Fossil Group, Inc. (FOSL) SEC Filings & Earnings Calls

Tariff Exposure

“Future adverse effects on our financial results will likely continue if tariff levels persist, continue to rise, or remain volatile, especially for goods imported from China.” · word for word

Consumer Demand Weakness

“Slower consumer demand across a wide array of discretionary goods has translated in some cases to excess inventory levels in key accounts and overall cautious buying patterns across our wholesale customers.” · word for word

Geopolitical Risk in Europe

“Our sales decreased across much of the Eurozone and in all major distribution channels, primarily due to the increasingly challenging geopolitical environment in the Middle East.” · word for word

High Debt Levels

“At the end of the Second Quarter, we had $13,000 of short-term borrowings and $203.0 million in long-term debt including unamortized issuance costs.” · word for word

Net loss widened to $10.6M from $2.3M, driven by higher interest expense and currency losses

“Net loss totaled $10.6 million with net loss per diluted share of $0.18, which compares to net loss of $2.3 million... Interest expense was $8.3 million compared to $4.3 million... Other income (expense) was an expense of $1.8 million compared to an expense of $0.1 million”

DTC sales declining 14.6% cc due to store rationalization and comparable retail sales decline of 8%

“direct to consumer sales decreased 14.6%... comparable retail sales declined 8%” · word for word

High Share Dilution Risk

“The additional 7,000,000 shares being requested under the Amendment represent approximately 11.8% of our issued and outstanding shares of common stock as of August 3, 2026. Including shares subject to outstanding awards and shares available for future awards under the 2024 Plan, our fully-diluted overhang would be approximately 23% as of August 3, 2026.” · word for word

Continued Net Losses

“Net Income ($M): 2025 $(77.8), 2024 $(106.3), 2023 $(156.7).”

Low Stock Price and Compliance Risk

“The low single-digits trading price of the Company's Common Stock on Nasdaq in March 2025.” · word for word

Tariff Exposure and Volatility

“Future adverse effects on our financial results will likely continue if tariff levels persist, continue to rise, or remain volatile, especially for goods imported from China.” · word for word

Consumer Demand Weakness

“Slower consumer demand across a wide array of discretionary goods has translated in some cases to excess inventory levels in key accounts and overall cautious buying patterns across our wholesale customers.” · word for word

High Debt and Interest Expense

“Interest expense was $8.5 million in the First Quarter in comparison to $4.5 million in the Prior Year Quarter due to increased debt issuance cost amortization, higher debt balances and increased interest rates.” · word for word

Geopolitical Conflicts

“new conflicts, the continuation of the current military conflicts or an escalation of the conflicts beyond their current scope may have a number of impacts, including, but not limited to, higher fuel prices, a weakening of the global economy and negative consumer confidence” · word for word

Tariff exposure pressuring gross margins; $4M tariff refund claims partially offset.

“increased tariffs and the accelerated timing of licensed brand minimum royalty recognition.” · word for word

Smartwatch sales decline and store rationalization contributing to sales decline.

“Our store rationalization initiatives and declines in our smartwatch sales comprised approximately 280 basis points of the sales decline in the first quarter.” · word for word

Loss of a key commercial executive could disrupt sales operations and customer relationships.

“Chief Commercial Officer resigning; CEO temporarily assumes responsibilities.”

Tariff Exposure

“Tariffs negatively impacted our gross margin by approximately 140 basis points during fiscal 2025.” · word for word

License Concentration Risk

“Sales of our licensed products accounted for 47.3% of our consolidated net sales for fiscal year 2025, including MICHAEL KORS product sales, which accounted for 19.2% of our consolidated net sales, and ARMANI product sales, which accounted for 10.1% of our consolidated net sales.” · word for word

Declining Traditional Watch Market

“We have experienced decreasing net sales across certain of our product categories; in particular, net sales of watches have declined, reflecting the decline in the traditional watch market.” · word for word

China Supply Chain Dependency

“China is the source of a substantial majority of our imports.” · word for word

Retail Store Traffic Decline

“During fiscal 2025, our global comparable retail store sales decreased 23.3%.” · word for word

Significant sales decline; store rationalization and full-price model impact.

