GIII 10-K & 10-Q changes, risk factors and insider trading

The failure to maintain or renew our material license agreements could cause us to lose significant revenues and have a material adverse effect on our results of operations.

Our ten largest customers, all of which are department stores or off price accounts, accounted for approximately 69.6%67.6% of our net sales in fiscal 2025,2026, with the Macy’s Inc. group (which includes sales to Macy’s and Bloomingdale’s store chains) accounting for approximately 18.0%20.6% of our net sales in fiscal 2025.2026. TJX Companies accounted for approximately 13.2%11.4% of our net sales in fiscal 2025.2026. In addition, sales to Ross Stores accounted for an aggregate of 12.6%11.0% of our net sales in fiscal 2025.2026. We expect that these customers will continue to provide a significant percentage of our sales. Reductions in purchases by these customers or other large retailers could adversely affect our sales.

Our retail stores are heavily dependent on the ability and desire of consumers to travel and shop. A reduction in the volume of outlet mall traffic or the closing of outlet malls could adversely affect our retail sales.

Our future success depends on Morris Goldfarb, our Chairman and Chief Executive Officer, and other key personnel. The loss of the services of Mr. Goldfarb and any negative market or industry perception arising from the loss of his services could have a material adverse effect on us and the market price of our common stock. Our other executive officers have substantial experience and expertise in our business and have made significant contributions to our success. The unexpected loss of services of one or more of these individuals or the inability to attract key personnel could also adversely affect us.

Retail sales of apparel have traditionally been seasonal in nature. Historically, our wholesale business has been dependent on our sales during the third and fourth quarters due to the anticipation of the holiday shopping season for our retail customers. Net sales during the third and fourth quarters accounted for approximately 61%60% of our net sales in fiscal 2025. We are highly dependent on our results of operations during the second half of our fiscal year.2026. Any difficulties we may encounter during thisthe periodsecond half of the year as a result of weather or disruption of manufacturing or transportation of our products will have a magnified effect on our results of operations for the year. In addition, because of the large amount of outerwear we sell at both wholesale and retail, unusually warm weather conditions during the peak fall and winter outerwear selling season, including as a result of any change in historical climate patterns, could have a material adverse effect on our results of operations. Our quarterly results of operations for our retail business also may fluctuate based upon such factors as the timing of certain holiday seasons, the number and timing of new store openings, the acceptability of seasonal merchandise offerings, the timing and level of markdowns, store closings and remodels, competitive factors, weather and general economic conditions. The second half of our fiscal year is expected to continue to have a disproportionate effect on our annual results of operations for the foreseeable future.

InThe fiscalglobal 2024,supply chain continues to be negatively impacted by various factors, including the Panamaongoing Canal experienced severe drought conditions which forced the canal to reduce the number of vessels transiting through it on a daily basis by approximately one-third. In addition, conflictsdisruptions in the Middle East haveand causedthe reciprocal tariffs imposed across all countries. The latest developments as it relates to Iran has added further uncertainty to our supply chain operations. Conflicts in the Middle East continue to cause major disruptions to global supply chains by impacting critical shipping routes through the Suez Canal and Red Sea for cargo, adding time and cost to shipments. TransitThe timesescalation haveof increasedthese toconflicts destinationsas ona the East Coastresult of the Unitedlatest Statesdevelopments andin Europe, whichIran may resultfurther innegatively increasedimpact transportationthe timely receipt of inventory as well as increase our shipping costs.

Inflationary pressures have impacted the entire economy, including our industry. We have experienced increased costs in many aspects of our business, including our product costs and freight. Beginning in fiscal 2023, weWe have implemented price increases on many of our products in an effort to mitigate the effect of higher costs. In recent years, the historic high rates of inflation, including increased fuel and food prices, have led to a softening of consumer demand and increased promotional activity in our categories. Continued high rates of inflation, including as a result of tariffs, in the future could result in a reduction of consumer demand and increased promotional activity, as well as increases in our operating costs.

The Federal Reserve increased interest rates several times in fiscal 2024 in response to concerns about inflation,inflation. andThough beganthe toFederal decreaseReserve decreased interest rates in both fiscal 2025.2025 Itand fiscal 2026, it is unclear whether the Federal Reserve will reduce, increase or maintain the current rates in the future. We cannot predict the future level of interest rates or the effect of interest rates on the availability or aggregate cost of our borrowings. Higher interest rates may increase the cost of our borrowing under our revolving credit facility, may increase economic uncertainty and may negatively affect consumer spending. Volatility in interest rates may adversely affect our business or our customers. If the equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms, or at all. We cannot be certain that any additional required financing, whether debt or equity, will be available in amounts needed or on terms acceptable to us, if at all.

The apparel business is highly competitive. We have numerous competitors with respect to the sale of apparel, footwear and accessories, including digital websites, distributors that import products from abroad and domestic retailers with established foreign manufacturing capabilities. Many of our competitors have greater financial and marketing resources and greater manufacturing capacity than we do. The general availability of contract manufacturing capacity also allows ease of access by new market entrants. The competitive nature of the apparel industry may result in lower prices for our products and decreased gross profit margins, either of which may materially adversely affect our sales and profitability. Sales of our products are affected by a number of competitive factors including style, price, quality, brand recognition and reputation, product appeal and general fashion trends. In addition, we compete with other companies in the apparel industry on the basis of investments in technology and adapting to changes in technology, including the successful use of data analytics.analytics and artificial intelligence.

