Is FOSL diluting shareholders?

Read three numbers together: shares outstanding over time (59.1M as of 2026-05-08), warrants that can convert into new shares, and how much cash runway remains (~16.868024249961138 months). A company short on cash with live registrations is structurally likely to issue shares.

Where do these numbers come from?

SEC EDGAR only: the XBRL company-facts API for shares, warrants and cash, and filing metadata for registrations and pricings. Every figure shows its source form, and nothing here is estimated by us beyond the arithmetic stated next to it.

Why might a warrant tranche be missing from the table?

The tranche table is built from the dimensions the company tagged in its own 10-Q or 10-K XBRL. A tranche the filer chose not to dimension does not appear, and its absence proves nothing: the exhibits remain the ground truth. Everything shown carries the filing it came from.

Dilution profile // every instrument, one screen, from SEC filings

Fossil Group, Inc. (FOSL)

CIK 883569 · all EDGAR filings →

Overall dilution risk

HIGHworst of 3 computed signals (offering ability)

= the worst band among the computed sub-ratings, no hidden weighting

not every sub-rating was computable; treat as a floor

Offering ability

HIGH$172M registered

= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)

registered capacity, not remaining: amounts already taken down are not subtracted yet

Overhead supply

NOT COMPUTEDno warrant count tagged in XBRL

= warrant shares outstanding divided by current shares outstanding

absence of a tag is not proof of absence of warrants

Historical dilution

LOW+13% O/S in 3y

= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative

a reverse-split-sized cliff is in this window; read the chart

Cash need

MEDIUM~16.9 months of runway

= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

Latest: 59.1M shares as of May 8, 2026 (10-Q). Share count fell from 52928.90B to 52.9M between Apr 24, 2024 and May 1, 2024, a pattern consistent with a reverse split (roughly 1-for-999918); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Funded — but tight

~17 months of cash · watch

Full breakdown: cash runway tool · source filing →

Warrants

Tranche	Warrants	Exercise price	Term	Notes
Exchange Warrants	2.5M	$0.01	—	—

Tranches exactly as the company dimensioned them in its 10-Q filed May 14, 2026 →. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

No warrant figures tagged in this filer’s XBRL facts. That means the company has not reported them in structured form; it does not prove no warrants exist. The exhibits are the ground truth.

Convertible notes

No convertible-note facts tagged in the 10-Q filed May 14, 2026. If convertible notes exist, their terms live in exhibit prose for this filer and are not parsed; absence of a tag is not proof of absence. The exhibits are the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding	59.1M	May 8, 2026
+ Exchange Warrants (if exercised)	2.5M	Apr 4, 2026
Fully diluted estimate	61.6M	+4.2% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $172.0Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Nov 13, 2025$150.0M registeredfiling →

S-3Sep 9, 2025$22.0M registeredfiling →

Last 12 months: 6 executed · 3 registered.

EXECUTEDJan 14, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →

EFFECTIVEDec 31, 2025SEC declared a registration effective — selling can beginEFFECT →

REGISTEREDNov 13, 2025S-3 registration — capacity to sell shares, not a sale yetS-3 →

EXECUTEDNov 13, 2025Unregistered share sale disclosed (8-K item 3.02)8-K →

MARKETINGNov 10, 2025Free-writing prospectus — offering being marketedFWP →

MARKETINGNov 6, 2025Free-writing prospectus — offering being marketedFWP →

MARKETINGNov 4, 2025Free-writing prospectus — offering being marketedFWP →

MARKETINGOct 30, 2025Free-writing prospectus — offering being marketedFWP →

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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