8-K
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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): October 16, 2025

 

 

 

LOGO

FOSSIL GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-41040   75-2018505
(State or Other Jurisdiction
of Incorporation)
 

(Commission

File Number)

  (I.R.S. Employer
Identification Number)

901 S. Central Expressway

Richardson, Texas 75080

(Address of Principal Executive Offices, including Zip Code)

(972) 234-2525

(Registrant’s Telephone Number, including Area Code)

 

 

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:

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
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 8.01

Other Events.

Further Extension of Exchange Offer, Update on UK Proceeding and Statement Regarding Media Report

On October 16, 2025, Fossil Group, Inc. (the “Company”) issued a press release, announcing that, in connection with its previously announced offer to exchange (the “Exchange Offer”) and consent solicitation (the “Consent Solicitation”) with respect to its 7.00% Senior Notes due 2026 (the “Old Notes”), it has extended the expiration of the Exchange Offer, Consent Solicitation and its concurrent rights offering from 5:00pm New York City time on October 15, 2025 to 5:00pm New York City time on October 22, 2025.

The Company also provided an update on the convening hearing held on October 15, 2025 in the High Court of Justice, Business and Property Courts of England and Wales (the “Court”) with respect to its subsidiary Fossil (UK) Global Servies Ltd’s (“Fossil UK”) proceeding under the Companies Act 2006 of England and Wales (the “UK Proceeding”). At the convening hearing, Mr. Justice Cawson granted an order approving the application of Fossil UK to convene a meeting of the holders of the Old Notes (the “Plan Creditors”) to consider and vote on the UK Proceeding (the “Plan Meeting”). The Plan Meeting is scheduled to take place on November 6, 2025. If the UK Proceeding is approved by the requisite majority of Plan Creditors (75% by value of those present and voting) at the Plan Meeting, Fossil UK will return to the Court for a sanction hearing on November 10, 2025, at which hearing the Court will determine whether to exercise its discretion to sanction the UK Proceeding.

Finally, the Company addressed a recent media report regarding a potential initial public offering of a Company subsidiary in India. It is generally Company policy to not comment on market rumors or speculation. However, in response to such report, the Company believes it is prudent to note that while Fossil Group regularly evaluates its capital structure and financing strategies, the Company is not currently pursuing an initial public offering of a Company subsidiary.

A copy of the press release issued on October 16, 2025 is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.

Notice of Plan Meeting and Plan Creditor Letter

In connection with the UK Proceeding, on October 16, 2025, the Company issued a notice of plan meeting providing notice to Plan Creditors that pursuant to an order made by the Court dated October 15, 2025, the Plan Meeting would be held on Thursday, November 6, 2025 for the purpose of considering and, if deemed fit, approving the UK Proceeding with respect to the Old Notes.

In order for Plan Creditors to vote at the Plan Meeting, if they are not a Record Date Tendered Creditor (as defined in the Registration Statements (as defined herein)), they should submit a validly completed Plan Creditor Letter by either: (i) completing the online form of Plan Creditor Letter and uploading all accompanying documents on the Plan Website (as defined in the Registration Statements); or (ii) transmitting the completed Plan Creditor Letter in a scanned PDF with all accompanying documentation via email to Epiq Corporate Restructuring, LLC at: [email protected] with “Fossil” referenced in the subject line as soon as possible, and, in any event, by no later than 10:00 p.m. (London time) / 5:00 p.m. (New York City time) on Monday, 3 November 2025.

A copy of the notice of plan meeting issued on October 16, 2025 is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference. A copy of the form of Plan Creditor Letter is filed as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.
   Document Description
99.1    Press Release, dated October 16, 2025.
99.2    Notice of Plan Meeting, dated October 16, 2025.
99.3    Form of Plan Creditor Letter, dated October 16, 2025.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking Statements

This report contains statements that are not purely historical and may be forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can be identified by words such as “anticipate,” “target,” “expect,” “estimate,” “intend,” “plan,” “aim” “seek,” “believe,” “continue,” “will,” “may,” “would,” “could” or “should” or other words of similar meaning. There are several factors which could cause the Company’s actual plans and results to differ materially from

 

2


those expressed or implied in forward-looking statements and these forward-looking statements are based on information available to us as of the date hereof and represent management’s current views and assumptions. Such factors include, but are not limited to: risks related to the success of our restructuring and turnaround plans; risks related to strengthening our balance sheet and liquidity and improving working capital; risks related to our planned non-core asset sales; increased political uncertainty; the effect of worldwide economic conditions, including recessionary risks; the effect of pandemics; the impact of any activist shareholders; the failure to meet the continued listing requirements of NASDAQ; significant changes in consumer spending patterns or preferences and lower levels of consumer spending resulting from inflation, a general economic downturn or generally reduced shopping activity caused by public safety or consumer confidence concerns; interruptions or delays in the supply of key components or products; acts of war or acts of terrorism; loss of key facilities; a data security or privacy breach or information systems disruptions; changes in foreign currency valuations in relation to the U.S. dollar; the performance of our products within the prevailing retail environment; customer acceptance of both new designs and newly-introduced product lines; changes in the mix of product sales; the effects of vigorous competition in the markets in which we operate; compliance with debt covenants and other contractual provisions and our ability to meet debt service obligations; risks related to the success of our business strategy; the termination or non-renewal of material licenses; risks related to foreign operations and manufacturing; changes in the costs of materials and labor; government regulation and tariffs; our ability to secure and protect trademarks and other intellectual property rights; levels of traffic to and management of our retail stores; if the transactions contemplated by the Registration Statement on Form S-3, including the prospectus contained therein, as amended and supplemented (Registration Statement No. 333-290139) (the “S-3 Registration Statement”), and the Registration Statement on Form S-4, including the prospectus contained therein, as amended and supplemented (Registration Statement No. 333-290141) (together with the S-3 Registration Statement, the “Registration Statements”) are not consummated, the potential delays and significant costs of alternative transactions, which may not be available to us on acceptable terms, or at all, which in turn may impact our ability to continue as a going concern; the significant costs incurred by us in connection with the transactions contemplated by the Registration Statements; our inability to comply with the restrictive debt covenants contained in the new notes to be issued in connection with the transactions contemplated by the Registration Statements; and loss of key personnel or failure to attract and retain key employees and the outcome of current and possible future litigation. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements and risk factors discussed from time to time in the Company’s filings with the SEC, including, but not limited to, those described under the section entitled “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 12, 2025, our Quarterly Reports on Form 10-Q filed with the SEC on May 15, 2025, and August 14, 2025, and subsequent filings with the SEC, which can be found at the SEC’s website at http://www.sec.gov. For the reasons described above, we caution you against relying on any forward-looking statements. Any forward-looking statement made by us in this report speaks only as of the date on which we make it. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. No recipient should, therefore, rely on these forward-looking statements as representing the views of the Company or its management as of any date subsequent to the date of this report.

 

3


SIGNATURES

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

 

    FOSSIL GROUP, INC.
By:  

/s/ Randy S. Hyne

Name:   Randy S. Hyne
Title:   Chief Legal Officer and Secretary

Date: October 16, 2025

 

4

Exhibit 99.1

 

LOGO

FOSSIL ANNOUNCES FURTHER EXTENSION OF EXCHANGE OFFER FOR ITS SENIOR NOTES

PROVIDES UPDATE ON ITS UK PROCEEDING

ADDRESSES MEDIA REPORT

Richardson, TXOctober 16, 2025 – Fossil Group, Inc. (NASDAQ: FOSL) (the “Company”) announced today that, in connection with its previously announced offer to exchange (the “Exchange Offer”) and consent solicitation (the “Consent Solicitation”) with respect to its 7.00% Senior Notes due 2026 (the “Old Notes”), it has extended the expiration of the Exchange Offer, Consent Solicitation and its concurrent rights offering (the “Rights Offering”) from 5:00pm New York City time on October 15, 2025 to 5:00pm New York City time on October 22, 2025. The Company intends to proceed concurrently with the UK Proceeding on the previously disclosed schedule, and as described herein, and may make effective the UK Proceeding Amendments to the Indenture for the Old Notes prior to a definitive determination that the Company is required to proceed with the UK Proceeding pursuant to the Transaction Support Agreement (and, if applicable, will make corresponding amendments to the Exchange Offer Amendments to the Old Notes Indenture). All other terms, provisions and conditions of the Exchange Offer, Consent Solicitation and Rights Offering will remain in full force and effect, and capitalized terms used but not defined herein have the meanings ascribed to them in the prospectus included in the Registration Statements (as defined herein). The Company reserves the right to terminate, withdraw, amend or further extend the Exchange Offer, the Consent Solicitation and the Rights Offering independently of each other at any time and from time to time, as described in the Registration Statements.

As of 5:00pm New York City time on October 15, 2025, according to Epiq Corporate Restructuring, LLC, the Information, Exchange and Subscription Agent for the Exchange Offer, Consent Solicitation and Rights Offering, the principal amount of Old Notes set forth in the table below had been validly tendered and not validly withdrawn (and consents thereby deemed validly given and not validly revoked) in the Exchange Offer, Consent Solicitation and Supporting Holders Exchange (as defined in the Registration Statements).

 

Option

  

Description

   CUSIP No.    Principal
Amount
Tendered
   Percentage of
$150,000,000
Aggregate

Outstanding
Principal Amount
Tendered
New Money Participants    7.00% Senior Notes due 2026    34988 V304    $106,870,250    71.25%
Non-New Money Participants    7.00% Senior Notes due 2026    34988 V304    $6,187,625    4.13%
        

 

  

 

Total    7.00% Senior Notes due 2026    34988 V304    $113,057,875    75.37%
        

 

  

 

Update on UK Proceeding

In relation to the UK Proceeding, at the convening hearing held on October 15, 2025 in the High Court of Justice, Business and Property Courts of England and Wales (the “Court”), Mr. Justice Cawson granted an order approving the application of Fossil (UK) Global Services Ltd. (“Fossil UK”) to convene a meeting of the holders of the Old Notes (the “Plan Creditors”) to consider and vote on the UK Proceeding (the “Plan Meeting”).


As previously disclosed, the Plan Meeting is scheduled to take place on November 6, 2025. If the UK Proceeding is approved by the requisite majority of Plan Creditors (75% by value of those present and voting) at the Plan Meeting, Fossil UK will return to the Court for a sanction hearing on November 10, 2025, at which hearing the Court will determine whether to exercise its discretion to sanction the UK Proceeding.

Statement Regarding Media Report

It is generally Company policy to not comment on market rumors or speculation. However, the Company is aware of a recent media report regarding a potential initial public offering of a Company subsidiary in India and believes it is prudent to note that while Fossil Group regularly evaluates its capital structure and financing strategies, the Company is not currently pursuing an initial public offering of a Company subsidiary.

The Company has filed a registration statement (including a prospectus) on Form S-3, as amended (File No. 333-290139) (the “S-3 Registration Statement”), and a registration statement (including a prospectus) on Form S-4, as amended (File No. 333-290141) (together with the S-3 Registration Statement, the “Registration Statements”), in connection with the Exchange Offer, Consent Solicitation and Rights Offering with the U.S. Securities and Exchange Commission (the “SEC”). Before you invest, you should read the prospectus dated September 25, 2025 in the Registration Statements, any prospectus supplement thereto, and other documents the Company has filed with the SEC for more complete information about the Company and the offerings. You may get these documents for free by visiting EDGAR on the SEC website (www.sec.gov). Alternatively, Epiq Corporate Restructuring, LLC will arrange to send you the prospectus if you request it by emailing [email protected] (with the subject line to include “Fossil”) or via phone at +1 (646) 362-6336. Any questions regarding the terms of the transactions contemplated by the Registration Statements may be directed to Cantor Fitzgerald & Co., as dealer manager, via email at [email protected] (with the subject line to include “Fossil”) or phone at +1 (212) 829-7145; Attention: Tom Pernetti and Ian Brostowski.

Cautionary Note About Forward Looking Statements

This press release contains statements that are not purely historical and may be forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can be identified by words such as “anticipate,” “target,” “expect,” “estimate,” “intend,” “plan,” “aim” “seek,” “believe,” “continue,” “will,” “may,” “would,” “could” or “should” or other words of similar meaning. There are several factors which could cause the Company’s actual plans and results to differ materially from those expressed or implied in forward-looking statements and these forward-looking statements are based on information available to us as of the date hereof and represent management’s current views and assumptions. Such factors include, but are not limited to: risks related to the success of our restructuring and turnaround plans; risks related to strengthening our balance sheet and liquidity and improving working capital; risks related to our planned non-core asset sales; increased political uncertainty; the effect of worldwide economic conditions, including recessionary risks; the effect of pandemics; the impact of any activist shareholders; the failure to meet the continued listing requirements of NASDAQ; significant changes in consumer spending patterns or preferences and lower levels of consumer spending resulting from inflation, a general economic downturn or generally reduced shopping activity caused by public safety or consumer confidence concerns; interruptions or delays in the supply of key components or products; acts of war or acts of terrorism; loss of key facilities; a data security or privacy breach or information systems disruptions; changes in foreign currency valuations in relation to the U.S. dollar; the performance of our products within the prevailing retail environment; customer acceptance of both new designs and newly-introduced product lines; changes in the mix of product sales; the effects of vigorous competition in the markets in which we operate; compliance with debt covenants and other contractual provisions and our ability to meet debt service obligations; risks related to the success of our business strategy; the termination or non-renewal of material licenses; risks related to foreign operations and manufacturing; changes in the costs of materials and labor; government regulation and tariffs; our ability to secure and protect trademarks and other intellectual property rights; levels of traffic to and management of our retail stores; if the transactions contemplated by the Registration Statements are not consummated, the potential delays and significant costs of alternative transactions, which may not be available to us on acceptable terms, or at all, which in turn may impact our ability to continue as a going concern; the significant costs incurred by us in connection


with the transactions contemplated by the Registration Statements; our inability to comply with the restrictive debt covenants contained in the new notes to be issued in connection with the Registration Statements; and loss of key personnel or failure to attract and retain key employees and the outcome of current and possible future litigation. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements and risk factors discussed from time to time in the Company’s filings with the SEC, including, but not limited to, those described under the section entitled “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 12, 2025, our Quarterly Reports on Form 10-Q filed with the SEC on May 15, 2025, and August 14, 2025, and subsequent filings with the SEC, which can be found at the SEC’s website at http://www.sec.gov. For the reasons described above, we caution you against relying on any forward-looking statements. Any forward-looking statement made by us in this press release speaks only as of the date on which we make it. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. No recipient should, therefore, rely on these forward-looking statements as representing the views of the Company or its management as of any date subsequent to the date of this press release.