We sell our products to major department, mass merchant and specialty store chains. Continued consolidation in the retail industry, as well as store closing or retailers ceasing to do business, could negatively impact our business. Various customers of ours, including Macy’s and Kohl’s,Macy’s, have reduced their store footprintfootprint. andMacy’s othersplans to close a total of 150 underperforming stores through 2028. Others have filed for bankruptcy in recent years, including Hudson’s Bay Company, which liquidated in 2025 and the recent bankruptcy filing by Hudson’sSaks BayGlobal. Company.Continued Macy’s also continues to confirm its planned closure of 150 stores through 2027. Storestore closings could adversely affect our business and results of operations. Consolidation could reduce the number of our customers and potential customers. With increased consolidation in the retail industry, we are increasingly dependent on retailers whose bargaining strength may increase and whose share of our business may grow. As a result, we may face greater pressure from these customers to provide more favorable terms, including increased support of their retail margins. As purchasing decisions become more centralized, the risks from consolidation increase. A store group could decide to close stores, decrease the amount of product purchased from us, modify the amount of floor space allocated to apparel in general or to our products specifically or focus on promoting private label products or national brand products for which it has exclusive rights rather than promoting our products. Customers are also concentrating purchases among a narrowing group of vendors. These types of decisions by our key customers could adversely affect our business.

The conflicts in Ukraine and the Middle East, including the latest developments in Iran, and the continued threat of terrorism, heightened security measures and military action in response to acts of terrorism or civil unrest has, at times, disrupted commerce and intensified concerns regarding the United States and world economies. The imposition of additional sanctions by the United States and/or foreign governments, as well as the sanctions already in place, could lead to restrictions related to sales and our supply chain for which the financial impact is uncertain. In addition, the continuation or escalation of these wars, including the potential for additional countries to declare war against each other, may lead to further, broader unfavorable macroeconomic implications, including unfavorable foreign exchange rates, increases in fuel prices, food shortages, a weakening of the worldwide economy, lower consumer demand and volatility in financial markets. These implications of the conflicts in Ukraine and the Middle East could have a material adverse effect on our business and our results of operations.

Additionally, our arrangements with foreign manufacturers subject us to risks of engaging in business abroad, including currency fluctuations, political or labor instability and potential import restrictions, duties and tariffs. We do not maintain insurance for the potential lost profits due to disruptions of our overseas manufacturers. Because our products are produced abroad, most significantly in China and Vietnam, political or economic instability in China, Vietnam or elsewhere could cause substantial disruption in the business of our foreign manufacturers. InBeginning Februaryin April 2025, the currentUnited administrationStates imposedannounced an additional 10% tarifftariffs on importsgoods fromimported China beyondinto the previousUnited 25%States, tariffwith thatincremental was already in place. In March 2025, the current administration announced plans to impose an additional 10% tarifftariffs on certain products imported from China.most Thecountries, currentincluding administrationChina, hasVietnam alsoand indicatedBangladesh, and the potential for additionalfurther increases and revisions or terminations to existing trade agreements. In response, some countries have announced or are otherwise considering retaliatory tariffs on imports into the United States forexports China as well asand other countries.trade restrictions. These actions have led to significant volatility and uncertainty in global markets. Products sourced from Vietnam represented approximately 36.9% of our inventory purchased in fiscal 2026. Products sourced from China represented approximately 33.2%25.0% of our inventory purchased in fiscal 2025. Products sourced from Vietnam represented approximately 35.2% of our inventory purchased in fiscal 2025. Additional tariffs imposed on products imported by us from China and potentially other countries in our supply chain would increase our costs, require us to increase prices to our customers or, if we are unable to do so, result in lower gross margins on the products sold by us.2026.

While we source our products from many different manufacturers, we rely on a few manufacturers for a significant amount of our products. In fiscal 2025,2026, we sourced 21.7%27.0% and 18.0%15.6% of our purchases from two different vendors in Vietnam. In fiscal 2025, we sourced 14.7% of our purchases from one vendor in China. The loss of key vendors or a disruption in receipt of products from key vendors could adversely affect our ability to deliver goods to our customers on time and in the requested quantities.

We rely heavily on information systems to manage operations, including a full range of financial, sourcing, retail and merchandising systems, and regularly make investments to upgrade, enhance or replace these systems. The reliability and capacity of our information systems is critical. The failure of our information technology systems to perform as we anticipate could disrupt our business and could result in transaction errors, processing inefficiencies and the loss of sales and customers, which may have a material adverse effect on our business, financial condition and results of operations to suffer.operations. Despite our preventative efforts (including those described in “Cybersecurity”), our systems are vulnerable from time to time to damage or interruption from, among other things, security breaches, cyber-attacks, computer viruses, ransomware, power outages, fire, natural disasters, systems failures and other technical malfunctions. Increased cyber-security threats pose a potential risk to the security and viability of our information technology systems, as well as the confidentiality, integrity and availability of the data stored on those systems. We have outsourced elements of our IT systems, including to cloud-based solution vendors, and use third-party vendors in other aspects of our operations and, as a result, a number of third-party vendors may or could have access to confidential information. Our third-party vendors have experienced service interruptions and cyber-attacks in the past, and we expect they will continue. If our information technology systems suffer severe damage, disruption or shutdown, by unintentional or malicious actions of employees and contractors or by cyber-attacks, and our business continuity plans do not effectively resolve the issues in a timely manner, we could experience business disruptions, reputational damage, transaction errors, processing inefficiencies, increased overhead costs, excess inventory, product shortages and a loss of important information, causing our business, financial condition and results of operations to be adversely affected. Any disruptions affecting our information systems could have a material adverse impact on the operation of our business. We could also be required to spend significant financial and other resources to remedy the damage caused by a security breach or to repair or replace networks and information systems. In addition, our ability to continue to operate our business without significant interruption in the event of a disaster or other disruption depends in part on the ability of our information systems to operate in accordance with our disaster recovery and business continuity plans.

