福斯尔美股招股说明书(2026-01-14版)

Common Stock We have entered into an Equity Distribution Agreement (the “sales agreement”) with Maxim GroupLLC (“Maxim”) relating to the sale of our common stock, par value $0.01 per share (the “common stock”),offered by this prospectus supplement. In accordance with the terms of the sales agreement, we may offerand sell shares of our common stock having an aggregate offering price of up to $50,000,000 from time totime through Maxim acting as sales agent and/or principal. Sales of our common stock, if any, under this prospectus supplement will be made in sales deemed tobe “at the market” offerings as defined in Rule415 under the Securities Act of 1933, as amended (the“Securities Act”), including sales made directly on or through the Global Select Market tier of The NasdaqStock Market LLC (“Nasdaq”), the existing trading market for our common stock, sales made to or througha market maker other than on an exchange or otherwise, in negotiated transactions at market pricesprevailing at the time of sale or at prices related to such prevailing market prices and/or any other methodpermitted by law, including in privately negotiated transactions. Maxim will use its commerciallyreasonable efforts to sell on our behalf all the shares of common stock requested to be sold by us, consistentwith its normal trading and sales practices, on mutually agreed terms between Maxim and us. There is noarrangement for funds to be received in any escrow, trust or similar arrangement. We provide moreinformation about how the shares of common stock will be sold in the section entitled “Plan ofDistribution.” Maxim will be entitled to compensation at a fixed commission rate of 2.0% of the gross proceeds ofeach sale of shares of our common stock. See “Plan of Distribution” beginning on pageS-12of thisprospectus supplement for additional information regarding the compensation to be paid to Maxim. Inconnection with the sale of shares of our common stock on our behalf, Maxim will be deemed to be an“underwriter” within the meaning of the Securities Act and the compensation of Maxim will be deemed tobe underwriting commissions or discounts. We have also agreed to provide indemnification and contributionto Maxim with respect to certain liabilities, including liabilities under the Securities Act. Shares of our common stock are listed on Nasdaq under the symbol “FOSL.” On November12, 2025,the closing price of our common stock as reported by Nasdaq was $2.31 per share. As of November12, 2025, the aggregate market value of our outstanding common stock held by non-affiliates was approximately $122.5million, which we calculated based on 54,640,589 shares of outstandingcommon stock as of November12, 2025, of which 53,032,641 shares were held by non-affiliates, and aprice per share of $2.31, which was the closing price of our common stock on November12, 2025. Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on pageS-5ofthis prospectus supplement and under similar headings in the documents incorporated by reference into thisprospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. Maxim Group LLC The date of this prospectus supplement is January 14, 2026. TABLE OF CONTENTSPROSPECTUS SUPPLEMENT PROSPECTUS ABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION1CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS2FOSSIL GROUP, INC.3RISK FACTORS3USE OF PROCEEDS3DESCRIPTION OF DEBT SECURITIES4DESCRIPTION OF CAPITAL STOCK17DESCRIPTION OF DEPOSITARY SHARES19DESCRIPTION OF WARRANTS20DESCRIPTION OF UNITS21PLAN OF DISTRIBUTION22LEGAL MATTERS24EXPERTS24 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement relates to part of a registration statement on Form S-3 that we have filedwith the Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. Underthis shelf registration process, we may sell any combination of the securities described in our baseprospectus included in the shelf registration statement in one or more offerings up to a total aggregateoffering price of $150,000,000. The $50,000,000 of shares of common stock that may be offered, issued andsold under this prospectus supplement is included in the $150,000,000 of securities that may be offered,issued and sold by us pursuant to our shelf registration statement. We provide information to you about this offering of shares of our common stock in two separatedocuments: (i)this prospectus supplement, which describes the specific details regarding this offering; and(ii)the base prospectus referred to on the cover page of this prospectus supplement, which provides generalinformation, some of which may not apply to this offering. Generally, when we refer to the “prospectus,” weare referring to both documents combine