Investor Relations

Christine Greany

The Blueshirt Group

[email protected]

Media Contact

Brunswick Group LLP

[email protected]

Exhibit 99.2

NOTICE OF PLAN MEETING

Claim No: CR-2025-007011

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS

OF ENGLAND AND WALES

INSOLVENCY AND COMPANIES LIST

(ChD)

IN THE MATTER OF FOSSIL (UK) GLOBAL SERVICES LTD

- and -

IN THE MATTER OF THE COMPANIES ACT 2006

RESTRUCTURING PLAN

(under Part 26A of the Companies Act 2006)

Between

Fossil (UK) Global Services Ltd (the “Company”)

and

THE PLAN CREDITORS

NOTICE IS HEREBY GIVEN that, pursuant to an Order made by the High Court of Justice of England and Wales (the “Court”) dated 15 October 2025 (the “Convening Order”), a single meeting (the “Plan Meeting”) of such persons who are or may be creditors of the Company in respect of the US $150 million 7.00% Senior Notes due 30 November 2026 issued by Fossil Group, Inc. (the “Plan Creditors”) shall be held on Thursday, 6 November 2025 for the purpose of considering and, if thought fit, approving (with or without modification, addition or condition approved or imposed by the Court) the restructuring plan proposed pursuant to Part 26A of the Companies Act 2006 (as amended) (the “Restructuring Plan”).

A copy of the document in which the terms of the Restructuring Plan are contained and a copy of the statement required to be furnished pursuant to section 901D of the Companies Act 2006 (the “Explanatory Statement”) are available on the Plan Website at https://dm.epiq11.com/fossil. Plan Creditors can obtain access to the Plan Website by contacting Epiq Corporate Restructuring, LLC (the “Information Agent”) using the details set out below. Further details of the Restructuring Plan and instructions and guidance for Plan Creditors are set out in the Explanatory Statement. Plan Creditors are encouraged to read the Explanatory Statement carefully.

 

1


A capitalised term used in this notice which is not otherwise defined herein shall have the meaning given to it in the Explanatory Statement.

NOTICE IS ALSO HEREBY GIVEN that the Plan Meeting will be held at the offices of Weil, Gotshal & Manges LLP, 110 Fetter Lane, London EC4A 1AY, United Kingdom (and via video conference for Plan Creditors and proxies who are unable to attend the physical meeting) to commence at 2:00 p.m. (London time) / 9:00 a.m. (New York City time).

 

1

The Record Date for Plan Creditors to be eligible to vote and attend the Plan Meeting is Monday, 27 October 2025 (the “Record Date”).

 

2

All Plan Creditors as at the Record Date are requested to attend the Plan Meeting at the time and place above indicated either personally (physically or by video conference) or by proxy.

 

3

Plan Creditors are strongly encouraged to appoint a proxy (either the Chairperson or another person of their choice who is willing to attend the Plan Meeting) by completing and submitting a Plan Creditor Letter, and for those wanting to attend the Plan Meeting in person or to appoint a proxy other than the Chairperson, their Identification Documents, prior to the Voting Instructions Deadline, even if they intend to attend and vote in person, in case they are unable to do so for any reason. In any case, only one individual person may attend the Plan Meeting on behalf of a Plan Creditor. If a Plan Creditor does not submit a Plan Creditor Letter before the Voting Instructions Deadline, its admission to, and, thus, entitlement to vote at, the Plan Meeting (following the submission of its Identification Documents) will be at the discretion of the Chairperson.

 

4

It is requested that instructions to appoint either the Chairperson or someone else as proxy are submitted by the Plan Creditors to the Information Agent via the Plan Creditor Letter as soon as possible and in any event so as to be received by no later than 10:00 p.m. (London time) / 5:00 p.m. (New York City time) on Monday, 3 November 2025, being the Voting Instructions Deadline.

 

5

For further details regarding steps to be taken for the purposes of voting, please refer to the Plan Creditor Letter, which can be found on the Plan Website at https://dm.epiq11.com/fossil.

 

6

Those Plan Creditors who are Sanctions Disqualified Persons are not eligible to vote on the Restructuring Plan at the Plan Meeting.

 

7

By the Convening Order, the Court has appointed Gemma Sage of Weil, Gotshal & Manges LLP or, failing her, another partner of Weil, Gotshal & Manges LLP, as the chairperson of the Plan Meeting (the “Chairperson”) and has directed the Chairperson to report the result of the Plan Meeting to the Court.

 

8

The Restructuring Plan will be subject to the subsequent approval of the Court. The Sanction Hearing is expected to be held on Monday, 10 November 2025.

 

2


9

For further information of a general nature on the Restructuring Plan, please contact Weil, Gotshal & Manges LLP, the Company’s legal advisors, for further information on the voting procedure, please contact Epiq Corporate Restructuring, LLC, the Information Agent, and for further general media enquiries in relation to the Restructuring Plan or the Notes Restructuring, please contact Brunswick Group LLP, the Group’s media contact, using the following contact details:

 

  (a)

Weil, Gotshal & Manges LLP

Name: Andrew Wilkinson / Gemma Sage

Email address: [email protected]

 

  (b)

Epiq Corporate Restructuring, LLC as Information Agent

Email address: [email protected] with “Fossil” referenced in the subject line

 

  (c)

Brunswick Group LLP, as media contact

Email address: [email protected]

 

10

If a Retail Holder has any questions or objections regarding the Restructuring Plan, they are encouraged to contact the Retail Advocate, without charge, using the following contact details:

Name: Jon Yorke

Email address: [email protected]

This notice is for informational purposes only and is not an offer to buy or sell or the solicitation of an offer to buy or sell any security.

Further details regarding the terms and conditions of the Restructuring Plan and Notes Restructuring can be found in the prospectus dated 25 September 2025 (the “Prospectus”) that has been filed with the SEC. ANY PLAN CREDITOR IS URGED TO READ THE PROSPECTUS AND OTHER DOCUMENTS THAT FOSSIL GROUP, INC. HAS FILED OR FILES WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT FOSSIL GROUP, INC., THE COMPANY, THE RESTRUCTURING PLAN AND THE NOTES RESTRUCTURING.

The Prospectus and other related documents, when filed, can be obtained for free from the SEC’s website at www.sec.gov.

Epiq Corporate Restructuring, LLC is acting as the Information Agent for the Restructuring Plan and the Notes Restructuring. Questions and requests for assistance or for copies of the Prospectus may be directed to the Information Agent at its email address at: [email protected] (with the subject line to include “Fossil”) or via phone at +1 (646) 362-6336.

If a Retail Holder has any questions or objections regarding the Restructuring Plan or the Notes Restructuring, they are encouraged to contact the Retail Advocate, without charge, by emailing [email protected].

 

3


Weil, Gotshal & Manges LLP

110 Fetter Lane

London

EC4A 1AY

United Kingdom

Solicitors for the Company

Dated 16 October 2025

 

4

Exhibit 99.3

PLAN CREDITOR LETTER

 

IN THE HIGH COURT OF JUSTICE    Claim No. CR-2025-007011
BUSINESS AND PROPERTY COURTS OF   
ENGLAND AND WALES   
INSOLVENCY AND COMPANIES LIST   
(ChD)   

IN THE MATTER OF FOSSIL (UK) GLOBAL SERVICES LTD

- and -

IN THE MATTER OF THE COMPANIES ACT 2006

RESTRUCTURING PLAN

(under Part 26A of the Companies Act 2006)

Between

FOSSIL (UK) GLOBAL SERVICES LTD and the PLAN CREDITORS

THIS LETTER IS THE PLAN CREDITOR LETTER (THE “LETTER”) AS REFERRED TO AND DEFINED IN THE EXPLANATORY STATEMENT, THE PLAN DOCUMENT AND THE TRANSACTION IMPLEMENTATION DEED.

SANCTIONS DISQUALIFIED PERSONS ARE NOT PERMITTED TO: (A) VOTE ON THE RESTRUCTURING PLAN; (B) RECEIVE ANY PLAN CONSIDERATION; OR (C) ELECT TO PARTICIPATE IN THE NEW MONEY OFFERING.

