FOSL

• Gross margin expanded 490 basis points to 62.4% from 57.5% in the prior-year quarter.
• Operating income was $3.2 million (1.5% margin) versus $8.5 million (3.9% margin) a year ago; constant currency adjusted operating income was $8.6 million.
• Net loss attributable to Fossil Group was $10.6 million, or $0.18 per diluted share, compared to a net loss of $2.3 million, or $0.04 per share, in Q2 2025.
• The company raised full-year 2026 guidance: net sales expected to decline 3% to 5% with a return to growth in Q4, adjusted operating margin of 4% to 6%, and positive free cash flow.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Fossil Group's Board set the 2026 Annual Meeting for October 2, 2026 at 9:00 a.m. Central Time.
• The record date for stockholders entitled to vote is August 3, 2026.
• The prior deadlines from the 2025 proxy statement no longer apply.
• The meeting location will be disclosed in the proxy statement.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• Gross margin was 59.9%, down 140 basis points year-over-year, impacted by tariffs and accelerated licensed brand minimum royalty recognition.
• Operating income was $12.0 million versus a loss of $6.7 million in the prior year; operating margin was 5.4%.
• Net loss narrowed to $0.8 million ($0.01 per diluted share) from $17.6 million ($0.33 per diluted share) in Q1 2025.
• Company reiterated 2026 guidance: net sales decline 4% to 6%, adjusted operating margin 3% to 5%, and free cash flow break-even.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Martin's last day of employment will be May 8, 2026.
• CEO Franco Fogliato will assume Martin's responsibilities effective immediately.
• Fogliato previously led the commercial sales organization from his start at the company until Martin's hiring.
• The company has begun a search for Martin's successor.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Full year 2025 net sales were $1.0 billion, down 12.3% reported; gross margin expanded 390 basis points to 56.1%.
• Full year operating loss was $19.1 million; adjusted operating income was $10.6 million (constant currency).
• Company guides full year 2026 net sales decline of 4% to 6%, adjusted operating margin of 3% to 5%, and break-even free cash flow.
• Raises long-term targets for 2028: low-to-mid single digit net sales growth, high single digit adjusted operating margin, positive free cash flow.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Fossil Group held its 2025 Annual Meeting of Stockholders on December 19, 2025.
• The advisory vote on executive compensation passed with 23,219,948 votes in favor.
• The ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending January 3, 2026 passed with 32,912,123 votes in favor.
• The report was filed under Item 5.07 to disclose the final voting results.

5.07 Submission of Matters to a Vote of Security Holders

• Operating loss was $21.7 million with an operating margin of (8.0)%, compared to a loss of $24.5 million and margin of (8.5)% in Q3 2024.
• Net loss attributable to Fossil Group was $39.9 million, or $0.76 per diluted share, versus a net loss of $32.0 million, or $0.60 per share, a year ago.
• The company completed an exchange offer and rights offering, extending debt maturity by three years and adding $32.5 million in new money financing.
• Full year 2025 guidance reiterated: worldwide net sales expected to decline mid-teens, adjusted operating margin expected break even to slightly positive.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Fossil Group, Inc. entered into an Equity Distribution Agreement with Maxim Group LLC on November 13, 2025.
• Maxim will receive a commission of 2.0% of the gross sales price, plus reimbursement of certain expenses.
• Sales may be made through at-the-market offerings on The Nasdaq Capital Market, subject to SEC registration effectiveness.
• The agreement terminates upon sale of all $50M in shares, after 12 months, or by mutual written termination.

1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits