FOSL — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-13

• World Conflicts: We continuously monitor the direct and indirect impacts of ongoing and emerging military conflicts, including the conflict between Russia and Ukraine, as well as military actions in the Middle East, which began with U.S. and Israeli hostilities with Iran and subsequent retaliatory a…

• Data: We depend on information technology systems, the Internet and computer networks for a substantial portion of our retail and e-commerce businesses, including credit card transaction authorization and processing. We also receive and store personal information about our customers and employees, t…

• Americas: The Americas segment is comprised of sales from our operations in the United States, Canada and Latin America. Sales are generated through diversified distribution channels that include wholesalers, distributors, and direct to consumer. Within our channels, we sell our products through a v…

• Adjusted EBITDA, Adjusted operating income (loss), Constant currency adjusted operating income (loss), Adjusted net income (loss) and Adjusted earnings (loss) per share are not intended to be used as alternatives to any measure of our performance in accordance with GAAP.

• Consolidated Net Sales. Net sales decreased by $10.7 million, or 4.9% (4.4% in constant currency), for the Second Quarter compared to the Prior Year Quarter. The sales decrease was driven by the direct to consumer channel, with our store rationalization initiatives comprising approximately 220 basis…

Text removed vs the prior filing · source: 10-Q · 2026-05-14

• historically across our key categories to reduce inventory carrying risk. We will continue to proactively manage our inventory purchases to mitigate our cash flow and inventory risks.

• World Conflicts: We continuously monitor the direct and indirect impacts of ongoing and emerging military conflicts, including the conflict between Russia and Ukraine, as well as heightened tensions and recent military actions in the Middle East, such as U.S. and Israeli strikes on Iran, and subsequ…

• Data: We depend on information technology systems, the Internet and computer networks for a substantial portion of our retail and e-commerce businesses, including credit card transaction authorization and processing. We also receive and store personal information about our customers and employees, t…

• Americas: The Americas segment is comprised of sales from our operations in the United States, Canada and Latin America. Sales are generated through diversified distribution channels that include wholesalers, distributors, and direct to

• Asia: The Asia segment is comprised of sales to customers based in Australia, greater China (including mainland China, Hong Kong SAR, Macau SAR and Taiwan), India, Indonesia, Japan, Malaysia, New Zealand, Singapore, South Korea and Thailand. Sales are generated through diversified distribution chann…

Text added vs the prior filing · source: 10-Q · 2026-08-13

• From February 24, 2026 through July 24, 2026, the U.S. administration imposed a 10% ad valorem import duty on products of all countries, including China, pursuant to Section 122 of the Trade Act of 1974. On July 24, 2026, the U.S. administration imposed new Section 301 tariffs of 10% or 12.5% ad val…

• If the tariffs continue or increase, we may be required to take further mitigation actions, which could result in increased supply chain costs and disruptions and/or increased prices, which may harm our operating performance. Even if the U.S. further modifies tariffs under current or future actions,…

Text removed vs the prior filing · source: 10-Q · 2026-05-14

• Meanwhile, new tariffs on products of China take the form of an action under Section 122 of the Trade Act of 1974 (“Section 122”), which currently includes a 10% ad valorem rate as of February 24, 2026. This action is time-limited by statute, and the rates are currently planned to be in effect throu…

• We have joined litigation before the U.S. Court of International Trade challenging the legality of the Section 301 List 3 and List 4A tariffs and seeking refunds of duties paid on imports that were subject to those tariffs. That litigation is ongoing in the appeal stages.

• If the tariffs continue or increase, we may be required to raise our prices, which may result in the loss of customers and harm our operating performance. Alternatively, we may seek to shift production outside of China or otherwise change our sourcing strategy for these products, potentially resulti…

• Any deterioration in the global economic environment, including from the ongoing conflict between the United States, Israel, and Iran and related geopolitical instability, and any resulting declines in consumer confidence and spending, could have an adverse effect on our operating results and financ…

• Uncertainty in global markets, slowing economic growth, high levels of unemployment, a pandemic, inflation, rising interest rates and eroding consumer confidence can negatively impact the level of consumer spending for discretionary items. In addition, in late February 2026, the United States and Is…

Text added vs the prior filing · source: 10-Q · 2026-08-13

• 2026 Annual Meeting of Stockholders; Revised Deadlines for Stockholder Proposals and Director Nominations

• On July 20, 2026, the Board of Directors of Fossil Group, Inc. set the date of the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) for October 2, 2026 at 9:00 a.m. Central Time. The Board also established August 3, 2026 as the record date for the determination of stockholde…

• Pursuant to the Company’s Sixth Amended and Restated Bylaws (the “Bylaws”), the Company previously provided its stockholders with the deadlines for stockholder proposals and director nominations for the 2026 Annual Meeting. As previously disclosed, the deadlines for submitting stockholder proposals …

• Stockholders submitting proposals or director nominations under the Bylaws must have provided written notice to the Company’s Secretary at its principal executive offices at 901 S. Central Expressway, Richardson, Texas 75080, no later than the close of business on July 30, 2026, which was the 10th d…

• The foregoing information was previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 2026.