Fossil commences exchange offer and rights offering for its 7% Senior Notes due 2026

Fossil Group, Inc.

Exchange any/all 7.00% Senior Notes due 2026 for 9.500% First-Out or 7.500% Second-Out Secured Notes due 2029, plus warrants.
Rights offering allows holders to buy First-Out Notes with common stock incentive; $12.9M offered to non-Supporting Holders.
Supporting Holders (~60% of Old Notes) agreed to exchange, consent to amendments, and back a potential UK proceeding.
Consent solicitation seeks to remove covenants, subordinate Old Notes to New Notes, and change governing law to England/Wales.
Exchange offer expires October 7, 2025; registration statements filed but not yet effective.

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