Issues in the development and use of artificial intelligence, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations. As with many technological innovations, artificial intelligence presents risks and challenges that could impact our business. While weWe have notbegun currentlyto adoptedincorporate, and integratedmay expand our use of, artificial intelligence, including generative artificial intelligenceintelligence, toolsto improve efficiencies in ourareas businessincluding, operations,but wenot maylimited doto, somanagement infunctions, thetalent future for specific use cases reviewed by legalrecruitment and information security.operations. Our vendors may incorporate generative artificial intelligence tools into their offerings without disclosing this use to us, and the providers of these generative artificial intelligence tools may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection and may inhibit our or our vendors’ ability to maintain an adequate level of service and experience. If we, our vendors, or our third-party partners experience an actual or perceived breach of privacy or security incident because of the use of generative artificial intelligence, we may lose valuable intellectual property and confidential information and our reputation and the public perception of the effectiveness of our security measures could be harmed. Further, bad actors around the world use increasingly sophisticated methods, including the use of artificial intelligence, to engage in illegal activities involving the theft and misuse of personal information, confidential information, and intellectual property. Any of these outcomes could damage our reputation, result in the loss of valuable property and information, and adversely impact our business.

Changes in laws and policies governing foreign trade, manufacturing, development and investment in the territories or countries where we currently sell our products or conduct our business could adversely affect our business. U.S. presidential administrations have instituted or proposed changes in trade policies that include the negotiation or termination of trade agreements, the imposition of higher tariffs on imports into the U.S., economic sanctions on individuals, corporations or countries, and other government regulations affecting trade between the U.S. and other countries where we conduct our business. For example, the current administration has imposed tariffs on imports from China and has announced plans to impose broad-based tariffs on imports from many other countries, including Canada, Mexico and countries in the European Union. It may be time-consuming and expensive for us to alter our business operations in order to adapt to or comply with any such changes.

In addition, changes or proposed changes in the trade policies of the U.S. or other countries may result in restrictions and economic disincentives to international trade. Tariffs and other changes in U.S. trade policy have in the past and could in the future trigger retaliatory actions by affected countries. Certain foreign governments have instituted or are considering imposing retaliatory measures on certain U.S. goods. For example, China has recently implemented tariffs on imports from the United States, in light of the newly imposed tariffs on Chinese goods by the current administration. Further, any emerging protectionist or nationalist trends either in the U.S. or in other countries could affect the trade environment. G-III, similar to other companies that conduct their business internationally, does a significant amount of business that would be impacted by changes to the trade policies of the U.S. and foreign countries (including governmental action related to tariffs, international trade agreements, or economic sanctions). Such changes have the potential to adversely impact the U.S. economy or certain sectors thereof or the economy of another country in which we conduct operations. They could also adversely affect our industry and the global demand for our products, and as a result, our business, financial condition and results of operations could be adversely affected.

Changes to U.S. and international tax laws could have a negative impact on our results of operations. We operate in many different countries and the tax rates vary by jurisdiction. We may pay additional taxes if tax rates increase in the jurisdictions in which we operate, or laws, regulations or treaties in the jurisdictions in which we operate are modified. Tax returns that we file are also subject to audit by various federal, state and international tax regimes, the resolution of which may also result in us paying more taxes than we had reserved for. We also have many transactions between our subsidiaries. We believe these transactions are at arms-length and that we have the proper transfer pricing documentation in place, but our transfer pricing could be challenged by tax authorities resulting in additional tax liabilities.

In December 2022, the Council of the European Union (“EU”) announced that EU member states reached an agreement to implement the minimum tax component of the Organization for Economic Co-operation and Development’s (“OECD”) international tax reform initiative, known as Pillar Two. The Pillar Two Model Rules provide for a global minimum tax of 15% for multinational enterprise groups,groups (“MNEs”) and was effective beginning fiscal 2025. In January 2026, the OECD introduced a side-by-side agreement in which U.S.-parented MNEs are exempt from certain aspects of the global minimum tax. This agreement is effective for our fiscal 2025.year ending January 31, 2027, but is subject to adoption by each jurisdiction. While the rules did not have a material impact on our effective tax rate or financial results for fiscal 2025,2026, we continue to monitor our operations and evolving tax legislation in the jurisdictions in which we operate. A material change in tax laws or policies, or their interpretation, related to the Pillar Two Model Rules could result in a higher effective tax rate and have an adverse effect on our financial condition, results of operationsoperations, and cash flows.

We are required to pay taxes other than income taxes, such as payroll, sales, use, value-added, net worth, propertyproperty, and goods and services taxes, in both the United States and various other jurisdictions. Tax authorities regularly examine these non-income taxes. The outcomes from these examinations, changes in the business, changes in applicable tax rules or other tax matters may have an adverse impact on our results of operations.

We recorded significant charges for the impairment of goodwill during the fourth quarter of fiscal 2023 which caused us to report a net loss for fiscal 2023 and we recorded charges for the impairment of trademarks during the fourth quarter of fiscal 2024 and fiscal 2025. If our trademarks and other intangibles become impaired, we may be required to record additional charges to earnings.

Under accounting principles generally accepted in the United States (“GAAP”), we review our goodwilltrademarks and other indefinite life intangibles for impairment annually as of January 31 of each fiscal year and when events or changes in circumstances warrant. A significant decline in our stock price and market capitalization or deterioration in our projected results could result in an impairment of our trademarks and/or other intangibles, or any future goodwill. Other events or changes may indicate the carrying value may not be recoverable due to factors such as reduced estimates of future cash flows and profitability, increased cost of debt or slower growth rates in our industry. Estimates of future cash flows and profitability are based on an updated long-term financial outlook of our operations. However, actual performance in the near-term or long-term could be materially different from these forecasts, which could impact future estimates.

