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Fossil Group, Inc.

For the period ended Oct 4, 2025. Filed Nov 13, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Oct 4, 2025 · Filed Nov 13, 2025

FOSL$7.81+0.6%Stored close · as of Nov 6, 2026
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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 4, 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

(Exact name of registrant as specified in its charter)

Delaware75-2018505
(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)
901 S. Central Expressway,Richardson,Texas75080
(Address of principal executive offices)(Zip Code)

(972)234-2525

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTicker SymbolName of each exchange on which registered
Common Stock, par value $0.01 per shareFOSLThe Nasdaq Stock Market LLC
7.00% Senior Notes due 2026FOSLLThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer☐Accelerated filer☒
Non-accelerated filer☐Smaller reporting company☒
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Acto

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒

The number of shares of the registrant’s common stock outstanding as of November 4, 2025:54,640,589

FORM 10-Q

FOR THE FISCAL QUARTER ENDED OCTOBER 4, 2025

INDEX

Page
PART I
Item 1.Financial Statements5
Condensed Consolidated Balance Sheets5
Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)6
Condensed Consolidated Statements of Stockholders' Equity7
Condensed Consolidated Statements of Cash Flows9
Notes to Condensed Consolidated Financial Statements10
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations33
Results of Operations35
Liquidity and Capital Resources47
Forward-Looking Statements50
Item 3.Quantitative and Qualitative Disclosures About Market Risk50
Item 4.Controls and Procedures50
PART II
Item 1.Legal Proceedings52
Item 1A.Risk Factors52
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds55
Item 5.Other Information55
Item 6.Exhibits56
SIGNATURES57

Trademarks, service marks, trade names and copyrights

We use our FOSSIL, MICHELE, RELIC, SKAGEN and ZODIAC trademarks, as well as other trademarks, on watches, our FOSSIL and SKAGEN trademarks on jewelry, and our FOSSIL trademark on leather goods and other fashion accessories in the U.S. and in a significant number of foreign countries. We also use FOSSIL, SKAGEN, WATCH STATION INTERNATIONAL and WSI as trademarks on retail stores and FOSSIL, SKAGEN, WATCH STATION INTERNATIONAL, WSI, ZODIAC and MICHELE as trademarks on online e-commerce sites. This filing may also contain other trademarks, service marks, trade names and copyrights of ours or of other companies with whom we have, for example, licensing agreements to produce, market and distribute products. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to or incorporated by reference into this report may be listed without the TM, SM, © and ® symbols, as applicable, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors, if any, to these trademarks, service marks, trade names and copyrights.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.