules of Procedure for the Management / Geschäftsordnung für die Geschäftsführung Im Falle von Abweichungen zwischen der englischen und der deutschen Fassung ist die deutsche Fassung maßgeblich. In case of discrepancies between the English and the Ge

EX-3.17 Exhibit 3.17 Rules of Procedure for the Management / Geschäftsordnung für die Geschäftsführung Im Falle von Abweichungen zwischen der englischen und der deutschen Fassung ist die deutsche Fassung maßgeblich. In case of discrepancies between the English and the German version, the German version shall prevail. English Version Deutsche Version Preamble Präambel The shareholders’ meeting of F

FILE COPY CERTIFICATE OF INCORPORATION OF A PRIVATE LIMITED COMPANY Company No. 4193340

EX-3.18 Exhibit 3.18 FILE COPY CERTIFICATE OF INCORPORATION OF A PRIVATE LIMITED COMPANY Company No. 4193340 The Registrar of Companies for England and Wales hereby certifies that FOSSIL (UK) HOLDINGS LIMITED is this day incorporated under the Companies Act 1985 as a private company and that the company is limited. Given at Companies House, Cardiff, the 3rd April 2001 *N04193340B* /s/ MRS. V.M. ST

Schedule 1 Opinion Documents

EX-5.5 Exhibit 5.5 To: Fossil Group, Inc. 901 S. Central Expressway Richardson, Texas 75080 – the “Addressee” – CMS Hasche Sigle Partnerschaft von Rechtsanwälten und Steuerberatern mbB Stadthausbrücke 1-3 20355 Hamburg T +49 40 37630 0 F +49 40 37630 40600 cms.law Deutsche Bank AG Berlin IBAN DE15 1007 0000 0927 3707 00 BIC   DEUTDEBBXXX Dr. Kerstin Block Our ref.: Bl/rn-2025/08396 Office: Remo Ni

SENIOR SECURED NOTES INDENTURE dated as of [•], 2025 FOSSIL GROUP, INC. THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent 9.500% FIRST-OUT FIRST LIEN SECURED SENIOR NOTES

EX-4.8 Exhibit 4.8 SENIOR SECURED NOTES INDENTURE dated as of [•], 2025 among FOSSIL GROUP, INC. THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent 9.500% FIRST-OUT FIRST LIEN SECURED SENIOR NOTES DUE 2029 CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.11 (a)(2) 7.11 (a)(3) N.A (a)(4) N

CREDIT AGREEMENT dated as of August 13, 2025 FOSSIL GROUP, INC., as a U.S. Borrower and the Borrower Representative, FOSSIL PARTNERS, L.P., as a U.S. Borrower, certain Subsidiaries from time to time party hereto, as Borrowers, the other Loan Parties

Exhibit 10.2 EXECUTION CREDIT AGREEMENT dated as of August 13, 2025 among FOSSIL GROUP, INC., as a U.S. Borrower and the Borrower Representative, FOSSIL PARTNERS, L.P., as a U.S. Borrower, certain Subsidiaries from time to time party hereto, as Borrowers, the other Loan Parties from time to time party hereto, the Lenders from time to time party hereto, and ACF FINCO I LP, as Administrative Agent T

Confidential - Prepared in Consultation with Counsel Cleansing Materials August 2025  Confidential - Prepared in Consultation with Counsel Confidential - Prepared in Consultation with Counsel 2 This presentation is provided to you on the condition t

Exhibit 99.2 Confidential - Prepared in Consultation with Counsel Cleansing Materials August 2025  Confidential - Prepared in Consultation with Counsel Confidential - Prepared in Consultation with Counsel 2 This presentation is provided to you on the condition that you agree that you will hold it in strict confidence and not reproduce, disclose, forward or distribute it to any third party in whol

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): August 13, 2025 FOSSIL GROUP, INC

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): August 13, 2025 FOSSIL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41040 75-2018505 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: July 5, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41040 FOSSIL GRO

FOSSIL GROUP, INC. ANNOUNCES ABL REFINANCING AND TRANSACTION SUPPORT AGREEMENT FOR DEBT EXCHANGE

Exhibit 99.1 FOSSIL GROUP, INC. ANNOUNCES ABL REFINANCING AND TRANSACTION SUPPORT AGREEMENT FOR DEBT EXCHANGE RICHARDSON, Texas, August 13, 2025 – Fossil Group, Inc. (NASDAQ: FOSL) (“Fossil” or the “Company”) today announced that it has refinanced its ABL and entered into a Transaction Support Agreement providing for an exchange of its outstanding notes. ● A new $150 million asset-based revolving

TRANSACTION SUPPORT AGREEMENT

Exhibit 10.1 Execution Version THIS TRANSACTION SUPPORT AGREEMENT IS NOT AN OFFER, SOLICITATION OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES. ANY SUCH OFFER, SOLICITATION OR ACCEPTANCE WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS. NOTHING CONTAINED IN THIS TRANSACTION SUPPORT AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TER

PREFUNDED COMMON STOCK PURCHASE WARRANT FOSSIL GROUP, INC.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

SECURITIES EXCHANGE AGREEMENT

Exhibit 10.1 SECURITIES EXCHANGE AGREEMENT THIS SECURITIES EXCHANGE AGREEMENT (this “Agreement”), is dated as of August 13, 2025 (the “Effective Date”), between Fossil Group, Inc., a Delaware corporation, (the “Company”) and the subscribers (collectively, the “Subscriber”) are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the provisi

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): August 13, 2025 FOSSIL GROUP, INC

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): August 13, 2025 FOSSIL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41040 75-2018505 (State or Other Jurisdiction of Incorporation) (Commission File Num

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): August 13, 2025 FOSSIL GROUP, INC

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): August 13, 2025 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS E

FOSSIL GROUP, INC. REPORTS SECOND QUARTER 2025 FINANCIAL RESULTS Delivers positive operating income Second quarter 2025 worldwide net sales totaled $220 million Gross margin expanded 490 basis points to 57.5% Second quarter operating income of $8 mil

Exhibit 99.1 FOSSIL GROUP, INC. REPORTS SECOND QUARTER 2025 FINANCIAL RESULTS Delivers positive operating income Second quarter 2025 worldwide net sales totaled $220 million Gross margin expanded 490 basis points to 57.5% Second quarter operating income of $8 million and operating margin of 3.9%; constant currency adjusted operating income of $4 million and constant currency adjusted operating mar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 o TRANSITION REPORT PURSUANT TO SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-41040 A. Full title of the plan and the address of the plan, if differe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter)

SD 1 a2024conflictmineralssd.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation or organization) Identification No.) 901 S. Central Expressway Ri

Exhibit 1.01 Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.

Exhibit 1.01 Reporting Period: January 1 to December 31, 2024 Fossil Group, Inc. Unless the context indicates otherwise, the terms “Fossil,” “we,” “its,” “us,” “our” and the “Company” refer to Fossil Group, Inc. and its consolidated subsidiaries. As used herein, “Conflict Minerals” or “3TG” are cassiterite (tin), columbite-tantalite (tantalum), gold and wolframite (tungsten), without regard to the

FOSSIL GROUP APPOINTS PAMELA EDWARDS AND WENDY SCHOPPERT TO BOARD OF DIRECTORS

Exhibit 99.1 FOSSIL GROUP APPOINTS PAMELA EDWARDS AND WENDY SCHOPPERT TO BOARD OF DIRECTORS Richardson, TX – May 14, 2025 – Fossil Group, Inc. (“Fossil” or the “Company”) (NASDAQ: FOSL) today announced the appointment of Pamela Edwards and Wendy Schoppert to its Board of Directors, effective May 16, 2025. Ms. Edwards and Ms. Schoppert bring decades of leadership and board experience across retail,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 14, 2025 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS Empl

Form of Performance Restricted Stock Unit Award

Exhibit 10.1 PERFORMANCE RESTRICTED STOCK UNIT AWARD under the Fossil Group, Inc. 2016 Long-Term Incentive Plan This PERFORMANCE RESTRICTED STOCK UNIT AWARD (the “Award”), is entered into effect as of the date of the grant set forth in the Notice of Grant (the “Date of Grant”). W I T N E S S E T H: WHEREAS, Fossil Group, Inc., a Delaware corporation (the “Company”) has adopted the Fossil Group, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: April 5, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41040 FOSSIL GR

Form of Restricted Stock Unit Award Agreement

Exhibit 10.2 RESTRICTED STOCK UNIT AWARD under the Fossil Group, Inc. 2016 Long-Term Incentive Plan This RESTRICTED STOCK UNIT AWARD (the “Award”), is entered into effect as of the date of the grant set forth in the Notice of Grant (the “Date of Grant”). W I T N E S S E T H: WHEREAS, Fossil Group, Inc., a Delaware corporation (the “Company”) has adopted the Fossil Group, Inc. 2016 Long-Term Incent

FOSSIL GROUP, INC. REPORTS FIRST QUARTER 2025 FINANCIAL RESULTS First quarter worldwide net sales totaled $233 million Gross margin expanded 890 basis points to 61.3% First quarter operating loss of $7 million; constant currency adjusted operating in

Exhibit 99.1 FOSSIL GROUP, INC. REPORTS FIRST QUARTER 2025 FINANCIAL RESULTS First quarter worldwide net sales totaled $233 million Gross margin expanded 890 basis points to 61.3% First quarter operating loss of $7 million; constant currency adjusted operating income of $10 million and constant currency adjusted operating margin of 4.3% Total liquidity of $100 million Reiterates full year 2025 gui

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 14, 2025 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS Empl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 28, 2024 OR ☐ T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 28, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from       to     

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Use these links to rapidly review the document TABLE OF CONTENTS PART IV Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Restricted Stock Unit Award Agreement

Exhibit 10.22 RESTRICTED STOCK UNIT AWARD AGREEMENT (Time Based) This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is entered into by and between Fossil Group, Inc., a Delaware corporation (the “Company”), and Franco Fogliato (the “Participant”) effective as of October 15, 2024 (the “Date of Grant”). The Awarded Units (as defined below) are granted solely pursuant to this Agreement and

Fossil Group, Inc. Compensation Recovery Policy

Exhibit 97 Fossil Group, Inc. Compensation Recovery Policy (As adopted August 29, 2023) This Compensation Recovery Policy (this “Policy”) of Fossil Group, Inc.(the “Company”) is hereby adopted as of August 29, 2023 to be effective October 2, 2023 (the “Effective Date”) by the Compensation and Talent Management Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) in co

FOSSIL GROUP, INC. APPOINTS RANDY GREBEN AS CHIEF FINANCIAL OFFICER

Exhibit 99.2 FOSSIL GROUP, INC. APPOINTS RANDY GREBEN AS CHIEF FINANCIAL OFFICER RICHARDSON, Texas, March 12, 2025 – Fossil Group, Inc. (NASDAQ: FOSL) (“Fossil” or the “Company”) today announced the appointment of Randy Greben as Chief Financial Officer, effective March 17. He replaces Andrew Skobe, Interim Chief Financial Officer. The appointment reinforces Fossil Group’s continued commitment to

Subsidiaries of Fossil Group, Inc.

EXHIBIT 21.1 Subsidiaries of Fossil Group, Inc. as of December 28, 2024 Name of Subsidiary Place of Incorporation Fossil Intermediate, Inc. USA Fossil Stores I, Inc. USA Fossil Canada, Inc. Canada Fossil Europe B.V. the Netherlands Fossil Japan, Inc Japan Fossil Holdings, LLC USA Fossil (Gibraltar) Ltd. Gibraltar Fossil International Holdings, Inc. USA Fossil (East) Limited Hong Kong Swiss Technol

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 7, 2025 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of incorporation or organization) (C

Insider Trading Policy

Exhibit 19.1 FOSSIL GROUP, INC. INSIDER TRADING POLICY Introduction The purchase or sale of securities while aware of material nonpublic information, or the disclosure of material nonpublic information to others who then trade in the securities of Fossil Group, Inc. (the “Company”), is prohibited by the federal securities laws. Insider trading violations are pursued vigorously by the Financial Ind

FOSSIL GROUP, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2024 RESULTS Outlines Turnaround Plan and Long-Term Financial Targets Provides 2025 Financial Guidance

Exhibit 99.1 FOSSIL GROUP, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2024 RESULTS Outlines Turnaround Plan and Long-Term Financial Targets Provides 2025 Financial Guidance Richardson, TX, March 12, 2025 (GLOBE NEWSWIRE) - Fossil Group, Inc. (NASDAQ: FOSL) today announced financial results for the fourth quarter and fiscal year ended December 28, 2024. In a separate press release today, the Company

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): January 10, 2025 FOSSIL GROUP, IN

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): January 10, 2025 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS

FOSL / Fossil Group, Inc. / CHARLES SCHWAB INVESTMENT MANAGEMENT INC - CHARLES SCHWAB INVESTMENT MANAGEMENT INC Passive Investment

SC 13G/A 1 fosla1110724.htm CHARLES SCHWAB INVESTMENT MANAGEMENT INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Fossil Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 34988V106 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 28, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41040 FOSS

FOSSIL GROUP, INC. REPORTS THIRD QUARTER 2024 FINANCIAL RESULTS Remains On Track to Achieve at Least $100 Million of Annualized Savings in 2024 Under TAG Plan Updates Full Year Outlook