As of January 31, 2023, we were required to record a $347.2 million charge to earnings in our financial statements as our goodwill was determined to be fully impaired as a result of our decline in market capitalization. As of January 31, 2024, we were required to record a $5.9 million charge to earnings in our financial statements as our Sonia Rykiel trademark was determined to be partially impaired as a result of the performance of the brand. As of January 31, 2025, we were recorded a $7.4 million charge to earnings in our financial statements as our Sonia Rykiel trademark was determined to be fully impaired as a result of the performance of the brand.

The increasing focus by regulators and stakeholders on corporate responsibility issues, including those associated with environmental, social and governance issues, as well as matters of significance related to sustainability, could result in additional costs or risks andrisks, adversely impact our reputation.reputation or expose us to additional regulatory or compliance risks.

We may not be able to generate sufficient cash to service allany offuture oursignificant indebtedness, including the ABL Credit Agreement, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or to refinance ourany future significant debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We cannot assure you that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on ourany future significant indebtedness, including the ABL Credit Agreement.

If our cash flows and capital resources are insufficient to fund ourany future significant debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance oursuch indebtedness. These alternative measures may not be successful and may not permit us to meet ourany future significant scheduled debt service obligations. If our operating results and available cash are insufficient to meet oursuch debt service obligations, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them, and these proceeds may not be adequate to meet anysuch debt service obligations then due. Any future refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants which could further restrict our business operations. Additionally, the ABL Credit Agreement will limitlimits the use of the proceeds from any disposition of our assets. As a result, the ABL Credit Agreement may prevent us from using the proceeds from such dispositions to satisfy our debt service obligations.

Our credit rating and ability to access well-functioning capital markets are important to our ability to secure future debt financing on acceptable terms. Our credit ratings may not reflect all risks associated with our indebtedness.

Our access to the debt markets and the terms of such access depend on multiple factors including the condition of the debt capital markets, our operating performance and our credit ratings. Although we do not have an indebtedness rated by any credit rating agency, we may have rated debt in the future. These ratings arewill be based on a number of factors including their assessment of our financial strength and financial policies. Our borrowing costs will be dependent to some extent on the rating assigned to our debt. However, there can be no assurance that any particular rating assigned to us will remain in effect for any given period of time or that a rating will not be changed or withdrawn by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating so warrant. Incurrence of additional debt by us could adversely affect our credit rating. Any disruptions or turmoil in the capital markets or any downgrade of our credit rating could adversely affect our cost of funds, liquidity, competitive position and access to capital markets, which could materially and adversely affect our business operations, financial condition and results of operations. In addition, downgrading the credit rating of our debt securities or placing us on a watch list for possible future downgrading would likely have an adverse effect on the market price of our Common Stock.

We consolidate the accounts of all of our wholly-owned and majority-owned subsidiaries. Our DKNY and Donna Karan business in China is operated by Fabco Holding B.V. (“Fabco”), a Dutch joint venture limited liability company thatcompany, was 75% owned by us through April 16, 2024 and was treated as a consolidated majority-owned subsidiary. Effective April 17, 2024, we acquired the remaining 25% interest in Fabco that we did not previously own and, as a result, Fabco began being treated as a wholly-owned subsidiary. AWWG Investments B.V. (“AWWG”) is a Dutch corporation that was 12.1% owned by us from May 3, 2024 through July 18, 2024 and was accounted for using the cost method of accounting. Effective July 19, 2024, we acquired an additional 6.6% minority interest in AWWG, increasing our total ownership interest to 18.7% and, as a result, AWWG began being accounted for under the equity method of accounting. Karl Lagerfeld Holding B.V. (“KLH”) is a Dutch limited liability company that was 19% owned by us through May 30, 2022 and was accounted for during that time using the equity method of accounting. Effective May 31, 2022, we acquired the remaining 81% interest in KLH that we did not previously own and, as a result, KLH began being treated as a consolidated wholly-owned subsidiary. KL North America B.V. (“KLNA”) is a Dutch joint venture limited liability that was 49% owned by us and 51% indirectly owned by KLH through May 30, 2022 and was accounted for during that time using the equity method of accounting. KLNA operates the Karl Lagerfeld business in the United States, Mexico and Canada. Effective May 31, 2022, KLNA became an indirect wholly-owned subsidiary of us as a result of our acquisition of the remaining 81% interest in KLH we did not previously own. The results of KLH are included in our consolidated financial statements beginning May 31, 2022. All material intercompany balances and transactions have been eliminated.

EachKarl ofLagerfeld Holding B.V. (“KLH”), a Dutch limited liability company that is wholly-owned by us, Vilebrequin International SA (“Vilebrequin”), a Swiss corporation that is wholly-owned by us, KLH,certain Fabco,other Sonia Rykiel, a Swiss Corporation that is wholly-owned by us,subsidiaries and AWWG report results on a calendar year basis rather than on the January 31 fiscal year basis used by G-III. Accordingly, the results of KLH, Vilebrequin, KLH,certain Fabco,other Sonia Rykielsubsidiaries and AWWG are and will be included in our financial statements for the year ended or ending closest to G-III’s fiscal year. For example, for G-III’s fiscal year ended January 31, 2025,2026, the results of KLH, Vilebrequin, KLH,certain Fabco,other Sonia Rykielsubsidiaries and AWWG are included for the year ended December 31, 2024. For the year ended January 31, 2023, the results of KLH, which includes KLNA, are included for the period from May 31, 2022 through December 31, 2022. The results of our previous 49% ownership interest in KLNA and 19% ownership interest in KLH are included for the period from January 1, 2022 through May 30, 2022.2025. Our retail operations segment uses a 52/53-week fiscal year. Our fiscal yearyears ended January 31, 2026 and 2025 waswere aboth 52-week fiscal yearyears for the retail operations segment. Our fiscal year ended January 31, 2024 was a 53-week fiscal year for the retail operations segment. For fiscal 2026, 2025 and 2024, the retail operations segment ended on January 31, 2026, February 1, 2025 and February 3, 2024, respectively. In fiscal 2024, the net sales and operating results generated by the 53rd week of our retail operations segment were not material.