Any Plan Creditor wishing to vote on the Restructuring Plan, whose Notes were not validly placed on DTC’s Automated Tender Offer Program (“ATOP”) system in connection with the Exchange Offer as at the Record Date on 27 October 2025, must complete and submit this Letter to Epiq Corporate Restructuring, LLC (the “Information Agent”) in accordance with the instructions below no later than the Voting Instructions Deadline.

Any Plan Creditor wishing to participate in the New Money Offering that has not already instructed the DTC Participant(s) holding their Notes to electronically deliver such Notes into the voluntary corporate action event established on the ATOP system for the Rights Offering should complete the actions explained in this Letter by the Conditional Expiration Time.

If:

 

1.

your DTC Participant(s) has submitted an Agent/Attorney-in-Fact and Proxy Nominee Form in accordance with the Exchange Offer prior to the Exchange Offer Expiration Time (which step is automatically effectuated through any submission of the underlying Notes) and your Notes are placed on the ATOP system as of the Record Date on 27 October 2025 in accordance with the procedures of the Exchange Offer, then you will be a “Record Date Tendered Creditor” and you do not need to complete and submit this Letter in order to vote on the Restructuring Plan; and

 

2.

your DTC Participant(s) has validly electronically delivered your Notes into the voluntary corporate action event established on the ATOP system for the Rights Offering, then you do not need to take any action as set out in this Letter to participate in the New Money Offering.

 

i


If a Plan Creditor has instructed their DTC Participant(s) who has placed the Plan Creditor’s Notes on the ATOP system and submitted an Agent/Attorney-in-Fact and Proxy Nominee Form, such a Plan Creditor may instruct its DTC Participant(s) to withdraw such Plan Creditor’s Notes from placement on the ATOP system prior to the Conditional Expiration Time. If such a Plan Creditor instructs its DTC Participant(s) to withdraw such Plan Creditor’s Notes from placement on the ATOP system:

 

   

prior to the Record Date, then the Plan Creditor will need to complete and submit this Letter in order to vote on the Restructuring Plan; or

 

   

on or following the Record Date, then the instruction contained in the Agent/Attorney-in-Fact and Proxy Nominee Form to the Information Agent to vote in favour of the Restructuring Plan will be deemed irrevocable in respect of such a Plan Creditor’s holdings as at the Record Date for voting purposes at the Plan Meeting. Any such Plan Creditor will be considered a Record Date Tendered Creditor and will not need to complete and submit this Letter in order to vote on the Restructuring Plan.

If you have any questions in respect of this Letter then you should contact the Information Agent appointed by the Company in respect of the Restructuring Plan and the Exchange Transactions. The contact details of the Information Agent are set out below.

If a Retail Holder has any questions or objections regarding the Restructuring Plan or the Notes Restructuring, they are encouraged to contact the Retail Advocate, without charge, by emailing [email protected].

FOR ANY ASSISTANCE WITH COMPLETING THIS LETTER, CONTACT:

Epiq Corporate Restructuring, LLC as the Information Agent of the Company

Telephone: + 1 (646) 362-6336

Email: [email protected] (with the subject line to include “Fossil”)

Plan Website: https://dm.epiq11.com/fossil


TABLE OF CONTENTS

 

Contents    Page  

KEY DATES AND EXPECTED TIMETABLE

     1  

INTRODUCTION AND INSTRUCTIONS FOR THE COMPLETION AND SUBMISSION OF THIS LETTER

     3  

SUMMARY OF THE CONTENTS OF THIS LETTER

     6  

PART 1 PLAN CREDITOR AND PLAN CONSIDERATION INFORMATION

     10  

Section A: Administrative Details

     10  

Section B: Plan Claim amount

     10  

PART 2 VOTING INSTRUCTIONS

     12  

PART 3 INFORMATION REGARDING NEW MONEY OFFERING ELECTIONS

     15  

APPENDIX 1 DTC PARTICIPANT CERTIFICATION

     17  

 

 

iii


KEY DATES AND EXPECTED TIMETABLE

 

EVENT / DEADLINE

  

TIME AND DATE

Record Date – the date on which the Plan Creditors’ entitlement to vote on the Restructuring Plan and the value of their Plan Claims are calculated from    Monday, 27 October 2025
Voting Instructions Deadline – subject to voting in person or via a proxy at the Plan Meeting itself, the latest date and time by which the Plan Creditors must submit their completed Plan Creditor Letters to the Information Agent in order to make their elections in respect of voting at the Plan Meeting    10:00 p.m. (London time) / 5:00 p.m. (New York City time) on Monday, 3 November 2025
Plan Meeting – the date of the hybrid physical and virtual meeting of Plan Creditors to vote (either in person, by way of video conference, or by proxy) on the Restructuring Plan    2:00 p.m. (London time) / 9:00 a.m. (New York City time) on Thursday, 6 November 2025
Sanction Hearing – the Court hearing to sanction the Restructuring Plan    On or around Monday, 10 November 2025
Conditional Expiration Time – the latest time by which Plan Creditors will be able to elect to participate in the New Money Offering by instructing the DTC Participant(s) holding their Notes to validly electronically deliver their Notes into the event established on the ATOP system. If a Plan Creditor validly does so, they will be automatically agreeing to pay for their portion of the New Money Offering on the Subscription Payment Deadline    10:00 p.m. (London time) / 5:00 p.m. (New York City time) on or around Monday, 10 November 2025
Plan Effective Date – the date on which the Restructuring Plan is anticipated to become effective (if sanctioned by the Court and assuming all conditions precedent are satisfied and/or waived in due course)    On or around Tuesday, 11 November 2025
Subscription Payment Deadline – the date on which payment for the New Money Offering will be automatically charged by DTC to the DTC Participant of the Plan Creditors (other than Supporting Holders) that elect to participate in the New Money Offering    On or around Tuesday, 11 November 2025
Restructuring Effective Date – the date on which the Notes Restructuring is anticipated to be implemented    On or around Thursday, 13 November 2025

The dates given are based on current expectations and may be subject to change. If any of the expected dates change, adequate notice of the change will be given to the Plan Creditors by such notice being made available on the Plan Website. Plan Creditors are encouraged to monitor the Plan Website (https://dm.epiq11.com/fossil) regularly for any updates.

You are advised to ensure that your DTC Participant(s) acts well in advance of the above deadlines in order to make sure all the necessary procedures are completed in advance of the relevant deadlines to allow your completed Letter to be submitted to the Information Agent.

 

1


If the Plan Effective Date occurs, the Restructuring Plan will become effective and binding on all Plan Creditors in accordance with its terms, regardless of whether a Plan Creditor voted in favour or against the Restructuring Plan.

If the actions outlined in Part 3 (Information regarding New Money Offering Elections) of this Letter have not been validly completed by the prescribed deadlines, you will lose the right to participate in the New Money Offering; and/or your Plan Consideration will be limited to Second-Out Notes and Warrants, which will be issued to your DTC Participant(s) via DTC on or as soon as practicable following the Restructuring Effective Date without any further actions or instructions being required from you.

 

2


INTRODUCTION AND INSTRUCTIONS FOR THE COMPLETION AND SUBMISSION OF

THIS LETTER

Introduction

Capitalised terms used in this Letter but not defined in it have the same meaning as given to them in the explanatory statement relating to the Restructuring Plan dated 16 October 2025 and as distributed to the Plan Creditors by the Company pursuant to section 901D of the Companies Act 2006. (the “Explanatory Statement”).

If you are not a Record Date Tendered Creditor, this Letter must be validly completed by you in order to vote on the Restructuring Plan.