Exhibit 99.1 FOSSIL GROUP, INC. REPORTS THIRD QUARTER 2024 FINANCIAL RESULTS Remains On Track to Achieve at Least $100 Million of Annualized Savings in 2024 Under TAG Plan Updates Full Year Outlook Richardson, TX, November 7, 2024 (GLOBE NEWSWIRE) - Fossil Group, Inc. (NASDAQ: FOSL) today announced financial results for the fiscal third quarter ended September 28, 2024. Third Quarter Summary •Thir

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 7, 2024 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS

FOSSIL GROUP, INC. APPOINTS BRAND VETERAN FRANCO FOGLIATO AS CEO

Exhibit 99.1 FOSSIL GROUP, INC. APPOINTS BRAND VETERAN FRANCO FOGLIATO AS CEO Richardson, TX. September 4, 2024 – Fossil Group, Inc. (NASDAQ: FOSL) (“Fossil” or the “Company”) today announced the appointment of Franco Fogliato as Chief Executive Officer and a member of the Board of Directors. He succeeds Jeffrey Boyer, Fossil’s Interim CEO, who will resume his previous role as Chief Operating Offi

Offer Letter, dated August 10, 2024, by and between Franco Fogliato and the Company.

Exhibit 10.1 August 10, 2024 Mr. Franco Fogliato Dear Franco, It is with great pleasure that I confirm our offer to appoint you as Chief Executive Officer of Fossil Group, Inc. (“Fossil” or the “Company”), reporting to the Company’s Board of Directors (the “Board”), and operating out of our corporate office in Richardson, Texas. Upon effectiveness of the appointment, you will be a member of Fossil

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): September 1, 2024 FOSSIL GROUP, I

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): September 1, 2024 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of incorporation or organization

FOSSIL GROUP, INC. REPORTS SECOND QUARTER 2024 FINANCIAL RESULTS Continued Operational and Financial Progress under TAG Plan Maintains Full Year 2024 Outlook

Exhibit 99.1 FOSSIL GROUP, INC. REPORTS SECOND QUARTER 2024 FINANCIAL RESULTS Continued Operational and Financial Progress under TAG Plan Maintains Full Year 2024 Outlook Richardson, TX, AUGUST 8, 2024 (GLOBE NEWSWIRE) - Fossil Group, Inc. (NASDAQ: FOSL) today announced financial results for the fiscal second quarter ended June 29, 2024. Second Quarter Summary •Second quarter worldwide net sales d

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 8, 2024 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 29, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41040 FOSSIL GR

Restricted Stock Unit Award for Outside Directors under the Fossil Group, Inc. 2024 Long-Term Incentive Plan.

Exhibit 10.2 Restricted Stock Unit Award under the Fossil Group, Inc. 2024 Long-Term Incentive Plan This RESTRICTED STOCK UNIT AWARD (the “Award”), is entered into effect as of the date of the grant (the “Effective Date”). W I T N E S S E T H: WHEREAS, Fossil Group, Inc., a Delaware corporation (the “Company”) has adopted the Fossil Group, Inc. 2024 Long-Term Incentive Plan (the “Long-Term Incenti

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): July 14, 2024 FOSSIL GROUP, INC.

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): July 14, 2024 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS Emp

Filing Fee Table, filed herewith.

Exhibit 107 Calculation of Filing Fee Tables S-8 (Form Type) Fossil Group, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par value $0.01 p

As filed with the Securities and Exchange Commission on July 12, 2024

As filed with the Securities and Exchange Commission on July 12, 2024 Registration No.

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): June 25, 2024 FOSSIL GROUP, INC.

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): June 25, 2024 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS Emp

FOSSIL GROUP, INC. ANNOUNCES CFO TRANSITION Affirms Full Year Financial Outlook

Exhibit 99.1 FOSSIL GROUP, INC. ANNOUNCES CFO TRANSITION Affirms Full Year Financial Outlook Richardson, TX. July 1, 2024 – Fossil Group, Inc. (NASDAQ: FOSL) announced today it has engaged Ankura Consulting Group, LLC to provide interim-CFO services and has appointed Andrew Skobe as the Company’s Interim Chief Financial Officer, effective immediately. Skobe assumes the CFO role from Sunil Doshi, w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 o TRANSITION REPORT PURSUANT TO SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-41040 A. Full title of the plan and the address of the plan, if differe

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): June 24, 2024 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS Emp

Fossil Group, Inc. 2024 Long-Term Incentive Plan.

Exhibit 10.1 FOSSIL GROUP, INC. 2024 LONG-TERM INCENTIVE PLAN The Fossil Group, Inc. Long-Term Incentive Plan (the “Plan”) was adopted by the Board of Directors of Fossil Group, Inc., a Delaware corporation (the “Company”) on April 29, 2024 (the “Board Approval Date”) to be effective as of the date the Plan is approved by the Company’s stockholders at the Company’s next Annual Shareholder Meeting

Exhibit 1.01 Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.

Exhibit 1.01 Reporting Period: January 1 to December 31, 2023 Fossil Group, Inc. Unless the context indicates otherwise, the terms “Fossil,” “we,” “its,” “us,” “our” and the “Company” refer to Fossil Group, Inc. and its consolidated subsidiaries. As used herein, “Conflict Minerals” or “3TG” are cassiterite (tin), columbite-tantalite (tantalum), gold and wolframite (tungsten), without regard to the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation or organization) Identification No.) 901 S. Central Expressway Richardson, Texas 75080 (Address of pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41040 FOSSIL G

FOSSIL GROUP, INC. REPORTS FIRST QUARTER 2024 FINANCIAL RESULTS Maintains Full Year 2024 Outlook

Exhibit 99.1 FOSSIL GROUP, INC. REPORTS FIRST QUARTER 2024 FINANCIAL RESULTS Maintains Full Year 2024 Outlook Richardson, TX, MAY 8, 2024 (GLOBE NEWSWIRE) - Fossil Group, Inc. (NASDAQ: FOSL) today announced financial results for the first quarter ended March 30, 2024. First Quarter Summary •First quarter worldwide net sales decreased to $255 million, down 22% on a reported basis and 21% in constan

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 8, 2024 FOSSIL GROUP, INC. (E

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 8, 2024 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS Emplo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1)

Use these links to rapidly review the document TABLE OF CONTENTS PART IV Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

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): April 2, 2024 FOSSIL GROUP, INC.

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): April 2, 2024 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS Emp

Cooperation Agreement, dated as of March 24, 2024, by and among the Company, Buxton Helmsley Active Value Fund, L.P. and Buxton Helmsley Capital Partners LLC.

Exhibit 10.1 COOPERATION AGREEMENT This Cooperation Agreement (this “Agreement”), dated as of March 24, 2024, is by and among the entities and individuals set forth on the signature pages hereto (“Buxton”) and Fossil Group, Inc., a Delaware corporation (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, the parties agree as follows: 1.      