A discussion with respect to a comparison of the results of operations of fiscal 20242025 compared to the fiscal year ended January 31, 2023 (“fiscal 2023”),2024, other financial information related to fiscal 20232024 and information with respect to Liquidity and Capital Resources at January 31, 20232024 and for fiscal 20232025 is contained under the headings “Results of Operations” and “Liquidity and Capital Resources” in Item 7 of our Annual Report on Form 10-K for the fiscal year ended January 31, 2024.2025.

G-III is a global leader in fashion with expertise in design, sourcing, distribution and marketing, which enables us to fuel growth across a portfolio of over 30 globally recognized owned and licensed brands anchored by our key owned brands DKNY, Donna Karan, Karl Lagerfeld and Vilebrequin as well as other major brands that currently drive our business.Vilebrequin. We develop productproducts across a diverse range of lifestyle categories which include: outerwear, dresses, sportswear, suit separates, athleisure, jeans, swimwear, as well as handbags, footwear, small leather goods, cold weather accessories and luggage. Our brands are positioned to sell at various price points with global distribution across a diverse mix of channels and geographies to reach a broad range of consumers, with approximately 77% and 23% of our net sales in fiscal 20252026 being generated in the United States and internationally, respectively. We also license the use of our trademarks to third parties for product categories and in regions where we believe our licensees’ expertise can better serve our brands.

Our owned brands include DKNY, Donna Karan, Karl Lagerfeld, Karl Lagerfeld Paris, Vilebrequin, G.H. Bass, Eliza J, Jessica Howard, Andrew Marc, MarcG.H. New York,Bass, Wilsons Leather and Sonia Rykiel. We have an extensive portfolio of well-known licensed brands, including Calvin Klein, Tommy Hilfiger, Levi’s, Nautica, Halston, Levi’s, Kenneth Cole, Cole Haan, Vince Camuto, Dockers, Champion, ConverseConverse, BCBG, French Connection, Starter and BCBG.major national sports leagues, among others. Through our licensed team sports business, we have partnerships with the National Football League, National Basketball Association, Major League Baseball, National Hockey League and over 150 U.S. colleges and universities. We also source and sell products to major retailers for their own private label programs.

Our products are sold through a cross section of leading retailers such as Macy’s, Bloomingdales, Dillard’s, Hudson’s Bay Company, Saks Fifth Avenue, Nordstrom, El Cortes Ingles, Kohl’s, Saks OFF 5TH, TJ Maxx, Marshall’sMarshall’s, Ross Stores, Burlington and Costco. We also sell our products using digital channels through retail partners such as macys.com, bloomingdales.com, nordstrom.com and dillards.com, each of which operates significant digital businesses. In addition, we sell to leading online retail partners such as Amazon, Fanatics, Zalando and Zappos.

We also distribute apparel and other products directly to consumers through our own DKNY, Karl Lagerfeld, Karl Lagerfeld Paris and Vilebrequin retail stores, as well as through our digital sites for our DKNY, Donna Karan, Karl Lagerfeld, Karl Lagerfeld Paris, Vilebrequin, G.H. Bass,Bass and Wilsons Leather and Sonia Rykiel brands.

EachEffective ofFebruary these2026, we entered into a license agreementsagreement includewith French Connection Limited to design and produce women’s and men’s apparel (subject to certain exclusions), women’s and men’s outerwear, handbags and men’s footwear under the French Connection brand. The license agreement includes an initial term of five-years with certainan renewaloption options.to renew for an additional five-year term. The products produced under thesethis license agreementsagreement are distributed, or expected to be distributed,distributed in North America through our diversified distribution network, including premier department stores, digital channels, as well as other channels. Additionally, our Halston and Converse product is expected to be distributed globally (excluding distribution in Japan for Converse product). First deliveries of our NauticaFrench Connection product began in February 2026 for Spring 2024,2026. We believe that significant opportunity exists in the categories subject to this license agreement where we have strong expertise, and Halston and Champion product began in Fall 2024. First deliveries of our Converse and BCBGthe products are expected to beginbe inproduced Fallalign 2025.with G-III’s core competencies.

We distribute our products through multiple channels, including online through retail partners such as macys.com, bloomingdales.com, nordstrom.com and dillards.com, each of which operates a significant online business. In addition, we sell to leading online retail partners such as Amazon, Fanatics, Zalando and Zappos. We also distribute apparel and other products directly to consumers through our own DKNY, Karl Lagerfeld and Vilebrequin retail stores, as well as through our digital sites for our DKNY, Donna Karan, Karl Lagerfeld, Karl Lagerfeld Paris, Vilebrequin, G.H. Bass,Bass and Wilsons Leather and Sonia Rykiel brands. As sales of apparel through digital channels continue to increase, we are developing additional digital marketing initiatives on both our own web sites and third party web sites and through social media. We are investing in digital personnel, marketing, logistics, planning, distribution and other strategic opportunities to expand our digital footprint.

