S-4 S-4 EX-FILING FEES 0000883569 Fossil Group, Inc. N/A N/A 0000883569 2025-09-09 2025-09-09 0000883569 1 2025-09-09 2025-09-09 0000883569 2 2025-09-09 2025-09-09 0000883569 3 2025-09-09 2025-09-09 0000883569 4 2025-09-09 2025-09-09 0000883569 5 2025-09-09 2025-09-09 0000883569 6 2025-09-09 2025-09-09 0000883569 7 2025-09-09 2025-09-09 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables
S-4
Fossil Group, Inc.

Table 1: Newly Registered and Carry Forward Securities | ☐Not Applicable
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|  | Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial Effective Date | Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Newly Registered Securities
Fees to be Paid | 1 | Debt | 9.500% First-Out First Lien Secured Senior Notes due 2029 pursuant to Exchange Offer and as the Consent Premium | 457(o) | 60,127,395 |  | $ 60,127,395.00 | 0.0001531 | $ 9,205.50 |  |  |  |
Fees to be Paid | 2 | Debt | Guarantee of the 9.500% First-Out First Lien Secured Senior Notes due 2029 | Other |  |  |  | 0.0001531 | $ 0.00 |  |  |  |
Fees to be Paid | 3 | Debt | 7.500% Second-Out Second Lien Secured Senior Notes due 2029 pursuant to Exchange Offer and as the Consent Premium | 457(o) | 60,127,395 |  | $ 60,127,395.00 | 0.0001531 | $ 9,205.50 |  |  |  |
Fees to be Paid | 4 | Debt | Guarantee of the 9.500% Second-Out Second Lien Secured Senior Notes due 2029 | Other |  |  |  | 0.0001531 | $ 0.00 |  |  |  |
Fees to be Paid | 5 | Equity | Initial Public Warrants to purchase (i) Common Stock or (ii) Pre-Funded Warrants to purchase Common Stock | Other | 1,194,584 |  | $ 4,491,635.84 | 0.0001531 | $ 687.67 |  |  |  |
Fees to be Paid | 6 | Equity | Underlying Pre-Funded Warrants per the exercise of Initial Public Warrants | Other | 1,194,584 |  | $ 0.00 | 0.0001531 | $ 0.00 |  |  |  |
Fees to be Paid | 7 | Equity | Underlying shares of Common Stock, par value $0.01 per share per the exercise of Initial Public Warrants and Pre-Funded Public Warrants | Other | 1,194,584 |  | $ 0.00 | 0.0001531 | $ 0.00 |  |  |  |
Fees Previously Paid |  |  |  |  |  |  |  |  |  |  |  |  |
Carry Forward Securities
Carry Forward Securities |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Total Offering Amounts: |  | $ 124,746,425.84 |  | $ 19,098.67 |  |  |  |
|  |  | Total Fees Previously Paid: |  |  |  | $ 0.00 |  |  |  |
|  |  | Total Fee Offsets: |  |  |  | $ 0.00 |  |  |  |
|  |  | Net Fee Due: |  |  |  | $ 19,098.67 |  |  |  |

Offering Note |

1 | Rule 457(f) Fee Calculation Details The amount of registration fee is calculated pursuant to Rule 457(f) and Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act"). Includes (i) $59,729,200 aggregate principal amount of 9.500% First-Out First Lien Secured Senior Notes due 2029 to be issued in exchange for tendered 7.00% Senior Notes due 2026, and (ii) up to $398,195 aggregate principal amount of 9.500% First-Out First Lien Secured Senior Notes due 2029 to be issued as the Consent Premium. The proposed maximum aggregate offering price is the product obtained by multiplying the amount of securities to be received of 60,127,395, which is the sum of the amount of securities to be issued in exchange for tendered 7.00% Senior Notes due 2026 and the amount of securities to be issued as the Consent Premium, by $1.00, which is the face value of each of the 9.500% First-Out First Lien Secured Senior Notes due 2029.
| Amount of Securities to be Received or Cancelled | Value per Share of Securities to be Received or Cancelled | Total Value of Securities to be Received or Cancelled | Cash Consideration Received by the registrant | Cash Consideration (Paid) by the registrant | Maximum Aggregate Offering Price
--- | --- | --- | --- | --- | --- | ---
| 60,127,395 | $ 1.00 | $ 60,127,395.00 |  |  | $ 60,127,395.00
2 | Pursuant to Rule 457(n) under the Securities Act, no separate registration fee is payable for the Guarantee of the 9.500% First-Out First Lien Secured Senior Notes due 2029.
3 | Rule 457(f) Fee Calculation Details The amount of registration fee is calculated pursuant to Rule 457(f) and Rule 457(o) under the Securities Act. Includes (i) $59,729,200 aggregate principal amount of 7.500% Second-Out Second Lien Secured Senior Notes due 2029 to be issued in exchange for tendered 7.00% Senior Notes due 2026, and (ii) up to $398,195 aggregate principal amount of 7.500% Second-Out Second Lien Secured Senior Notes due 2029 to be issued as the Consent Premium. The proposed maximum aggregate offering price is the product obtained by multiplying the amount of securities to be received of 60,127,395, which is the sum of the amount of securities to be issued in exchange for tendered 7.00% Senior Notes due 2026 and the amount of securities to be issued as the Consent Premium, by $1.00, which is the face value of each of the 9.500% First-Out First Lien Secured Senior Notes due 2029.
| Amount of Securities to be Received or Cancelled | Value per Share of Securities to be Received or Cancelled | Total Value of Securities to be Received or Cancelled | Cash Consideration Received by the registrant | Cash Consideration (Paid) by the registrant | Maximum Aggregate Offering Price
| 60,127,395 | $ 1.00 | $ 60,127,395.00 |  |  | $ 60,127,395.00
4 | Pursuant to Rule 457(n) under the Securities Act, no separate registration fee is payable for the Guarantee of the 7.500% Second-Out Second Lien Secured Senior Notes due 2029.
5 | Rule 457(f) Fee Calculation Details The amount of registration fee is calculated pursuant to Rules 457(f)(1) and 457(i) under the Securities Act, based on the sum of (i) $3.26, which is the average of the high and low prices of the registrant's Common Stock on September 5, 2025 on the Nasdaq, and (ii) $0.50, which is the exercise price of the Initial Public Warrants.
| Amount of Securities to be Received or Cancelled | Value per Share of Securities to be Received or Cancelled | Total Value of Securities to be Received or Cancelled | Cash Consideration Received by the registrant | Cash Consideration (Paid) by the registrant | Maximum Aggregate Offering Price
| 1,194,584 | $ 3.76 | $ 4,491,635.84 |  |  | $ 4,491,635.84
6 | No registration fee is required pursuant to Rule 457(i) under the Securities Act.
7 | No registration fee is required pursuant to Rule 457(i) under the Securities Act.

Table 2: Fee Offset Claims and Sources | ☑Not Applicable
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|  | Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A
Fee Offset Sources | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A
Rule 457(p)
Fee Offset Claims | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A
Fee Offset Sources | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A

Table 3: Combined Prospectuses | ☑Not Applicable
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| Security Type | Security Class Title | Amount of Securities Previously Registered | Maximum Aggregate Offering Price of Securities Previously Registered | Form Type | File Number | Initial Effective Date
--- | --- | --- | --- | --- | --- | --- | ---
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A