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): March 24, 2024 FOSSIL GROUP, INC.

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): March 24, 2024 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of incorporation or organization) (

Press Release, dated March 25, 2024.

Exhibit 99.1 FOSSIL GROUP ANNOUNCES APPOINTMENT OF EUGENE DAVIS AND PAMELA CORRIE TO BOARD OF DIRECTORS Richardson, TX. March 25, 2024 – Fossil Group, Inc. (“Fossil” or the “Company”, NASDAQ: FOSL) today announced that Eugene I. Davis has been appointed to the Board of Directors (the “Board”), effective March 24, 2024. Mr. Davis will serve as a member of the Board’s Audit Committee. The Company al

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): March 24, 2024 FOSSIL GROUP, INC.

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): March 24, 2024 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of incorporation or organization) (

Cooperation Agreement, dated as of March 24, 2024, by and among the Company, Buxton Helmsley Active Value Fund, L.P. and Buxton Helmsley Capital Partners LLC.

Exhibit 10.1 COOPERATION AGREEMENT This Cooperation Agreement (this “Agreement”), dated as of March 24, 2024, is by and among the entities and individuals set forth on the signature pages hereto (“Buxton”) and Fossil Group, Inc., a Delaware corporation (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, the parties agree as follows: 1.      

FOSSIL GROUP ANNOUNCES APPOINTMENT OF EUGENE DAVIS AND PAMELA CORRIE TO BOARD OF DIRECTORS

Exhibit 99.1 FOSSIL GROUP ANNOUNCES APPOINTMENT OF EUGENE DAVIS AND PAMELA CORRIE TO BOARD OF DIRECTORS Richardson, TX. March 25, 2024 – Fossil Group, Inc. (“Fossil” or the “Company”, NASDAQ: FOSL) today announced that Eugene I. Davis has been appointed to the Board of Directors (the “Board”), effective March 24, 2024. Mr. Davis will serve as a member of the Board’s Audit Committee. The Company al

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): March 11, 2024 FOSSIL GROUP, INC.

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): March 11, 2024 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of incorporation or organization) (

Consulting Agreement, dated March 13, 2024, by and between Fossil Group, Inc. and Kosta N. Kartsotis.

Exhibit 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this “Agreement”), dated as of March 13, 2024 (the “Effective Date”), is entered into by and between Fossil Group, Inc., a Delaware corporation (the “Company”), and Kosta N. Kartsotis (the “Consultant”). WHEREAS, the Company recognizes that it is useful and in the best interests of the Company to have the benefit of the Consultant’s serv

FOSSIL GROUP, INC. REPORTS FOURTH QUARTER AND FISCAL YEAR 2023 RESULTS Worldwide Net Revenue and Adjusted Operating Margin in Line with Guidance Announces Strategic Review to Maximize Shareholder Value Company Provides Full Year 2024 Outlook

Exhibit 99.1 FOSSIL GROUP, INC. REPORTS FOURTH QUARTER AND FISCAL YEAR 2023 RESULTS Worldwide Net Revenue and Adjusted Operating Margin in Line with Guidance Announces Strategic Review to Maximize Shareholder Value Company Provides Full Year 2024 Outlook Richardson, TX, March 13, 2024 (GLOBE NEWSWIRE) - Fossil Group, Inc. (NASDAQ: FOSL) today announced financial results for the fourth quarter and

FOSSIL GROUP, INC. ANNOUNCES LEADERSHIP CHANGES Jeffrey N. Boyer Named Interim CEO and Director Kevin Mansell Becomes Chairman of the Board of Directors

Exhibit 99.2 FOSSIL GROUP, INC. ANNOUNCES LEADERSHIP CHANGES Jeffrey N. Boyer Named Interim CEO and Director Kevin Mansell Becomes Chairman of the Board of Directors Richardson, TX. March 13, 2024 – Fossil Group, Inc. (“Fossil” or “the Company”, NASDAQ: FOSL) today announced that Kosta N. Kartsotis is stepping down from his position as Chief Executive Officer and a member of the Board of Directors

Subsidiaries of Fossil Group, Inc.

EXHIBIT 21.1 Subsidiaries of Fossil Group, Inc. as of December 30, 2023 Name of Subsidiary Place of Incorporation Fossil Intermediate, Inc. Delaware Fossil Stores I, Inc. Delaware Fossil Canada, Inc. Canada Fossil Europe B.V. the Netherlands Fossil Japan, Inc Japan Fossil Holdings, LLC Delaware Fossil (Gibraltar) Ltd. Gibraltar Fossil International Holdings, Inc. Delaware Fossil (East) Limited Hon

Fossil Group, Inc. Compensation Recovery Policy

Exhibit 97 Fossil Group, Inc. Compensation Recovery Policy (As adopted August 29, 2023) This Compensation Recovery Policy (this “Policy”) of Fossil Group, Inc.(the “Company”) is hereby adopted as of August 29, 2023 to be effective October 2, 2023 (the “Effective Date”) by the Compensation and Talent Management Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) in co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Use these links to rapidly review the document TABLE OF CONTENTS PART IV Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Consulting Agreement, dated March 13, 2024, by and between Fossil Group, Inc. and Kosta N. Kartsotis.

Exhibit 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this “Agreement”), dated as of March 13, 2024 (the “Effective Date”), is entered into by and between Fossil Group, Inc., a Delaware corporation (the “Company”), and Kosta N. Kartsotis (the “Consultant”). WHEREAS, the Company recognizes that it is useful and in the best interests of the Company to have the benefit of the Consultant’s serv

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 11, 2024 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of incorporation or organization) (

Press Release, dated March 13, 2024, announcing financial results for the fiscal year ended December 30, 2023.

Exhibit 99.1 FOSSIL GROUP, INC. REPORTS FOURTH QUARTER AND FISCAL YEAR 2023 RESULTS Worldwide Net Revenue and Adjusted Operating Margin in Line with Guidance Announces Strategic Review to Maximize Shareholder Value Company Provides Full Year 2024 Outlook Richardson, TX, March 13, 2024 (GLOBE NEWSWIRE) - Fossil Group, Inc. (NASDAQ: FOSL) today announced financial results for the fourth quarter and

Press Release, dated March 13, 2024, announcing management and Board changes.

Exhibit 99.2 FOSSIL GROUP, INC. ANNOUNCES LEADERSHIP CHANGES Jeffrey N. Boyer Named Interim CEO and Director Kevin Mansell Becomes Chairman of the Board of Directors Richardson, TX. March 13, 2024 – Fossil Group, Inc. (“Fossil” or “the Company”, NASDAQ: FOSL) today announced that Kosta N. Kartsotis is stepping down from his position as Chief Executive Officer and a member of the Board of Directors

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant þ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials þ Soliciting Material Under Rule 14a-12 Fossil Group, Inc.

FOSL / Fossil Group, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0969-fossilgroupinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Fossil Group Inc Title of Class of Securities: Common Stock CUSIP Number: 34988V106 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate th

FOSL / Fossil Group, Inc. / CHARLES SCHWAB INVESTMENT MANAGEMENT INC - CHARLES SCHWAB INVESTMENT MANAGEMENT INC Passive Investment

SC 13G 1 fosl20824.htm CHARLES SCHWAB INVESTMENT MANAGEMENT INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Fossil Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 34988V106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d

FOSL / Fossil Group, Inc. / Liechtensteinische Landesbank Aktiengesellschaft - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 r118240sc13ga1.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. 1) * Fossil Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 34988V106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statemen

Sixth Amended and Restated Bylaws of Fossil Group, Inc. (incorporated by reference to Exhibit 3.4 of the Company's Quarterly Report on Form 10-Q filed on November 9, 2023).

Exhibit 3.4 SIXTH AMENDED AND RESTATED BYLAWS OF FOSSIL GROUP, INC. Adopted and Effective November 6, 2023 TABLE OF CONTENTS Page Article I OFFICES 2 Section 1.1. Registered Office 2 Section 1.2. Other Offices 2 Article II MEETINGS OF STOCKHOLDERS 2 Section 2.1. Place of Meetings 2 Section 2.2. Annual Meetings 2 Section 2.3. Special Meetings 2 Section 2.4. Quorum 3 Section 2.5. Voting 3 Section 2.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41040 FOSS

Amendment Number Two to the Fossil Group, Inc. 2020 Cash Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on November 9, 2023).

Exhibit 10.1 AMENDMENT NUMBER TWO TO THE FOSSIL GROUP, INC. 2020 CASH INCENTIVE PLAN This AMENDMENT NUMBER TWO TO THE FOSSIL GROUP, INC. 2020 CASH INCENTIVE PLAN (this “Amendment”), effective as of October 2, 2023, is made and entered into by Fossil Group, Inc., a Delaware corporation (the “Company”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein s

Severance Agreement, dated as of November 6, 2023, by and between the Company and Sunil M. Doshi.

Exhibit 10.3 EXECUTIVE SEVERANCE AGREEMENT This Executive Severance Agreement (this “Agreement”), made this 6th day of November, 2023 (the “Effective Date”), is by and between Fossil Partners, L.P., a Texas limited partnership (the “Company”), and Sunil Doshi, a resident of Texas (“Executive”) (the signatories to this Agreement will be referred to herein individually as a “Party” and jointly as th

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).

Exhibit 10.2 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of November 7, 2023, by and between Fossil Group, Inc., a Delaware corporation (the “Company”), and [name](“Indemnitee”). WITNESSETH WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company wil

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): November 8, 2023 FOSSIL GROUP, IN

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): November 8, 2023 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS

FOSSIL GROUP, INC. REPORTS THIRD QUARTER 2023 FINANCIAL RESULTS Updates Full Year 2023 Outlook

Exhibit 99.1 FOSSIL GROUP, INC. REPORTS THIRD QUARTER 2023 FINANCIAL RESULTS Updates Full Year 2023 Outlook Richardson, TX, NOVEMBER 8, 2023 (GLOBE NEWSWIRE) - Fossil Group, Inc. (NASDAQ: FOSL) today announced financial results for the fiscal third quarter ended September 30, 2023. Third Quarter Summary •Third quarter worldwide net sales totaled $344 million, decreasing 21%. •Net sales in the Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: July 1, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41040 FOSSIL GRO

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): August 9, 2023 FOSSIL GROUP, INC.

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): August 9, 2023 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS Em

FOSSIL GROUP, INC. REPORTS SECOND QUARTER 2023 FINANCIAL RESULTS Triples Transform and Grow Plan to $300 Million Provides Updated Full Year 2023 Outlook

Exhibit 99.1 FOSSIL GROUP, INC. REPORTS SECOND QUARTER 2023 FINANCIAL RESULTS Triples Transform and Grow Plan to $300 Million Provides Updated Full Year 2023 Outlook Richardson, TX, AUGUST 9, 2023 (GLOBE NEWSWIRE) - Fossil Group, Inc. (NASDAQ: FOSL) today announced financial results for the fiscal second quarter ended July 1, 2023. Second Quarter Summary •Second quarter worldwide net sales totaled

Exhibit 99.2

Exhibit 99.2

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): August 9, 2023 FOSSIL GROUP, INC.

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): August 9, 2023 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 o TRANSITION REPORT PURSUANT TO SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-41040 A. Full title of the plan and the address of the plan, if differe

Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation of Fossil, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K/A filed on June 28, 2023).

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FOSSIL GROUP, INC. Fossil Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: FIRST: The State of Delaware, which is the Corporation’s state of incorporation, enacted legislation that enables Delaware corpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 24, 2023 FOSSIL GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 24, 2023 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of incorporation or organization) (

Fossil Group, Inc. 2023 Long-Term Incentive Plan.

Exhibit 10.1 FOSSIL GROUP, INC. 2023 LONG-TERM INCENTIVE PLAN The Fossil Group, Inc. Long-Term Incentive Plan (the “Plan”) was adopted by the Board of Directors of Fossil Group, Inc., a Delaware corporation (the “Company”) on March 1, 2023 (the “Board Approval Date”) to be effective as of the date the Plan is approved by the Company’s stockholders at the Company’s next Annual Shareholder Meeting (

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 24, 2023 FOSSIL GROUP, INC. (

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 24, 2023 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of inCompany or organization) (Commis

Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation of Fossil Group, Inc.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FOSSIL GROUP, INC. Fossil Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: FIRST: The State of Delaware, which is the Corporation’s state of incorporation, enacted legislation that enables Delaware corpo

Exhibit 1.01 Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.

Exhibit 1.01 FOSSIL GROUP, INC. CONFLICT MINERALS REPORT FOR THE REPORTING PERIOD FROM January 1 to December 31, 2022 Unless the context indicates otherwise, the terms “Fossil,” “we,” “its,” “us,” “our” and the “Company” refer to Fossil Group, Inc. and its consolidated subsidiaries. As used herein, “Conflict Minerals” or “3TG” are cassiterite (tin), columbite-tantalite (tantalum), gold and wolfram

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation or organization) Identification No.) 901 S. Central Expressway Richardson, Texas 75080 (Address of pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: April 1, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41040 FOSSIL GR

FOSSIL GROUP, INC. REPORTS FIRST QUARTER 2023 FINANCIAL RESULTS Maintains Full Year 2023 Outlook; Extends Armani and Diesel license agreements

Exhibit 99.1 FOSSIL GROUP, INC. REPORTS FIRST QUARTER 2023 FINANCIAL RESULTS Maintains Full Year 2023 Outlook; Extends Armani and Diesel license agreements Richardson, TX, MAY 10, 2023 (GLOBE NEWSWIRE) - Fossil Group, Inc. (NASDAQ: FOSL) today announced financial results for the first quarter ended April 1, 2023. First Quarter Summary •First quarter worldwide net sales decreased to $325 million, d

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 10, 2023 FOSSIL GROUP, INC. (

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 10, 2023 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS Empl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul

Subsidiaries of Fossil Group, Inc.

