福斯尔美股招股说明书(2025-10-16版)

Dear Holder, As previously announced, Fossil Group, Inc. (“FGI”) extended its public offer to exchange (the “Exchange Offer”) any and all of its 7.00% SeniorNotes due 2026 (the “Notes”) until 5:00 p.m. (New York City time) / 10:00 p.m. (London time) / on 15 October 2025. As at 16 October 2025, FGI hasannounced that the Exchange Offer has been further extended until 5:00 p.m. (New York City time) / 10:00 p.m. (London time) / on 22October 2025.Because the Minimum Tender Condition (as defined herein) (or any other condition to completing the Exchange Offer without a Restructuring Plan (asdefined herein)) has not yet been satisfied or waived, FGI is proceeding with a restructuring of the Company’s Notes on substantially the same terms asthe Exchange Offer (with the exception of the Exchange Offer Amendments (as defined herein)) concurrently with a proceeding under the UKCompanies Act 2006 of England and Wales (a “UK Proceeding”) until the Exchange Offer closes. This prospectus supplement, which supplements FGI’s prospectus dated 25 September 2025 (the “Prospectus”), provides a detailed explanation of theRestructuring Plan and voting process (the “Explanatory Statement”) in connection with the UK Proceeding. The Explanatory Statement supersedesthe draft explanatory statement filed on 8 October 2025.In addition to the Explanatory Statement, you are encouraged to read the Prospectus andits annexes carefully and in their entirety, including the section of the Prospectus entitled“Risk Factors,”for a discussion of risks relating to thetransactions described herein.You may also obtain more information about the Company from documents we file with the U.S. Securities andExchange Commission (the“SEC”) from time to time. If you have any questions about the Restructuring Plan, please contact the Information Agent and/or the Retail Advocate (each as defined herein), usingthe contact details below: Epiq Corporate Restructuring, LLC, as information agent of the CompanyTelephone: + 1(646)362-6336Email: registration@epiqglobal.com (with the subject line to include “Fossil”)Plan Website: https://dm.epiq11.com/fossil Jon Yorke, as Retail AdvocateEmail: jy@fgadvocate.comAttention: Jon Yorke Sincerely, FOSSILGROUP, INC. None of FGI, the Company, the applicable New Notes Trustee (as defined herein), the Dealer Manager (as defined herein), the Information Agent, theNotes Trustee (as defined herein) or any director, officer, employee, agent or affiliate of any such person has expressed any opinion as to whether theterms of the Restructuring Plan and related transactions are fair. In addition, none of the clearing systems has expressed any opinion as to whether theterms of the Restructuring Plan and related transactions are fair. None of the Company, the applicable New Notes Trustee, the Dealer Manager, theInformation Agent, the Notes Trustee or any director, officer, employee, agent or affiliate of any such person makes any recommendation thatNoteholders (as defined herein) vote in favour of the Restructuring Plan, and no one has been authorized by FGI, the Company, the applicable NewNotes Trustee, the Dealer Manager, the Information Agent, the Notes Trustee or any director, officer, employee, agent or affiliate of any such person tomake any such recommendation. Holders must make their own decision as to whether to vote in favour of the Restructuring Plan. Table of Contents THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS DOCUMENT IS AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 901D OF THE COMPANIES ACT 2006. It is beingsent to persons who are believed to be Plan Creditors (as defined below) at the date of this Explanatory Statement. Certain securities referred to in this document are registered under the U.S. Securities Act of 1933 (as amended) (the “Securities Act”). This Explanatory Statement is being made available to persons who are believed to be Plan Creditors at the date of this Explanatory Statement, and whowill therefore be affected by the proposed Restructuring Plan, by electronic copy available on the Plan Website (https://dm.epiq11.com/fossil), byvisiting EDGAR on the SEC website at www.sec.gov, through DTC’s legal notice system, and upon request via the Information Agent using the contactdetails below. This document concerns matters which may affect your legal rights and entitlements and you should take appropriate legal advice on its contents. PlanCreditors must rely on their own examination of the terms of the Restructuring Plan, including the merits and risks involved. If you are in any doubt asto the contents of this Explanatory Statement or the documents that accompany it or what action you should take, you are recommended to seek yourown independent financial, legal and tax advice immediately from your financial, legal and/or tax adviser who, if you are taking advice in the UnitedKingdom, is authorised pursuant to the Financial Services and Markets Act 2000 or by an appro