Fossil Group, Inc.

Interest, Guarantees and Security

The Second-Out Notes were issued pursuant to an indenture (the“Second-Out Notes Indenture”), dated as of the Closing Date, by and among the Company, as issuer, the Guarantors and Wilmington Trust, National Association, as trustee and as collateral agent (in such capacity, the“Second-Out Notes Collateral Agent”).

The Second-Out Notes will bear interest at a rate per annum equal to 7.500%, payable in cash quarterly in arrears on March 15, June 15, September 15, and December 15 of each year, commencing on March 15, 2026.

The Second-Out Notes will mature on June 30, 2029, unless redeemed in full prior to such maturity date, pursuant to the terms contained in the Second-Out Notes Indenture.

The Company’s obligations under the Second-Out Notes are fully and unconditionally guaranteed on a joint and several basis by the Company and each of the Company’s subsidiaries that are borrowers or guarantee the Company’s obligations under the ABL Credit Agreement or the First-Out Notes Indenture, as well as all of the Company’s future subsidiaries that become a borrower with respect to or guarantee the Company’s or any of the Company’s subsidiaries other material indebtedness, including under the ABL Credit Agreement and the First-Out Notes Indenture.

The Second-Out Notes are secured by liens on all or substantially all assets of the Company and the Guarantors, including second-priority liens on Notes Priority Collateral and third-priority liens on ABL Priority Collateral, in each case, to the maximum extent permitted by law, subject to certain guaranty and security principles and any applicable intercreditor agreement.

Redemption

The Company may, at its option, redeem some or all ofthe Second-Out Notes at any time at a redemption price equal to 100.000% of the principal amount ofthe Second-Out Notes being redeemed, plus accrued and unpaid interest, if any, onthe Second-Out Notes being redeemed to, but not including, the applicable redemption date.

Change of Control

If a Change of Control (as defined in the Second-Out Notes Indenture) occurs, the Company is required to make an offer to purchase all of the Second-Out Notes at a purchase price equal to 100.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to but not including the date of purchase.

Covenants and Events of Default

The Second-Out Notes Indenture contains covenants that limit the ability of the Company and its subsidiaries to, among other things: (i) incur, assume or guarantee additional debt, or issue disqualified stock or preferred stock; (ii) pay dividends, make other distributions or repurchase equity; (iii) make certain investments and other restricted payments; (iv) enter into transactions with affiliates; (v) create, incur, assume or suffer to exist liens; (vi) sell or otherwise dispose of certain assets to third parties; (vii) consolidate, merge or sell all or substantially all of their assets; and (viii) create restrictions on the ability of certain subsidiaries to pay dividends and make other payments to the Company or the Guarantors. These covenants are subject to a number of important limitations and exceptions. The Second-Out Notes Indenture also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Second-Out Notes to be due and payable immediately.

The foregoing summary of the Second-Out Notes Indenture and the Second-Out Notes does not purport to be complete and is qualified in its entirety by reference to the First-Out Notes Indenture and the form of Second-Out Note attached hereto as Exhibits 4.3 and 4.4, respectively and incorporated herein by reference.