EXHIBIT 21.1 Subsidiaries of Fossil Group, Inc. as of December 31, 2022 Name of Subsidiary Place of Incorporation Fossil Intermediate, Inc. Delaware Fossil Stores I, Inc. Delaware Fossil Canada, Inc. Canada Fossil Europe B.V. the Netherlands Fossil Japan, Inc Japan Fossil Holdings, LLC Delaware Fossil (Gibraltar) Ltd. Gibraltar Fossil International Holdings, Inc. Delaware Fossil (East) Limited Hon

Amendment No. 1 to the Fossil Group, Inc. 2020 Cash Incentive Plan

Exhibit 10.18 AMENDMENT NUMBER ONE TO THE FOSSIL GROUP, INC. 2020 CASH INCENTIVE PLAN This AMENDMENT NUMBER ONE TO THE FOSSIL GROUP, INC. 2020 CASH INCENTIVE PLAN (this “Amendment”), dated as of January 1, 2023, is made and entered into by Fossil Group, Inc., a Delaware corporation (the “Company”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shal

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Use these links to rapidly review the document TABLE OF CONTENTS PART IV Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

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): March 8, 2023 FOSSIL GROUP, INC.

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): March 8, 2023 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS Emp

FOSSIL GROUP, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2022 RESULTS Outlines Transform and Grow Strategy; Provides 2023 Outlook

Exhibit 99.1 FOSSIL GROUP, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2022 RESULTS Outlines Transform and Grow Strategy; Provides 2023 Outlook Richardson, TX, March 8, 2023 (GLOBE NEWSWIRE) - Fossil Group, Inc. (NASDAQ: FOSL) today announced financial results for the fourth quarter and fiscal year ended December 31, 2022. Fourth Quarter and Full Year Summary •Fourth quarter worldwide net sales decr

Regulation FD Disclosure, Results of Operations and Financial Condition

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): February 15, 2023 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS

FOSL / Fossil Group Inc / Liechtensteinische Landesbank Aktiengesellschaft Passive Investment

SC 13G 1 l210230sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. )* Fossil Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 34988V106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropria

FOSL / Fossil Group Inc / FMR LLC Passive Investment

SC 13G/A 1 filing.txt SCHEDULE 13G Amendment No.11 FOSSIL GROUP INC COMMON STOCK Cusip #34988V106 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #34988V106 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 4,449,934 Item 6: 0 Item 7: 4,451,387 Item 8: 0 Item 9: 4

FOSL / Fossil Group Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0942-fossilgroupinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Fossil Group Inc. Title of Class of Securities: Common Stock CUSIP Number: 34988V106 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate t

FOSL / Fossil Group Inc / Contrarius Investment Management Ltd - AMENDMENT TO SCHEDULE 13G Passive Investment

SC 13G/A 1 fosl-sc13ga123122.htm AMENDMENT TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2. FOSSIL GROUP, INC. (Name of Issuer) COMMON STOCK (Title o

FOSL / Fossil Group Inc / BlackRock Inc. Passive Investment

SC 13G/A 1 us34988v1061020123.txt us34988v1061020123.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 10) FOSSIL GROUP INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 34988V106 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box

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): December 30, 2022 FOSSIL GROUP, I

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): December 30, 2022 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of incorporation or organization

Fossil Group Appoints Susie Coulter to Board of Directors

Exhibit 99.1 Fossil Group Appoints Susie Coulter to Board of Directors RICHARDSON, Texas - December 6, 2022 ? Fossil Group, Inc. (NASDAQ: FOSL) (the ?Company? or ?Fossil Group?) today announced the addition of respected beauty and fashion executive Suzanne (Susie) Coulter to the Company?s Board of Directors, effective immediately. The appointment expands the size of the Board of Directors to eight

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 6, 2022 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS

Amendment No. 4, dated as of November 8, 2022, among Fossil Group, Inc., Fossil Partners, L.P., Fossil Intermediate, Inc., Fossil Stores I, Inc., Fossil Trust, Fossil Group GmbH, Fossil Asia Pacific Limited, Fossil (Europe) GmbH, Fossil (UK) Limited, Fossil Canada Inc., Fossil France SAS, Fossil Stores France SAS, FAST Europe SARL, and JPMorgan Chase Bank, N.A., as administrative agent, and the other agents and lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on November 10, 2022).

? Exhibit 10.1 Execution Version ? AMENDMENT NO. 4 ? THIS AMENDMENT NO. 4, dated as of November?8, 2022 (this ?Amendment?), is entered into by and among FOSSIL GROUP,?INC., a Delaware corporation (the ?Company? or the ?Borrower Representative?), FOSSIL PARTNERS, L.P., a Texas limited partnership (?Fossil Partners?), the U.S. Guarantors signatory hereto, FOSSIL GROUP EUROPE GMBH, a limited liabilit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: October 1, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41040 FOSSIL

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 8, 2022 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of incorporation or organization)

FOSSIL GROUP, INC. REPORTS THIRD QUARTER 2022 FINANCIAL RESULTS Provides Updated Full Year 2022 Outlook

Exhibit 99.1 FOSSIL GROUP, INC. REPORTS THIRD QUARTER 2022 FINANCIAL RESULTS Provides Updated Full Year 2022 Outlook Richardson, TX, NOVEMBER 9, 2022 (GLOBE NEWSWIRE) - Fossil Group, Inc. (NASDAQ: FOSL) today announced financial results for the third quarter ended October 1, 2022. Third Quarter Summary ?Third quarter worldwide net sales totaled $436 million, decreasing 11% on a reported basis and

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): November 9, 2022 FOSSIL GROUP, IN

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): November 9, 2022 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41040 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: July 2, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-19848 FOSSIL GRO

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 10, 2022 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 0-19848 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS Emp

FOSSIL GROUP, INC. REPORTS SECOND QUARTER 2022 FINANCIAL RESULTS Provides Updated Full Year 2022 Outlook

Exhibit 99.1 FOSSIL GROUP, INC. REPORTS SECOND QUARTER 2022 FINANCIAL RESULTS Provides Updated Full Year 2022 Outlook Richardson, TX, AUGUST 10, 2022 (GLOBE NEWSWIRE) - Fossil Group, Inc. (NASDAQ: FOSL) today announced financial results for the second quarter ended July 2, 2022. Second Quarter Summary ?Second quarter worldwide net sales decreased to $371 million, down 10% on a reported basis and 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 o TRANSITION REPORT PURSUANT TO SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-19848 A. Full title of the plan and the address of the plan, if different

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): June 15, 2022 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 0-19848 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS Emplo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 0-19848 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation or organization) Identification No.) 901 S. Central Expressway Richardson, Texas 75080 (Address of prin

Exhibit 1.01 Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.