“Net sales decreased 18.1%; store rationalization initiatives comprised approximately four points of the sales decline.”

Currency headwinds and debt extinguishment loss.

“net loss on the extinguishment of debt of $1.4 million; currencies favorably affected loss.” · word for word

Management instability and turnover

“Mr. Kartsotis stepped down as Chairman and a member of the Board and as Chief Executive Officer effective March 13, 2024. Mr. Fogliato was appointed as Chairman of the Board and Chief Executive Officer effective September 18, 2024. Mr. Boyer served as Interim Chief Executive Officer and Director from March 13, 2024 until September 18, 2024. Mr. Skobe’s term ” · word for word

Weak financial performance and low shareholder return

“Net Income ($M): 2024 $(106), 2023 $(156.7). FOSL Total Shareholder Return: 2024 $18, 2023 $14.19, 2022 $41.89.”

Directors and executives not meeting stock ownership guidelines

“None of our current directors were in compliance with the guidelines as of November 15, 2025. As of November 15, 2025, our NEOs were not in compliance with the guidelines.” · word for word

Activist investor influence waning

“provisions expired on September 4, 2024, when Buxton informed the Company that it no longer met the ownership requirements under the Cooperation Agreement.” · word for word

High reliance on restructuring and transformation office

“To execute our Transform and Group plan (“TAG”), we established a Transformation Office. The Transformation Office was composed of members of our senior management supported by a leading management consulting firm specializing in assisting companies in complex reorganizations.” · word for word

Tariff exposure on Chinese imports

“Our products sourced from China are subject to these IEEPA tariffs in addition to the Section 301 tariffs above.” · word for word

High leverage and debt maturity risk

“As of October 4, 2025, we had $150.0 million outstanding under the Notes and $21.0 million outstanding under the New Revolving Credit Facility.” · word for word

Negative operating cash flow

“Cash used in operating activities was $73.1 million in the Year To Date Period” · word for word

Foreign cash repatriation restrictions

“As of October 4, 2025, $69.1 million, or approximately 87.2% of our cash and cash equivalents were held by our foreign subsidiaries.” · word for word

Potential dilution of up to $50M; signals possible cash needs or balance sheet weakness.

“At-the-market equity program to sell up to $50 million of common stock.”

Sales decline driven by direct-to-consumer channels and store rationalization

“Net sales decreased 6.1% on a reported basis and 7.1% in constant currency”

Gross margin pressure from tariffs and licensed brand minimum royalties

“Gross margin decreased 40 basis points to 49.0% versus 49.4%” · word for word

Company undergoing debt restructuring with bankruptcy court involvement

“Chapter 15 recognition order granted for restructuring of 7.00% Senior Notes due 2026”

Going concern risk highlighted in forward-looking statements

“ability to continue as a going concern” · word for word

Debt restructuring increases interest burden with 9.500% and 7.500% secured notes.

“Issuance of 9.500% First-Out First Lien Secured Senior Notes due 2029 and 7.500% Second-Out Second Lien Secured Senior Notes due 2029.”

Financial distress signal; restructuring under UK Part 26A indicates potential insolvency risk.

“Restructuring plan under Part 26A of the UK Companies Act 2006.” · word for word

Company undergoing debt restructuring under UK insolvency process.

“restructuring plan pursuant to Part 26A of the Companies Act 2006” · word for word

High likelihood of significant equity dilution or debt-for-equity swap.

“Restructuring Plan involves $150M 7.00% Senior Notes”

Restructuring plan for $150M notes indicates significant financial distress.

“restructuring plan proposed pursuant to Part 26A of the Companies Act 2006 in respect of the Notes” · word for word