This Letter is divided into three (3) parts as summarised in “Summary of the Contents of this Letter” below. Plan Creditors should read the “Summary of the Contents of this Letter” section carefully to ensure that they complete all relevant parts of this Letter by the relevant deadline(s).

In particular, if you are not a Record Date Tendered Creditor (that is, if your Notes are not placed on the ATOP system as of the Record Date of 27 October 2025 in accordance with the procedures of the Exchange Offer), then you must use this Letter to make your elections in respect of voting at the Plan Meeting. Failure to comply with the relevant deadlines may result in your vote not counting for the purposes of the Plan Meeting.

Before any part of this Letter is completed, Plan Creditors should read the Plan Document and the Explanatory Statement and, in particular, Appendix 2 (Instructions and guidance for Plan Creditors) to the Explanatory Statement. The Plan Document and the Explanatory Statement and all relevant associated documentation can be found on the Plan Website maintained by the Information Agent, Epiq Corporate Restructuring, LLC, at https://dm.epiq11.com/fossil, once the Plan Creditor has registered for access with the Information Agent.

Completion of this Letter

Each Plan Creditor who has not already arranged for submission of an Agent/Attorney-in-Fact and Proxy Nominee Form in accordance with the Exchange Offer must validly complete this Letter in order to vote at the Plan Meeting.

The relevant parts of this Letter must be validly completed together with any accompanying documents and evidence and must be submitted to the Information Agent as soon as possible and in any event within the deadlines set out in this Letter.

The Plan Creditor Letter should be submitted to the Information Agent by either:

 

1.

completing the online form of Plan Creditor Letter and uploading all accompanying documents on the Plan Website; or

 

2.

transmitting the completed Plan Creditor Letter in a scanned PDF with all accompanying documentation via email to the Information Agent at: [email protected] with “Fossil” referenced in the subject line,

in either case, as soon as possible and, in any event, so as to be received by no later than 10:00 p.m. (London time) / 5:00 p.m. (New York City time) on Monday, 3 November 2025 being the Voting Instructions Deadline.

Each person completing this Letter on behalf of a Plan Creditor confirms and warrants that it is a person who, in accordance with the laws of the relevant jurisdiction, is acting under the authority of the Plan Creditor, is duly authorised to complete and deliver this Letter and to give the voting instructions set out in this Letter and, if applicable, appoints the person named in this Letter to attend, speak and vote (as applicable) at the Plan Meeting.

 

3


All proxy appointments and elections made in this Letter shall, subject to verification by the Information Agent, be final and binding on and from the date of submission of this Letter to the Information Agent, with the exception of the “Indication of Voting Intention / Voting Instruction” set out in Part 2 (Voting Instructions) of this Letter.

By electing to vote for the Restructuring Plan in Part 2 (Voting Instructions) of this Letter, the Plan Creditor hereby agrees that the Company may, at the Sanction Hearing, consent on behalf of the Plan Creditor to any modification of the Plan Document, the Transaction Implementation Deed and each Restructuring Document that the Court may think fit to approve or impose for the purpose of implementing and/or consummating the Restructuring Plan.

Notwithstanding any other provisions of this Letter: (i) any representation, undertaking, or confirmation required to be delivered; (ii) any deadline for the making of any elections, the delivery of any documents, or the taking of any actions; and/or (iii) the form of any elections or documents required to be delivered, in each case under or in connection with this Letter, may be accepted in such other form, or at such other time, as agreed by the Company in its sole discretion.

What do you need to complete?

If a Plan Creditor is a Record Date Tendered Creditor because its DTC Participant(s) has validly submitted an Agent/Attorney-in-Fact and Proxy Nominee Form in accordance with the Exchange Offer prior to the Exchange Offer Expiration Time (which step is automatically effectuated through any submission of the underlying Notes as of the Record Date on 27 October 2025 in accordance with the procedures of the Exchange Offer), then such Record Date Tendered Creditor does not need to complete and submit this Letter to the Information Agent in order to vote on the Restructuring Plan.

Any Plan Creditor, that is not a Record Date Tendered Creditor, who wishes to vote on the Restructuring Plan must validly complete the relevant sections of:

 

   

Part 1 (Plan Creditor and Plan Consideration Information); and

 

   

Part 2 (Voting Instructions),

and submit their completed Letter to the Information Agent on or prior to the Voting Instructions Deadline (10:00 p.m. (London time) / 5:00 p.m. (New York City time) on Monday, 3 November 2025).

In addition, Plan Creditors whose DTC Participant(s) holding their Notes have not already validly electronically delivered their Notes into the voluntary corporate action event established on the ATOP system for the Exchange Offer, and who wish to participate in the New Money Offering must complete the actions described in Part 3 (Information regarding New Money Offering Elections) prior to the Conditional Expiration Time, that is, by 10:00 p.m. (London time) / 5:00 p.m. (New York City time) on Monday, 10 November 2025.

If a Plan Creditor, or their DTC Participant(s) fails to do so, this will result in such a Plan Creditor losing their entitlement to participate in the New Money Offering. In this case, the Plan Creditor will receive Second-Out Notes and Warrants, which will be issued to such Plan Creditor’s DTC Participant(s) via DTC on or as soon as practicable following the Restructuring Effective Date without any further actions or instructions being required from such Plan Creditor.

General

In this Letter, reference to “validly completed” means, in relation to a Letter, a Letter which, to the satisfaction of the Information Agent (acting reasonably):

 

  (a)

has had each relevant part and section thereof completed in full; and

 

  (b)

gives all required authorisations, confirmations and undertakings in the form requested therein.

 

4


In the event of any inconsistency between the summaries and explanations given in this Letter (including as regards to a Plan Creditor’s Plan Consideration (whether before or after the Restructuring Effective Date)) and the Plan Document, the Transaction Implementation Deed and the Restructuring Documents, the terms of the Plan Document, the Transaction Implementation Deed and the Restructuring Documents (as applicable) shall prevail.

The Information Agent acts in its capacity as agent of the Company only and owes no duty, whether express or implied, to any Plan Creditor.

This Letter and any non-contractual obligations arising out of or in relation to it shall be governed by, and interpreted in accordance with, English law and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Letter.

 

5


SUMMARY OF THE CONTENTS OF THIS LETTER

Part 1: Plan Creditor and Plan Consideration Information

If you are not a Record Date Tendered Creditor, you must complete this Part 1 (Plan Creditor and Plan Consideration Information) in accordance with the instructions below.

Part 1 (Plan Creditor and Plan Consideration Information) must be validly completed by all Plan Creditors (excluding Record Date Tendered Creditors) in order to vote at the Plan Meeting.

Part 1 (Plan Creditor and Plan Consideration Information) is divided into the following sections and should be completed as follows:

 

Sections

  

To be completed by

  

Deadline

Section A (Administrative Details)    All Plan Creditors who wish to vote on the Restructuring Plan (excluding Record Date Tendered Creditors)    Voting Instructions Deadline (10:00 p.m. (London time) / 5:00 p.m. (New York City time) on Monday, 3 November 2025)

 

Section B (Plan Claim amount)

 

Section C (DTC Participant Certification)

If Part 1 (Plan Creditor and Plan Consideration Information) is not validly completed by a Plan Creditor by the prescribed deadlines, such a Plan Creditor may not be able to vote at the Plan Meeting.

 

6


Part 2: Voting Instructions

If you are not a Record Date Tendered Creditor, you must complete this Part 2 (Voting Instructions) in accordance with the instructions below.

Part 2 (Voting Instructions) of this Letter must be validly completed by a Plan Creditor (excluding Record Date Tendered Creditors) if it wishes to vote on the Restructuring Plan.

Part 2 (Voting Instructions) is divided into the following sections and should be completed as follows:

 

Sections

  

To be completed by

  

Deadline

Section A (Attendance at the Plan Meeting)    All Plan Creditors (excluding Record Date Tendered Creditors)    Voting Instructions Deadline (10:00 p.m. (London time) / 5:00 p.m. (New York City time) on Monday, 3 November 2025)

 

Section B (Indication of Voting Intention/Voting Instruction)

Failure to comply with the relevant deadline may result in such Plan Creditor’s vote not counting for the purposes of the Plan Meeting.

In order for a Plan Creditor to vote at the Plan Meeting, the Plan Creditor must:

 

  (a)

be a Record Date Tendered Creditor;

 

  (b)

(physically or remotely) attend the Plan Meeting and vote itself or, if a corporate entity, by an authorised representative (with appropriate documentation as provided in the Explanatory Statement and this Plan Creditor Letter);

 

  (c)

have submitted their completed and signed Plan Creditor Letter (including the DTC Participant Certification in Section C (DTC Participant Certification) of Part 1 (Plan Creditor and Plan Consideration Information)) to the Information Agent either by:

 

  (i)

submission through the Plan Website: https://dm.epiq11.com/fossil; or

 

  (ii)

email to [email protected] (with “Fossil” referenced in the subject line),

as soon as possible and in any event to be received by no later than 10:00 p.m. (London time) / 5:00 p.m. (New York City time) on 3 November 2025 being the date that is three (3) Business Days prior to the Plan Meeting; or

 

  (d)

arrange for a hard copy form of their completed and signed Plan Creditor Letter (with appropriate documentation as provided in the Explanatory Statement and this Plan Creditor Letter) to be delivered by hand to the Chairperson at the Plan Meeting, appointing either the Chairperson or another person to attend the Plan Meeting and vote as proxy on the Plan Creditor’s behalf.

Plan Creditors may vote in person physically or via video conference at the Plan Meeting or they may appoint another person, whether a Plan Creditor or not, as their proxy to attend and vote in their place.

 

7


Where a Plan Creditor or its proxy (apart from the Chairperson) intends to attend the Plan Meeting in person or via video conference, at the registration of the Plan Meeting, they are required to provide (or, where attending via video conference, hold up to the camera):

 

  (a)

natural persons: an Identification Document as proof of personal identity. The passport or identification details contained in the Identification Document must match the details provided by the Plan Creditor in Part 2 (Voting Instructions) of this Letter;

 

  (b)

corporate persons: evidence of the relevant representative’s or individual proxy’s authority (as applicable) to attend the Plan Meeting on behalf of the Plan Creditor (for example, a valid power of attorney and/or board resolutions); and

 

  (c)

a validly completed Letter.

Registration for the Plan Meeting will commence at 1:30 p.m. (London time) / 8:30 a.m. (New York City time) on Thursday, 6 November 2025 (being 30 minutes before the anticipated time of the Plan Meeting). The anticipated start time of the Plan Meeting is set out in the Notice of Plan Meeting, which is Appendix 3 (Form of Notice of Plan Meeting) to the Explanatory Statement and is available on the Plan Website at https://dm.epiq11.com/fossil.

Plan Creditors that are corporate persons are required to submit evidence of the relevant representative’s or individual proxy’s (other than the Chairperson) authority (as applicable) to attend (either in person or by way of video conference) the Plan Meeting on behalf of the Plan Creditor (for example, a valid power of attorney and/or board resolutions) to the Information Agent when submitting their Letter.

If:

 

  (a)

the applicable sections of the Letter are not validly completed and submitted by the prescribed deadline;

 

  (b)

appropriate evidence of corporate authority is not produced for proxies (other than the Chairperson) or representatives attending on behalf of a Plan Creditor; and

 

  (c)

such proxies or representatives do not provide Identification Documents during registration for the Plan Meeting,

that proxy shall only be permitted to attend and vote at the Plan Meeting at the discretion of the Chairperson.

 

8


Part 3: Information regarding New Money Offering Elections

If you wish to participate in the New Money Offering, you must complete the actions described in Part 3 (Information regarding New Money Offering Elections) in accordance with the instructions below.

All Plan Creditors are eligible to participate in the New Money Offering. Plan Creditors who participate in the New Money Offering will receive their allocation of First-Out Notes and Common Stock in addition to the Warrants via DTC on or as soon as practicable following the Restructuring Effective Date.

To participate in the New Money Offering, Plan Creditors must instruct the DTC Participant(s) holding their Notes to validly electronically deliver such Notes into the voluntary corporate action event established on the ATOP system for the Rights Offering (or the Private Exchange, as applicable) prior to the Conditional Expiration Time, that is, by 10:00 p.m. (London time) / 5:00 p.m. (New York City time) on Monday, 10 November 2025.

Failure by a Plan Creditor, or their DTC Participant(s), to take this action prior to the Conditional Expiration Time (10:00 p.m. (London time) / 5:00 p.m. (New York City time) on Monday, 10 November 2025) may result in the relevant Plan Creditor:

 

(a)

not being entitled to participate in the New Money Offering;

 

(b)

not being entitled to receive First-Out Notes or Common Stock; and

 

(c)

receiving Second-Out Notes and Warrants as its Plan Consideration which will be issued to such Plan Creditor’s DTC Participant(s) via DTC on or as soon as practicable following the Restructuring Effective Date without any further actions or instructions being required from such a Plan Creditor.

FOR ANY ASSISTANCE WITH COMPLETING THIS LETTER, CONTACT:

Epiq Corporate Restructuring, LLC as the Information Agent of the Company

Telephone: + 1 (646) 362-6336

Email: [email protected] (with the subject line to include “Fossil”)

Plan Website: https://dm.epiq11.com/fossil

 

9


PART 1

PLAN CREDITOR AND PLAN CONSIDERATION INFORMATION

IF YOU ARE NOT A RECORD DATE TENDERED CREDITOR, YOU MUST VALIDLY COMPLETE AND SUBMIT THIS LETTER TO THE INFORMATION AGENT.

THIS SECTION OF THE LETTER MUST BE VALIDLY COMPLETED BY ALL PLAN CREDITORS (EXCLUDING RECORD DATE TENDERED CREDITORS) WHO WISH TO VOTE AT THE PLAN MEETING.

Each of SECTION A, SECTION B and SECTION C must be validly completed by all Plan Creditors (excluding Record Date Tendered Creditors) in order to vote at the Plan Meeting.

If the relevant sections of this Part 1 are not validly completed by Plan Creditors by the Voting Instructions Deadline (10:00 p.m. (London time) / 5:00 p.m. (New York City time) on Monday, 3 November 2025), they may not be able to vote at the Plan Meeting.

Section A: Administrative Details

Full name of Plan Creditor:

 

……………………………………………………………………………………………………

Telephone number (with country code):

 

……………………………………………………………………………………………………

E-mail address:

 

……………………………………………………………………………………………………

Principal contact person:

 

……………………………………………………………………………………………………

Jurisdiction of Plan Creditor

 

……………………………………………………………………………………………………

Section B: Plan Claim amount

All Plan Creditors (excluding Record Date Tendered Creditors) must, by no later than the prescribed deadline, complete this Part 1, Section B by indicating below the value of its Plan Claims in respect of the Company as at the Record Date.

Plan Claim amount in respect of the Company (complete if you are a Plan Creditor):

 

Notes, CUSIP and ISIN

   Number of Notes held in
DTC as at the Record
Date
   Aggregate principal amount of
Notes held in DTC as at the Record
Date (Number of Notes multiplied
by $25)

7.00% senior unsecured notes due 2026 (CUSIP 34988V304, ISIN US34988V3042) Six million in Number and US $150 million in principal amount

               

 

10


The information provided in this Section B by a Plan Creditor will be used for the purposes of voting at the Plan Meeting with its Plan Claims valued as at the Record Date, subject to the details provided in Appendix 1 (DTC Participant Certification) by the DTC Participant.

The Chairperson may reject a Plan Claim in whole or in part if they consider that the information provided does not accurately reflect that Plan Creditor’s holdings as verified by the DTC Participant Certification contained at Section C below. If the Plan Claim is disputed, the Chairperson will admit the lower of the disputed values of the Plan Claim for the purposes of voting at the Plan Meeting.

If a Plan Creditor (who is not a Record Date Tendered Creditor) wishes for its record of its Plan Claim amount(s) to be taken into consideration for voting purposes, it must validly complete this Section B and submit its completed Letter to the Information Agent by no later than the Voting Instructions Deadline (10:00 p.m. (London time) / 5:00 p.m. (New York City time) on Monday, 3 November 2025).

Plan Creditors are advised that the information provided in this Section B shall NOT be used for the purposes of determining and delivering Plan Creditors’ Plan Consideration.

Plan Creditors should consult the applicable Restructuring Document(s) for more detailed instructions and requirements for the purposes of determining and delivering their Plan Consideration.

Section C: DTC Participant Certification

To vote at the Plan Meeting, the Plan Creditor named in Part 1 (Plan Creditor and Plan Consideration Information) of this Letter must deliver a DTC Participant Certification executed by its DTC Participant to the Information Agent in the form set out in Appendix 1 (DTC Participant Certification) to this Letter by either:

 

1.

uploading it to the Plan Website in connection with the completion and submission of the online form of this Letter on the Plan Website; or

 

2.

transmitting the validly completed Plan Creditor Letter (including the DTC Participant Certification) in a scanned PDF via email to the Information Agent at: [email protected] with “Fossil” referenced in the subject line,

by no later than the Voting Instruction Deadline (10:00 p.m. (London time) / 5:00 p.m. (New York City time) on Monday, 3 November 2025).

The DTC Participant Certification contained at Appendix 1 (DTC Participant Certification) to this Letter is available for download from the Plan Website at https://dm.epiq11.com/fossil.

Failure by a Plan Creditor to include a valid DTC Participant Certification executed by a DTC Participant with this Letter by the applicable deadline will invalidate this Letter and the relevant Plan Creditor may not be entitled to vote at the Plan Meeting. In such circumstances, the ability of such a Plan Creditor to vote at the Plan Meeting will be subject to the discretion of the Chairperson.

PLEASE REACH OUT TO THE INFORMATION AGENT AS SOON AS POSSIBLE IF YOU MISS THE DEADLINE FOR DELIVERY OF THE DTC PARTICIPANT CERTIFICATION.

 

11


PART 2

VOTING INSTRUCTIONS

IF YOU ARE NOT A RECORD DATE TENDERED CREDITOR, YOU MUST VALIDLY COMPLETE AND SUBMIT THIS LETTER TO THE INFORMATION AGENT.

THIS SECTION OF THE LETTER MUST BE VALIDLY COMPLETED BY ALL PLAN CREDITORS (EXCLUDING RECORD DATE TENDERED CREDITORS) WHO WISH TO VOTE AT THE PLAN MEETING.

Failure to validly complete and submit this Part 2 by the Voting Instruction Deadline (10:00 p.m. (London time) / 5:00 p.m. (New York City time) on Monday, 3 November 2025) (along with the relevant sections of Part 1 (Plan Creditor and Plan Consideration Information) of this Letter by the relevant deadlines set out therein) and/or a failure to provide all relevant supporting information may result in such Plan Creditor’s vote not counting for the purposes of the Plan Meeting.

PLEASE REACH OUT TO THE INFORMATION AGENT AS SOON AS POSSIBLE AHEAD OF THE PLAN MEETING IF YOU MISS THE VOTING INSTRUCTIONS DEADLINE BUT WISH TO VOTE ON THE RESTRUCTURING PLAN.

YOU MUST ONLY MAKE ONE (1) ELCTION IN SECTION A BELOW.

Section A: Attendance at the Plan Meeting

The Plan Creditor identified in Section A (Administrative Details) of Part 1 (Plan Creditor and Plan Consideration Information) of this Letter wishes to:

 

  A.

Appoint the Chairperson of the Plan Meeting as its proxy to attend and vote on its behalf;

OR

 

  B.

Appoint the following individual (being a person other than the Chairperson) to attend as its proxy and vote on its behalf; or

 

Name: _______________________________
Email: _______________________________

Passport (or government issued photographic identification) country and identification number:

_______________________________     _______________________________

       Identification Country of Issuance         Number/ Identification Number

OR

 

  C.

Attend and vote in person at the Plan Meeting (if a corporate person, by the below-named individual as its representative):

 

Name: _______________________________
Email: _______________________________

Passport (or government issued photographic identification) country and identification number:

_______________________________    _______________________________

Identification Country of Issuance     Number/ Identification Number

 

12


Notes:

If the Plan Creditor is a corporate person, please enclose evidence of the authority granted to the above-named individual as proxy or representative (for example, a valid power of attorney or board resolutions) when submitting this Letter.

In order to attend the Plan Meeting (physically or via video conference), an attendee may be asked to produce at the registration of the Plan Meeting:

 

  (a)

a duplicate copy of the completed Letter for each Plan Creditor they represent;

 

  (b)

a passport (or government issued photographic identification), matching the details above, as proof of identity; and

 

  (c)

where they are representing a corporate person, evidence of the relevant representative’s or individual proxy’s authority (as applicable) to attend the Plan Meeting on behalf of the Plan Creditor (for example, a valid power of attorney and/or board resolutions).

In order to attend the Plan Meeting via video conference, an attendee will need to have been granted access details to the video conference platform by the Information Agent, following submission of the required evidence explained above by the Voting Instructions Deadline (being 10 p.m. (London time) / 5:00 p.m. (New York City time) on Monday, 3 November 2025). Such attendee may be required to prove their identity on the video conference platform during the registration period in the 30 minutes before the scheduled time of the Plan Meeting.

In order to attend the Plan Meeting physically, an attendee should identify themselves at the registration desk at the office of Weil, Gotshal & Manges LLP at 110 Fetter Lane, London EC4A 1AY, United Kingdom, no later than 30 minutes before the scheduled time of the Plan Meeting.

If a Record Date Tendered Creditor wishes to attend the Plan Meeting (physically or via video conference), they should notify the Information Agent as soon as possible and in any event by the Voting Instructions Deadline (being 10 p.m. (London time) / 5:00 p.m. (New York City time) on Monday, 3 November 2025). Such Record Date Tendered Creditors will:

 

  (a)

need to request the Voluntary Offer Instruction Number from their DTC Participant(s) which corresponds to the submission of their Notes on the ATOP system and the submission of the Agent/Attorney-in-Fact and Proxy Nominee Form by their DTC Participant(s), and provide the Voluntary Offer Instruction Number to the Information Agent and the Chairperson; and

 

  (b)

may be requested to provide such identification document and evidence of the authority as requested by the Information Agent or the Chairperson,

in each case, during the registration period in the 30 minutes before the scheduled time of the Plan Meeting.

Section B: Indication of Voting Intention/Voting Instruction

The Plan Creditor identified in Section A (Administrative Details) of Part 1 (Plan Creditor and Plan Consideration Information) of this Letter intends to vote, or hereby instructs its proxy to vote, in accordance with the below election at the Plan Meeting by ticking in the relevant box FOR or AGAINST.