Exhibit 1.01 Reporting Period: January 1 to December 31, 2021 Fossil Group, Inc. This is the Conflict Minerals Report of Fossil Group, Inc. (references to ?Fossil?, ?we? and ?our? refer to Fossil Group, Inc. together with all of its subsidiaries) for calendar year 2021 provided in accordance with Rule 13p-1 (?Rule 13p-1?) under the Securities Exchange Act of 1934 (the ?1934 Act?). Please refer to

Submission of Matters to a Vote of Security Holders

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 18, 2022 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 0-19848 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS Employ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: April 2, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-19848 FOSSIL GR

Restricted Stock Unit Award Under the Fossil Group, Inc. 2016 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on May 12, 2022)

Exhibit 10.2 RESTRICTED STOCK UNIT AWARD under the Fossil Group, Inc. 2016 Long-Term Incentive Plan This RESTRICTED STOCK UNIT AWARD (the ?Award?), is entered into effect as of the date of the grant set forth in the Notice of Grant (the ?Date of Grant?). W I T N E S S E T H: WHEREAS, Fossil Group, Inc., a Delaware corporation (the ?Company?) has adopted the Fossil Group, Inc. 2016 Long-Term Incent

Performance Restricted Stock Unit Award Under the Fossil Group, Inc. 2016 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on May 12, 2022)

Exhibit 10.1 PERFORMANCE RESTRICTED STOCK UNIT AWARD under the Fossil Group, Inc. 2016 Long-Term Incentive Plan This PERFORMANCE RESTRICTED STOCK UNIT AWARD (the ?Award?), is entered into effect as of the date of the grant set forth in the Notice of Grant (the ?Date of Grant?). W I T N E S S E T H: WHEREAS, Fossil Group, Inc., a Delaware corporation (the ?Company?) has adopted the Fossil Group, In

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 11, 2022 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 0-19848 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS Employ

FOSSIL GROUP, INC. REPORTS FIRST QUARTER 2022 FINANCIAL RESULTS Provides Updated Full Year 2022 Outlook

Exhibit 99.1 FOSSIL GROUP, INC. REPORTS FIRST QUARTER 2022 FINANCIAL RESULTS Provides Updated Full Year 2022 Outlook Richardson, TX, MAY 11, 2022 (GLOBE NEWSWIRE) - Fossil Group, Inc. (NASDAQ: FOSL) today announced financial results for the first quarter ended April 2, 2022. First Quarter Highlights ?First quarter worldwide net sales increased to $376 million, up 4% on a reported basis and 6% in c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 tm222513d1def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as

Subsidiaries of Fossil Group, Inc.

EXHIBIT 21.1 Subsidiaries of Fossil Group, Inc. as of January 1, 2022 Name of Subsidiary Place of Incorporation Parent Company Percent Ownership Fossil Intermediate, Inc. Delaware Fossil Group, Inc. 100 Fossil Stores I, Inc. Delaware Fossil Group, Inc. 100 Fossil Canada, Inc. Canada Fossil Group, Inc. 100 Fossil Europe B.V. the Netherlands Fossil Group, Inc. 100 Fossil Japan, Inc Japan Fossil Grou

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Use these links to rapidly review the document TABLE OF CONTENTS PART IV Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 9, 2022 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 0-19848 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS Emplo

FOSSIL GROUP, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2021 RESULTS Full Year 2021 Worldwide Net Sales Up 16% to $1.9 Billion Profitability Improved Significantly with Full Year Diluted EPS of $0.48 and Adjusted EPS of $1.12 Provides 2022 Outlook

Exhibit 99.1 FOSSIL GROUP, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2021 RESULTS Full Year 2021 Worldwide Net Sales Up 16% to $1.9 Billion Profitability Improved Significantly with Full Year Diluted EPS of $0.48 and Adjusted EPS of $1.12 Provides 2022 Outlook Richardson, TX, March 9, 2022 (GLOBE NEWSWIRE) - Fossil Group, Inc. (NASDAQ: FOSL) today announced financial results for the fourth quarter

FOSL / Fossil Group Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Fossil Group Inc. Title of Class of Securities: Common Stock CUSIP Number: 34988V106 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ 

FOSL / Fossil Group Inc / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Fossil Group Inc (Name of Issuer) Common Stock (Title of Class of Securities) 34988V106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

FOSL / Fossil Group Inc / Contrarius Investment Management Ltd - AMENDMENT TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2. FOSSIL GROUP, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 34988V106 (CUSIP Number) December 31

FOSL / Fossil Group Inc / BlackRock Inc. Passive Investment

us34988v1061012522.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 8) FOSSIL GROUP INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 34988V106 - (CUSIP Number) December 31, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: October 2, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-19848 FOSSIL

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 10, 2021 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 0-19848 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS E

FOSSIL GROUP, INC. REPORTS THIRD QUARTER 2021 FINANCIAL RESULTS; RAISES FULL YEAR OUTLOOK

Exhibit 99.1 FOSSIL GROUP, INC. REPORTS THIRD QUARTER 2021 FINANCIAL RESULTS; RAISES FULL YEAR OUTLOOK Richardson, TX, November 10, 2021 (GLOBE NEWSWIRE) - Fossil Group, Inc. (NASDAQ: FOSL) today announced financial results for the third quarter ended October 2, 2021. Third Quarter Fiscal 2021 Summary ?Worldwide net sales of $492 million increased 13%, or 11% on a constant currency basis, reflecti

Underwriting Agreement, dated as of November 3, 2021, by and between Fossil Group, Inc. and B. Riley Securities, Inc., as representative of the several underwriters named therein.

Exhibit 1.1 EXECUTION COPY FOSSIL GROUP, INC. 7.00% SENIOR NOTES DUE 2026 UNDERWRITING AGREEMENT November 3, 2021 B. Riley Securities, Inc. As representative of the several underwriters c/o B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Ladies and Gentlemen: Fossil Group, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to the several Underwriters

Indenture, dated as of November 8, 2021, by and between Fossil Group, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee.

Exhibit 4.1 Execution Version FOSSIL GROUP, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of November 8, 2021 SENIOR DEBT SECURITIES TABLE OF CONTENTS Page Article I. Definitions and Incorporation by Reference 1 Section 1.01 Definitions. 1 Section 1.02 Other Definitions 6 Section 1.03 Incorporation by Reference of Trust Indenture Act 6 Section 1.04 Rules o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 FOSSIL GROUP, INC. (Exact Name of Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 FOSSIL GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 75-2018505 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 901 S. Central Expressw

First Supplemental Indenture, dated as of November 8, 2021, by and between Fossil Group, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee.

