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

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
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

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