A number of retailers have experienced financial difficulties, which in some cases have resulted in bankruptcies, liquidations and/or store closings.closings, such as the recent bankruptcy filing by Saks Global. The financial difficulties of a retail customer of ours could result in reduced business with that customer. We may also assume higher credit risk relating to receivables of a retail customer experiencing financial difficulty that could result in higher reserves for doubtful accounts or increased write-offs of accounts receivable. We attempt to mitigate credit risk from our customers by closely monitoring accounts receivable balances and shipping levels, as well as the ongoing financial performance and credit standing of customers. We may also obtain credit insurance in certain circumstances to further mitigate credit risk.

We have attempted to respond to general trends in our industry by continuing to focus on selling products with recognized brand equity, by attention to design, quality and value and by improving our sourcing capabilities. We have also responded with the strategic acquisitions made by us, such as our purchase of the interests not previously owned by us that resulted in Karl Lagerfeld becoming our wholly-owned subsidiary, new license agreements entered into by us, such as our recent license agreements for the Nautica, Halston, Champion, ConverseConverse, BCBG and BCBGFrench Connection brands and investments to accelerate our strategic priorities, such as our investment in AWWG. Our actions added to our portfolio of licensed and proprietary brands and helped diversify our business by adding new product lines and expanding distribution channels. We believe that our broad distribution capabilities help us to respond to the various shifts by consumers between distribution channels and that our operational capabilities will enable us to continue to be a vendor of choice for our retail partners.

Our licenses for Calvin Klein and Tommy Hilfiger products expire on a staggered basis beginningwhich began on December 31, 2024 and continuingcontinue through December 31, 2027. We have the right to request an extension of the Calvin Klein and Tommy Hilfiger licenses for the women’s suits category through December 31, 2029. PVH Corp., the owner of Calvin Klein and Tommy Hilfiger, has indicated publicly that it will produce these products itself once the license agreements expire. Unless we are able to increase the sales of our other products, acquire new businesses and/or enter into other license agreements covering different products, the staggered expirations of the Calvin Klein and Tommy Hilfiger license agreements will cause a significant decrease in our net sales and have a material adverse effect on our results of operations.

In fiscal 2025, we experienced a $188.4 million decrease in net sales of Calvin Klein and Tommy Hilfiger licensed products which were more than offset by a $254.4 million increase in net sales of our DKNY, Donna Karan and Karl Lagerfeld products. In fiscal 2024, we experienced a $278.4 million decrease in net sales of Calvin Klein and Tommy Hilfiger licensed products which were partially offset by a $139.1 million increase in net sales of our DKNY and Karl Lagerfeld products. Our relaunch of our Donna Karan brand began in Spring 2024 and did not have a significant impact on net sales in fiscal 2024. We also recognize higher gross profit percentages on sales of products under our owned brands. While our recent ability to offset decreases in net sales of Calvin Klein and Tommy Hilfiger licensed products either in full or in part does not guarantee our ability to continue to do so in the future, we believe we will achieve strong growth of our owned brands. We will take strategic actions to mitigate the loss of this business by continuing to develop and expand our owned brands, such as DKNY, Donna Karan and Karl Lagerfeld, through new product lines, marketing initiatives, international growth and executing on digital channel business opportunities. Additionally, we also recognize higher gross profit percentages on sales of our owned brands. We also seek to expand sales in our go-forward portfolio of licensed brands, including our team sports business, as well as through our recent licenses for the Nautica, Halston and Champion brands that launched in fiscal 2025 and2025, the Converse and BCBG brands that launched in fiscal 2026 and the French Connection brand that will launch in fiscal 2026.2027.

In December 2022, the Council of the European Union (“EU”) announced that EU member states reached an agreement to implement the minimum tax component of the Organization for Economic Co-operation and Development’sOECD’s international tax reform initiative, known as Pillar Two. The Pillar Two Model Rules provide for a global minimum tax of 15% for multinational enterprise groupsMNEs and was effective beginning fiscal 2025. In January 2026, the OECD introduced a side-by-side agreement in which U.S.-parented MNEs are exempt from certain aspects of the global minimum tax. This agreement is effective for our fiscal 2025.year ending January 31, 2027, but is subject to adoption by each jurisdiction. While these rules did not have a material impact on our effective tax rate or financial results for fiscal 2025,2026, we will continue to monitor our operations and evolving tax legislation in the jurisdictions in which we operate.

Tariffs, Inflation and Interest Rates

Inflationary pressures have impacted the entire economy, including our industry. Recent high rates of inflation, including increased fuel and food prices,prices and the enactment of additional tariffs by the United States government, have led to a softening of consumer demand anddemand, increased promotional activity in the apparel categories we sell.sell and higher pricing of our products. Ongoing inflation may lead to further challenges to increase our sales and may also negatively impact our cost structure and labor costs in the future.

The Federal Reserve increased interest rates several times in fiscal 2024 in response to concerns about inflation. The Federal Reserve began to decreased interest rates in both fiscal 2025,2025 and fiscal 2026, however it is unclear whether the Federal Reserve will reduce, increase or maintain the current rates in the future. Higher interest rates increase the cost of our borrowing under our revolving credit facility, may increase economic uncertainty and may negatively affect consumer spending. Volatility in interest rates may adversely affect our business or our customers. If the equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms, or at all.

