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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 9, 2023
FOSSIL GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware |  | 001-41040 |  | 75-2018505
(State or other jurisdiction of |  | (Commission File Number) |  | (IRS Employer
incorporation or organization) |  |  |  | Identification No.)

901 S. Central Expressway |  |
Richardson, | Texas |  | 75080
(Address of principal executive offices) |  | (Zip Code)

Registrant’s telephone number, including area code: (972) 234-2525
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class |  | Ticker Symbol |  | Name of each exchange on which registered
Common Stock, par value $0.01 per share |  | FOSL |  | The Nasdaq Stock Market LLC
7.00% Senior Notes due 2026 |  | FOSLL |  | The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.
On August 9, 2023, Fossil Group, Inc. (the “Company”) issued a press release announcing financial results for the fiscal quarter ended July 1, 2023. A copy of the press release is attached hereto as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure.
A copy of the Company’s Transform and Grow investor presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
The information in Items 2.02 and 7.01 of this Current Report and the accompanying exhibit is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit No. |  | Document Description
99.1 |  | Press Release, dated August 9,2023, announcing financial results for the fiscal quarter ended July 1, 202 3.
99.2 |  | Transform and Grow presentation of Fossil Group, Inc. dated August 9, 2023.
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 9, 2023 |  |
| FOSSIL GROUP, INC.
| By: | /s/ SUNIL M. DOSHI
|  | Sunil M. Doshi
|  | Executive Vice President, Chief Financial Officer and Treasurer