福斯尔 2025年度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF1934For the Fiscal Year Ended January 3, 2026OR☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGEACTOF1934For the transition period fromto Commission File Number001-41040 Registrant's telephone number, including area code:(972)234-2525 Securities registered pursuant to Section12(b) of the Act: Title of each classTicker SymbolName of each exchange on which registeredCommon Stock, $0.01 par valueFOSLThe Nasdaq Stock Market LLC Securities registered pursuant to Section12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of theAct.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and(2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reportingcompany" and "emerging growth company" in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of common stock, $0.01 par value per share, held by non-affiliates of the registrant, based on the lastsale price of the common stock as reported by the NASDAQ Global Select Market on July 3, 2025 was $86.8 million. For purposes of thiscomputation, all officers, directors and 10% non-passive beneficial owners of the registrant are deemed to be affiliates. Such determinationshould not be deemed an admission that such officers, directors or 10% non-passive beneficial owners are, in fact, affiliates of the registrant. As of March6, 2026, 58,355,464 shares of common stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's proxy statement to be furnished to shareholders in connection with its 2026 Annual Meeting ofStockholders are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K. FOSSIL GROUP, INC.FORM 10-KFOR THE FISCAL YEAR ENDED JANUARY3, 2026INDEX PagePART IItem1.Business1Item1A.Risk Factors13Item1B.Unresolved Staff Comments31Item 1C.Cybersecurity31Item2.Properties32Item3.Legal Proceedings32Item4.Mine Safety Disclosures32PART IIItem5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities33Item6.[Reserved]33Item7.Management's Discussion and Analysis of Financial Condition and Results of Operations34Item 7A.Quantitative and Qualitative Disclosures about Market Risk48Item8.Consolidated Financial Statements and Supplementary Data49Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure90Item9A.Controls and Procedures90Item9B.Other Information92Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections92PART IIIItem10.Directors, Executive Officers and Corporate Governance92Item11.Executive Compensation92