Exhibit 4.2 Execution Version FOSSIL GROUP, INC. $150,000,000 7.00% SENIOR NOTES DUE 2026 FIRST SUPPLEMENTAL INDENTURE Dated as of November 8, 2021 To INDENTURE Dated as of November 8, 2021 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01. Certain Definitions 1 Section 1.02. Other Definitions 3 Se

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): November 3, 2021 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 0-19848 75-2018505 (State or other jurisdiction of incorporation or organization) (

$140,000,000 Fossil Group, Inc. 7.00% Senior Notes due 2026

TABLE OF CONTENTS ?As Filed Pursuant to Rule 424(b)(2)? ?Registration Statement No.

FOSSIL GROUP, INC. US $140,000,000 7.00% Senior Notes Due 2026 Final Term Sheet November 3, 2021

Filed pursuant to Rule 433 Registration No. 333-259352 Issuer Free Writing Prospectus Supplementing the Preliminary Prospectus Supplement dated November 1, 2021 FOSSIL GROUP, INC. US $140,000,000 7.00% Senior Notes Due 2026 Final Term Sheet November 3, 2021 This pricing term sheet supplements the Preliminary Prospectus Supplement, dated November 1, 2021 (the "Preliminary Prospectus Supplement"). T

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): November 1, 2021 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 0-19848 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS Em

SUBJECT TO COMPLETION, DATED NOVEMBER 1, 2021

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

FOSSIL GROUP, INC. ANNOUNCES OFFERING OF $125 MILLION SENIOR NOTES DUE 2026

Exhibit 99.1 FOSSIL GROUP, INC. ANNOUNCES OFFERING OF $125 MILLION SENIOR NOTES DUE 2026 Richardson, TX, November 1, 2021 ? Fossil Group, Inc. (NASDAQ: FOSL) (?Fossil Group? or the ?Company?) today announced it has commenced an underwritten registered public offering of $125 million aggregate principal amount of senior notes due 2026 (the ?Notes?), subject to market and certain other conditions. T

Fossil Group, Inc. 901 S. Central Expressway Richardson, Texas 75080

Fossil Group, Inc. 901 S. Central Expressway Richardson, Texas 75080 September 28, 2021 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Christine Westbrook Re: Fossil Group, Inc. Registration Statement on Form S-3, as amended File No. 333-259352 Ladies and Gentlemen: Fossil Group, Inc., a Delaware corpo

As filed with the Securities and Exchange Commission on September 24, 2021.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 24, 2021.

September 24, 2021

September 24, 2021 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.

Powers of Attorney (included on the signature pages to the initial filing of the registration statement).

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 7, 2021.

Form of Senior Indenture.

? Exhibit 4.1 ? FOSSIL GROUP, INC. ? and ? THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee ? SENIOR INDENTURE ? Dated as of ????, 2021 ? SENIOR DEBT SECURITIES ? ? ? ? TABLE OF CONTENTS ? ? Page ? ? Article?I. Definitions and Incorporation by Reference 1 Section?1.01 Definitions 1 Section?1.02 Other Definitions 6 Section?1.03 Incorporation by Reference of Trust Indenture Act 6 Section?

Statement of Eligibility of Trustee on Form T-1.

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [ ] THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: July 3, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-19848 FOSSIL GRO

FOSSIL GROUP, INC. REPORTS SECOND QUARTER 2021 FINANCIAL RESULTS; RAISES FULL YEAR OUTLOOK

Exhibit 99.1 FOSSIL GROUP, INC. REPORTS SECOND QUARTER 2021 FINANCIAL RESULTS; RAISES FULL YEAR OUTLOOK Richardson, TX, August 11, 2021 (GLOBE NEWSWIRE) - Fossil Group, Inc. (NASDAQ: FOSL) today announced financial results for the second quarter ended July 3, 2021. Second Quarter Fiscal 2021 Summary ?Worldwide net sales of $411 million increased 59%, or 51% on a constant currency basis. Net sales

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 11, 2021 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 0-19848 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS Emp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 o TRANSITION REPORT PURSUANT TO SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-19848 A. Full title of the plan and the address of the plan, if different

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 0-19848 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation or organization) Identification No.) 901 S. Central Expressway Richardson, Texas 75080 (Address of prin

Exhibit 1.01 Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.

EX-1.01 2 ex101cmreport.htm EX-1.01 Exhibit 1.01 Reporting Period: January 1 to December 31, 2020 Fossil Group, Inc. This is the Conflict Minerals Report of Fossil Group, Inc. (“Fossil”) for calendar year 2020 provided in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “1934 Act”). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34-67716 fo

Submission of Matters to a Vote of Security Holders

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 19, 2021 FOSSIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 0-19848 75-2018505 (State or other jurisdiction of (Commission File Number) (IRS Employ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: April 3, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-19848 FOSSIL GR

Restricted Stock Unit Award Under the Fossil Group, Inc. 2016 Long-Term Incentive Plan

Exhibit 10.2 RESTRICTED STOCK UNIT AWARD under the Fossil Group, Inc. 2016 Long-Term Incentive Plan This RESTRICTED STOCK UNIT AWARD (the ?Award?), is entered into effect as of the date of the grant set forth in the Notice of Grant (the ?Date of Grant?). W I T N E S S E T H: WHEREAS, Fossil Group, Inc., a Delaware corporation (the ?Company?) has adopted the Fossil Group, Inc. 2016 Long-Term Incent

Performance Restricted Stock Unit Award Under the Fossil Group, Inc. 2016 Long-Term Incentive Plan

Exhibit 10.1 PERFORMANCE RESTRICTED STOCK UNIT AWARD under the Fossil Group, Inc. 2016 Long-Term Incentive Plan This PERFORMANCE RESTRICTED STOCK UNIT AWARD (the ?Award?), is entered into effect as of the date of the grant set forth in the Notice of Grant (the ?Date of Grant?). W I T N E S S E T H: WHEREAS, Fossil Group, Inc., a Delaware corporation (the ?Company?) has adopted the Fossil Group, In

Restricted Stock Unit Award for Outside Directors Under the Fossil Group, Inc. 2016 Long-Term Incentive Plan

Exhibit 10.3 Restricted Stock Unit Award under the Fossil, Inc. 2016 Long-Term Incentive Plan This RESTRICTED STOCK UNIT AWARD (the ?Award?), is entered into effect as of the date of the grant (the ?Effective Date?). W I T N E S S E T H: WHEREAS, Fossil, Inc., a Delaware corporation (the ?Company?) has adopted the Fossil, Inc. 2016 Long-Term Incentive Plan (the ?Long-Term Incentive Plan?), effecti