AlthoughThe global supply chain continues to be negatively impacted by various factors, including the ongoing disruptions in the Middle East and the reciprocal tariffs imposed across all countries. The latest developments as it relates to Iran have added further uncertainty to our supply chain operations. Conflicts in the Middle East continue to cause major disruptions to global supply chains by impacting critical shipping routes through the Suez Canal and Red Sea for cargo, adding time and cost to shipments. To date, our business has not been significantly impacted by such disruptions, however we have experienced shipping delays,delays impacting the timing of inventory receipts. These delays have not resulted in a significant loss of customer sales. We expect the escalation of these conflicts as a result of the latest developments in Iran to further negatively impact the timely receipt of inventory as well as increase our shipping costs. We will continue to monitor supply chain challenges and coordinate with our partners to divert or adjust routes and destinations accordingly to ensure timely delivery of our product.

Critical accounting policies are those that are most important to the portrayal of our financial condition and our results of operations, and require management’s most difficult, subjective and complex judgments, as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our most critical accounting estimates, discussed below, pertain to revenue recognition, accounts receivable, inventories, income taxes, goodwill and intangible assets, impairment of long-lived assets and equity awards. In determining these estimates, management must use amounts that are based upon its informed judgments and best estimates. We continually evaluate our estimates, including those related to customer allowances and discounts, product returns, bad debts and inventories, and carrying values of intangible assets. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions.

Both wholesale revenues and retail store revenues are shown net of returns, discounts and other allowances. We classify cooperative advertising as a reduction of net sales.

Wholesale inventories and Karl Lagerfeld inventories are stated at the lower of cost (determined by the first-in, first-out method) or net realizable value, which comprises a significant portion of our inventory. Retail and Vilebrequin inventories are stated at the lower of cost (determined by the weighted average method) or net realizable value.

Goodwill and Intangible Assets

We also perform our annual test for intangible assets with indefinite lives as of January 31 of each year using a qualitative evaluation or a quantitative test using a relief from royalty method, another form of the income approach. The relief from royalty method requires assumptions regarding industry economic factors and future profitability. Critical estimates in valuing intangible assets include estimates of future cash flows, future short-term and long-term growth rates, weighted average cost of capital, future expected cash flows from license agreements, trade names and customer relationships. In addition, other factors considered are the brand awareness and market position of the products sold by the acquired companies and assumptions about the period of time the brand will continue to be used in the combined company’s product portfolio. Management’s estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. If these estimates or their related assumptions change in the future, we may be required to record impairment charges for intangible assets with an indefinite life.

We have allocated the purchase price of the companies we acquired to the tangible and intangible assets acquired and liabilities we assumed, based on their estimated fair values. These valuations require management to make significant estimations and assumptions, especially with respect to intangible assets. If we did not appropriately allocate these components or we incorrectly estimate the useful lives of these components, our computation of amortization expense may not appropriately reflect the actual impact of these costs over future periods, which may affect our results of operations.

In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors contained in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended January 31, 2026 (the “Annual Report”), which could materially affect our business, financial condition and/or future results. Other than the risk factors set forth below relating to the proposedour acquisition of the Marc Jacobs business, which was completed on September 1, 2026, there have been no material changes in our risk factors from those set forth in the Annual Report. The risks described in the Annual Report are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or future results.

The Marc Jacobs Acquisition iswas structured through IPCo, a joint venture in which we will own 50% of the membership interests and an affiliate of WHP Global (“WHP”) will ownowns the remaining 50%. IPCo will retainretained ownership of the Marc Jacobs intellectual property. We will operate the Marc Jacobs business pursuant to a license from IPCo providingthat grants an exclusive right to use the Marc Jacobs brands in the United States, Canada, Mexico and Western Europe for specified product categories. The initial term of the license agreement runs through December 2041, and we have 10 successive options to renew the license agreement for periods of 5 years. The license agreement is terminable by IPCo if we fail to make required payments or otherwise materially breach the agreement, in each case subject to an opportunity to cure within a specified period of time.

IPCo will beis governed by a board of managers initially consisting of five managers, with two managers appointed by us and three appointed by WHP, which is subject to change in the future based on the relative ownership percentages of us and WHP in IPCo, and other circumstances provided in the amended and restated operating agreement whichof willIPCo governentered into at the IPCo.closing. Subject to those potential changes or circumstances, WHP controls the board of IPCo. Certain significant decisions, including amendments to the operating agreement, mergers, acquisitions, dispositions, incurrence of indebtedness above certain thresholds, related party transactions and bankruptcy, require approval of both members for so long as they continue to own certain ownership percentages. Disagreements with WHP regarding the management or direction of IPCo or the Marc Jacobs intellectual property could adversely affect our ability to operate the Marc Jacobs business effectively. In addition, we and WHP generally may not transfer our membership interests in IPCo prior to the third anniversary of the closing, other than to permitted transferees or with the prior written consent of the other member, and any transfer after the third anniversary is subject to a right of first offer and tag along right in favor of the other party, which may limit our ability to exit or monetize our investment on favorable terms.

FollowingWe the closing, we will beare required to transition the Marc Jacobs operating business away from the infrastructure and support systems currentlyhistorically provided by LVMH. Pursuant to a Transition Services Agreement to be entered into at the closing, LVMH and/or third-party providers will provide certain transition services to Marc Jacobs International, L.L.C. and its subsidiaries for a limited period following the closing. Under the Transition Services Agreement, we willhave guaranteeguaranteed the due, prompt and full performance by Marc Jacobs International and its subsidiaries of all of their payment and indemnification obligations thereunder. Our ability to realize the expected benefits of the Marc Jacobs Acquisition is subject to a number of risks, including:

We willhave incurincurred, and expect to continue to incur, substantial expenses in connection with the Marc Jacobs Acquisition and the transition of the business. Even if we are able to successfully transition and operate the Marc Jacobs business, the anticipated benefits may not be realized fully, or at all, or may take longer to realize than expected, which could adversely impact our business, results of operations and financial condition.