You must make only ONE election on whether you vote FOR or AGAINST in respect of the Plan Meeting and your voting selection will be deemed to have been made in respect of all of your Plan Claims for the Plan Meeting.

 

13


Vote FOR the Restructuring Plan (subject to, any modification, addition or condition approved or imposed by the Court)

Vote AGAINST the Restructuring Plan

By signing this Part 2, Section B and voting for the Restructuring Plan (or having its proxy do so), the Plan Creditor identified in Section A (Administrative Details) of Part 1 (Plan Creditor and Plan Consideration Information) of this Letter:

 

  1.

agrees that the Company may, at the Sanction Hearing, consent on behalf of the Plan Creditor to any modification of the Plan Document, the Transaction Implementation Deed and each Restructuring Document (as defined in the Restructuring Plan) that the Court may think fit to approve or impose for the purpose of implementing and/or consummating the Restructuring Plan; and

 

  2.

instructs the Company, to sign the Restructuring Documents (as defined in the Restructuring Plan) and such agreements, documents or other instruments to effect the Notes Restructuring that the Company requests.

Executed by the Plan Creditor or an authorised representative for and on behalf of the Plan Creditor identified in Part 1, Section A of this Letter:

 

Name: _________________________________
Signature: ______________________________
Date: __________________________________

 

14


PART 3

INFORMATION REGARDING NEW MONEY OFFERING ELECTIONS

Participation in the New Money Offering Election may only be effectuated through the separate process described below, and not through this Letter.

However, the actions described in this Part 3 (Information Regarding New Money Offering Elections) must be validly completed by Plan Creditors who wish to participate in the New Money Offering in accordance with the instructions below.

All Plan Creditors are eligible to participate in the New Money Offering. Plan Creditors who participate in the New Money Offering will receive their allocation of First-Out Notes and Common Stock in addition to the Warrants via DTC on or as soon as practicable following the Restructuring Effective Date.

To participate in the New Money Offering, Plan Creditors must instruct the DTC Participant(s) holding their Notes to validly electronically deliver such Notes into the voluntary corporate action event established on the ATOP system for the Rights Offering (or Private Exchange, as applicable) by the Conditional Expiration Time, that is, by 10:00 p.m. (London time) / 5:00 p.m. (New York City time) on Monday, 10 November 2025.

Failure to take this action by the Plan Creditor, or their DTC Participant(s), by the Conditional Expiration Time (10:00 p.m. (London time) / 5:00 p.m. (New York City time) on Monday, 10 November 2025) will result in the relevant Plan Creditor:

 

(a)

not being entitled to participate in the New Money Offering;

 

(b)

not being entitled to receive First-Out Notes or Common Stock; and

 

(c)

receiving Second-Out Notes and Warrants as its Plan Consideration which will be issued to the Plan Creditor’s DTC Participant(s) via DTC on or as soon as practicable following the Restructuring Effective Date without any further actions or instructions being required from the relevant Plan Creditor.

Plan Creditors should consult the Explanatory Statement and the TSA (as applicable) for further detail in relation to the New Money Offering. The TSA is available for review by Plan Creditors at Exhibit 10.1 of the Form 8-K filed by FGI on 13 August 2025 on the SEC website (www.sec.gov). The Explanatory Statement is also available for review on the SEC website (www.sec.gov).

As part of the launch of the Exchange Transactions on 9 September 2025, FGI initiated a voluntary corporate action event on the ATOP system in respect of the Exchange Offer and the Rights Offering.

In order to participate in the New Money Offering, Plan Creditors must instruct the DTC Participant(s) holding their Notes to validly electronically deliver such Notes into the voluntary corporate action event established on the ATOP system for the Rights Offering. If a Plan Creditor (other than a Supporting Holder) instructs their DTC Participant(s) to select an option on the ATOP system that includes the exercise of subscription rights for First-Out Notes, then the Plan Creditor will be automatically agreeing to pay for such First-Out Notes to be issued on or as soon as practicable following the Restructuring Effective Date as part of the New Money Offering. Failure by the Plan Creditor, or their DTC Participant(s), to validly complete the above by 10:00 p.m. (London time) / 5:00 p.m. (New York City time) on Monday, 10 November being the Conditional Expiration Time will result in the Plan Creditor losing its entitlement to participate in the New Money Offering. In this case, the Plan Creditor’s Plan Consideration will comprise Second-Out Notes and Warrants (not First-Out Notes or Common Stock) which will be issued to the Plan Creditor’s DTC Participant(s) via DTC on or as soon as practicable following the Restructuring Effective Date without any further actions or instructions being required from such a Plan Creditor.

 

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Payment of the applicable aggregate subscription price for the New Money Offering with respect to any Plan Creditor that is not a Supporting Holder will be automatically charged by DTC on the Subscription Payment Deadline on Tuesday, 11 November 2025 to the DTC Participant that tendered such Plan Creditors’ Notes on the ATOP system.

If there are insufficient funds in the account of a Plan Creditor’s DTC Participant(s), such that a Plan Creditor fails to fund its allocation of the New Money Offering, such a Plan Creditor will instead have their Plan Consideration limited to Second-Out Notes and Warrants which will be issued to such Plan Creditor’s DTC Participants via DTC on or as soon as practicable following the Restructuring Effective Date without any further actions or instructions being required from such a Plan Creditor.

 

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Appendix 1

DTC Participant Certification

 

From:

The DTC Participant specified below (the “DTC Participant”, “we” and “us”)

 

To:

Fossil (UK) Global Services Ltd (the “Company”)

Epiq Corporate Restructuring, LLC (the “Information Agent”)

 

Copy:

[insert Plan Creditor name] (the “Plan Creditor”)

[insert date] 2025

 

1

We refer to:

 

  (a)

the explanatory statement dated 16 October 2025 and issued pursuant to section 901D of the Companies Act 2006 in connection with the Restructuring Plan under Part 26A of the Companies Act 2006 proposed by the Company (the “Explanatory Statement”); and

 

  (b)

the form of the Plan Creditor Letter as set out in Appendix 1 (Form of Plan Creditor Letter) to the Explanatory Statement.

 

2

Terms not otherwise defined in this letter shall have the meaning given to them in the Explanatory Statement.

 

3

This letter is a DTC Participant Certification and is being provided in connection with the submission of a Plan Creditor Letter in accordance with its terms by the Plan Creditor and in respect of the Notes held by the DTC Participant on behalf of the Plan Creditor as specified below as of the Record Date on 27 October 2025:

 

Notes, CUSIP and ISIN

  

Number of Notes

held in DTC as at

the Record Date

  

Aggregate principal amount

of Notes held in DTC as at the

Record Date (Number of

Notes multiplied by $25)

  

DTC Participant

Name

7.00% senior unsecured notes due 2026 (CUSIP 34988V304, ISIN US34988V3042) Six million in Number and US $150 million in principal amount         
  

 

  

 

  

 

 

4

By signing, and affixing a DTC medallion stamp to (or otherwise executing in accordance with the directions below) this letter, we hereby acknowledge and confirm that, as of the Record Date, that the DTC Participant shown below holds the Notes in the amount set out in the table at paragraph 3 above on behalf of the Plan Creditor (the “Record Date Notes”):

 

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Authorised Signature of DTC Participant: ________________________________________

Name of Signatory: __________________________________________________________

Name of DTC Participant: _____________________________________________________

DTC Participant Number: ______________________________________________________

Telephone Number with Area Code: ______________________________________________

Email Address: _______________________________________________________________

Date: __________________________________

MEDALLION GUARANTEE:

(In lieu of providing a medallion stamp, a DTC Participant may provide a notarized signature above and attach a list of authorized signatories on the letterhead of the DTC Participant.)

 

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