Material Agreement, Private Placement (Form 8-K)

On August 13, 2025, Fossil Group, Inc. (the "Company") entered into a securities exchange agreement (the "Exchange Agreement") with certain institutional stockholders (the "Exchanging Stockholders"), pursuant to which the Company agreed to exchange an aggregate of 2,500,000 shares of the Company's common stock, par value $0.01 per share (the "Surrendered Shares"), owned by the Exchanging Stockholders for pre-funded warrants (the "Exchange Warrants") to purchase an aggregate of 2,500,000 shares of common stock (subject to adjustment in the event of stock splits, recapitalizations and other similar events affecting common stock), with an exercise price of $0.01 per share. The Exchange Warrants will not expire prior to exercise. The Company also agreed to pay the Exchanging Stockholders an amount of $0.01 per share for the Surrendered Shares. The Exchange Warrants are exercisable at any time except that the Exchange Warrants cannot be exercised by the Exchanging Stockholders if, after giving effect thereto, the Exchanging Stockholders would beneficially own more than 9.99% of the Company's common stock, subject to certain exceptions. The holders of the Exchange Warrants will not have the right to vote on any matter except to the extent required by Delaware law. The Exchange Warrants were issued without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration contained in Section 3(a)(9) and/or Section 4(a)(2) of the Securities Act. The Exchange Warrants contain a provision that restrict the exercisability of the Exchange Warrants above 19.99% without obtaining stockholder approval as required by Nasdaq Listing Rules 5635(b) and 5635(d). The Company also agreed to file a registration statement after certain periods following the closing of the transaction contemplated by the Exchange Agreement covering the resale of the shares issuable upon the exercise of the Exchange Warrants. The descriptions of the Exchange Agreement and the Exchange Warrants are not complete and are qualified in their entirety by reference to the Exchange Agreement and the form of Exchange Warrants, which are filed as Exhibit 10.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference. The representations, warranties and covenants made by the Company in the Exchange Agreement and the Exchange Warrants were made solely for the benefit of the parties to the Exchange Agreement and the Exchange Warrants, as applicable, including, in some cases, for the purpose of allocating risk among the parties thereto, and are not and should not be deemed to be a representation, warranty or covenant to investors and may not be relied on by investors.

The information as set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference under this Item 3.02.

Neither this Current Report on Form 8-K, nor any exhibit attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.