---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-280531"
form_type: "8-K"
ticker: "FOSL"
cik: "0000883569"
company_name: "Fossil Group, Inc."
filed_at: "2025-11-13T23:59:59+00:00"
generated_at: "2026-05-16T20:44:57.468061+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Fossil Group completes debt restructuring; $150M old notes cancelled, new notes and warrants issued

## Summary
- All $150M outstanding 7.00% Senior Notes due 2026 cancelled; replaced with 9.500% First-Out Notes due 2029 and 7.500% Second-Out Notes due 2029.
- New money participants invested $32.5M cash, receiving $32.5M First-Out Notes and 954,070 common shares.
- Supporting holders received $1.625M First-Out Notes as backstop premium; ~3M warrants issued exercisable at $0.50/share until Dec 15, 2025.
- Non-new money participants exchanged $29.8M old notes for Second-Out Notes; consent premium of $53,858 Second-Out Notes paid.
- ABL credit agreement amended; intercreditor agreements executed governing lien priorities among ABL, First-Out, and Second-Out lenders.

## SEC filing metadata
- accession: 0001193125-25-280531
- form_type: 8-K
- ticker: FOSL
- cik: 0000883569
- company_name: Fossil Group, Inc.
- filed_at: 2025-11-13T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/883569/000119312525280531/0001193125-25-280531-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/883569/000119312525280531/d895497d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-280531
- JSON: https://secwatch.observer/filing/0001193125-25-280531.json
- Plain text: https://secwatch.observer/filing/0001193125-25-280531.txt

## Key facts
- Debt Financings
  Fossil Group, Inc. incurred senior notes of $32,500,000 aggregate principal amount of 9.500% First-Out First Lien Secured Senior Notes due 2029 with Wilmington Trust, National Association at 9.500% maturing January 1, 2029.
  - Instrument: senior notes
  - Principal: $32,500,000 aggregate principal amount of 9.500% First-Out First Lien Secured Senior Notes due 2029
  - Counterparty: Wilmington Trust, National Association
  - Rate: 9.500%
  - Maturity: January 1, 2029
  - Event: incurrence
  source text: Noteholders that participated in the Rights Offering and Exchange Offer (the “New Money Participants”) (i) provided an aggregate of $32,500,000 of incremental, new money financing in exchange for (x) $32,500,000 aggregate principal amount of 9.500% First-Out First Lien Secured Senior Notes due 2029 (the “First-Out Notes")
  evidence_url: https://www.sec.gov/Archives/edgar/data/883569/000119312525280531/0001193125-25-280531-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.