Fossil Group Inc.

09/25/2025 | Press release | Distributed by Public on 09/25/2025 15:30

FOSSIL GROUP, INC. ANNOUNCES EFFECTIVENESS OF REGISTRATION STATEMENTS (Form 8-K)

FOSSIL GROUP, INC. ANNOUNCES EFFECTIVENESS OF REGISTRATION STATEMENTS

Richardson, TX - September 25, 2025 - Fossil Group, Inc. (NASDAQ: FOSL) (the "Company") announced today that the Company's registration statement on Form S-3 (File No. 333-290139), as amended (the "S-3 Registration Statement") and the Company's registration statement on Form S-4 (File No. 333-290141), as amended (together with the S-3 Registration Statement, the "Registration Statements") filed in connection with the Company's offer to exchange (the "Exchange Offer") any and all of its 7.00% Senior Notes due 2026 (the "Old Notes") and concurrent consent solicitation and rights offering (the "Rights Offering") were declared effective by the U.S. Securities and Exchange Commission (the "SEC"). The Registration Statements became effective at 4:00pm New York City time on September 25, 2025.

Pursuant to the Rights Offering, any conditional offers to buy 9.500% First-Out First Lien Secured Senior Notes due 2029 made in the Rights Offering by holders of Old Notes may be withdrawn at any time prior to their acceptance at the Exchange Offer Expiration Time or the Conditional Expiration Time (each as defined herein), as applicable.

The anticipated expiration time of the Exchange Offer and the Rights Offering is 5:00pm New York City time on October 7, 2025 (the "Exchange Offer Expiration Time"). In the event that the Company commences a UK Proceeding (as defined in the Registration Statements) and seeks to implement the restructuring of the Old Notes on substantially the same terms as the Exchange Offer, the Company will publicly announce its intention to commence a UK Proceeding and will extend the Exchange Offer and the Rights Offering until 5:00pm, New York City time on the date the UK Proceeding becomes binding on holders of Old Notes, in the event that the UK Proceeding has been completed (the "Conditional Expiration Time").

The Company has filed the Registration Statements (including a prospectus) with the SEC related to the offerings to which this communication relates. Before you invest, you should read the prospectus dated September 25, 2025 in the Registration Statements (see Registration Nos. 333-290139 and 333-290141) and other documents the Company has filed with the SEC for more complete information about the Company and the offerings. You may get these documents for free by visiting EDGAR on the SEC website (www.sec.gov). Alternatively, Epiq Corporate Restructuring, LLC will arrange to send you the preliminary prospectus if you request it by emailing [email protected] (with the subject line to include "Fossil") or via phone at +1 (646) 362-6336. Any questions regarding the terms of the transactions contemplated by the Registration Statements may be directed to Cantor Fitzgerald & Co., as dealer manager, via email at [email protected] (with the subject line to include "Fossil") or phone at +1 (212) 829-7145; Attention: Tom Pernetti and Ian Brostowski.

Fossil Group Inc. published this content on September 25, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 25, 2025 at 21:30 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]