tm2530810-4_424b5 - none

424B5 1 tm2530810-4_424b5.htm 424B5 tm2530810-4_424b5 - none - 5.4743137s

Filed Pursuant to Rule 424(b)(5)

Reg. No. 333-291513

PROSPECTUS SUPPLEMENT
(To Prospectus dated December 31, 2025)

Up to $50,000,000

Common Stock

We have entered into an Equity Distribution Agreement (the “sales agreement”) with Maxim Group LLC (“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 offer and sell shares of our common stock having an aggregate offering price of up to $50,000,000 from time to time 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 to be “at the market” offerings as defined in Rule 415 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 Nasdaq Stock Market LLC (“Nasdaq”), the existing trading market for our common stock, sales made to or through a market maker other than on an exchange or otherwise, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method permitted by law, including in privately negotiated transactions. Maxim will use its commercially reasonable efforts to sell on our behalf all the shares of common stock requested to be sold by us, consistent with its normal trading and sales practices, on mutually agreed terms between Maxim and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. We provide more information about how the shares of common stock will be sold in the section entitled “Plan of Distribution.”

Maxim will be entitled to compensation at a fixed commission rate of 2.0% of the gross proceeds of each sale of shares of our common stock. See “Plan of Distribution” beginning on page S-12 of this prospectus supplement for additional information regarding the compensation to be paid to Maxim. In connection 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 to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to 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 November 12, 2025, the closing price of our common stock as reported by Nasdaq was $2.31 per share.

As of November 12, 2025, the aggregate market value of our outstanding common stock held by non-affiliates was approximately $122.5 million, which we calculated based on 54,640,589 shares of outstanding common stock as of November 12, 2025, of which 53,032,641 shares were held by non-affiliates, and a price per share of $2.31, which was the closing price of our common stock on November 12, 2025.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-5 of this prospectus supplement and under similar headings in the documents incorporated by reference into this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Maxim Group LLC

The date of this prospectus supplement is January 14, 2026.

	Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-1
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS		S-2
PROSPECTUS SUPPLEMENT SUMMARY		S-3
THE OFFERING		S-4
RISK FACTORS		S-5
USE OF PROCEEDS		S-7
DESCRIPTION OF CAPITAL STOCK		S-8
DILUTION		S-11
PLAN OF DISTRIBUTION		S-12
LEGAL MATTERS		S-14
EXPERTS		S-14
WHERE YOU CAN FIND MORE INFORMATION		S-14
INFORMATION INCORPORATED BY REFERENCE		S-14

	ABOUT THIS PROSPECTUS					1
	WHERE YOU CAN FIND MORE INFORMATION					1
	CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS					2
	FOSSIL GROUP, INC.					3
	RISK FACTORS					3
	USE OF PROCEEDS					3
	DESCRIPTION OF DEBT SECURITIES					4
	DESCRIPTION OF CAPITAL STOCK					17
	DESCRIPTION OF DEPOSITARY SHARES					19
	DESCRIPTION OF WARRANTS					20
	DESCRIPTION OF UNITS					21
	PLAN OF DISTRIBUTION					22
	LEGAL MATTERS					24
	EXPERTS					24

Assumed public offering price per share for this offering	$	2.31
Historical net tangible book value per share as of October 4, 2025	$	1.60
Increase in net tangible book value per share attributable to new investors purchasing shares in this offering	$	0.19
As adjusted net tangible book value per share as of October 4, 2025, after giving effect to this offering	$	1.79
Dilution per share to new investors purchasing shares in this offering	$	0.52

SEC Form 424B5 filed by Fossil Group Inc.