Each of Vilebrequin, KLH,KLH and certain other subsidiaries and AWWG Investments B.V. (“AWWG”), an 18.7% owned investment accounted for under the equity method of accounting, report results on a calendar year basis rather than on the January 31 fiscal year basis used by G-III. Accordingly, the results of Vilebrequin, KLH,KLH and certain other subsidiaries and AWWG are included in the financial statements for the quarter ended or ending closest to G-III’s fiscal quarter end. For example, with respect to our results for the three-monthsix-month period ended AprilJuly 30,31, 2026, the results of Vilebrequin, KLH,KLH and certain other subsidiaries and AWWG are included for the three-monthsix-month period ended MarchJune 31,30, 2026. Our retail operations segment reports on a 52/53 week fiscal year. For fiscal 2027 and 2026, the three-monththree and six-month periods for the retail operations segment were each 13-week and 26-week periods and ended on MayAugust 2,1, 2026 and MayAugust 3,2, 2025, respectively.

Various statements contained in this Quarterly Report on Form 10-Q, in future filings by us with the SECSEC, in our press releases and in oral statements made from time to time by us or on our behalf constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations and are indicated by words or phrases such as “anticipate,” “estimate,” “expect,” “will,” “project,” “believe,” “envision,” “forecast” and similar words or phrases and involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed in or implied by such forward-looking statements. Forward-looking statements also include representations of our expectations or beliefs concerning future events that involve risks and uncertainties, including, but not limited to, the following:

On May 14, 2026, we entered into certain agreements relating to the acquisition of the Marc Jacobs business (the “Marc Jacobs Acquisition”) from LVMH Moet Hennessy Louis Vuitton Inc. and its affiliates (“LVMH”), which was completed as of September 1, 2026 (the “Closing Date”). The transaction iswas structured such that (i) MJ Topco, LLC (“IPCo”), a newly formed joint venture betweenin which a subsidiary of the Company owns 50% of the membership interests and an affiliate of WHP Global (“WHP”), willowns acquirethe remaining 50%, acquired all of the issued and outstanding units of Marc Jacobs Holdings, LLC through a wholly ownedwholly-owned indirect subsidiary, Majestic AcqCo, LLC, (ii) following such acquisition, we willacquired acquire100% of the Marc Jacobs operating business through our subsidiaries, and (iii) IPCo will retainretained the Marc Jacobs intellectual property and certain other retained assets. We will fundfunded our approximately $500 million investment using cash on hand and borrowings under our revolving credit facility. We will operate the business pursuant to a license from IPCo. Subject to closing, the license agreement will provide an exclusive right to use the Marc Jacobs brand in the United States, Canada, Mexico and Western Europe for the distribution, promotion and sale of specified product categories, including women’s and men’s apparel, handbags, footwear, swim, small leather goods, luggage and cold weather accessories, through wholesale channels, branded retail stores and branded e-commerce sites. The initial term of the license agreement is from the effective date through December 2041, and we have 10 successive options to renew the license agreement for periods of 5 years.

Our retail operations segment consists primarily of direct sales to consumers through our company-operatedcompany operated stores and product sales through our digital sites for the DKNY, Donna Karan, Karl Lagerfeld Paris and Wilsons Leather brands. As of AprilJuly 30,31, 2026, our retail operations segment consisted of 47 company-operatedcompany operated stores for our DKNY and Karl Lagerfeld Paris brands, substantially all of which are operated as outlet stores in North America.

In February 2026, the Supreme Court of the United States ruled against the current administration’s use of the International Emergency Economic Powers Act (“IEEPA”) to impose certain tariffs levied since February 2025. Pursuant to a court order on March 4, 2026 from the U.S. Court of International Trade (“CIT”) directing the refund of such tariffs, including applicable interest, on April 20, 2026, U.S. Customs and Border Protection (“CBP”) launched the Consolidated Administration and Processing of Entries (“CAPE”) system to facilitate refund claims, to which we have successfully submitted our refund claim. We received approximately $129.7 million in tariff refunds from the U.S. Department of Treasury during the second quarter of fiscal 2027. As of July 31, 2026, we have a tariff refund receivable remaining of approximately $9.8 million, which is included within prepaid expenses and other current assets in our condensed consolidated balance sheets. The timing of cash receipts for our remaining tariff refundsrefund claim remains dependent upon the processing of refund claims by CBP and the U.S. Department of Treasury.

Following the Supreme Court ruling, the current administration announcedimposed a new global tariff of 10% effective February 24, 2026, under Section 122 of the Trade Act of 19741974. whichThe willSection expire122 intariff 150expired dayson unlessJuly renewed24, by2026 Congress.following the expiration of the 150-day period authorized under Section 122. On May 7, 2026, the CIT ruled that the Section 122 tariffs exceeded the President’s authorityauthority. and is currently under review in the Court of Appeals, with a decision anticipated by Fall 2026. While the court's opinion invalidated the tariffs, it only provided injunctive relief for the specific plaintiffs involved in the lawsuit. Because theThe government appealed the CIT’s decision, CBPand continuesthe toU.S. collect these duties at portsCourt of entry.Appeals Depending on that outcome,for the matterFederal couldCircuit proceed tostayed the SupremeCIT’s Court.judgment Additionally,pending the administration initiated additional trade actions, including investigations under Section 301resolution of the Trade Act of 1974, that may result in further tariffs.appeal.

While the elimination of IEEPA tariffs is expected to have a favorable impact on gross margin, the imposition of additional tariffs, including those under Section 122 and potential measures arising from Section 301 actions,tariffs that became effective in July 2026, as well as any additional tariffs or trade restrictions that may be imposed in the future, may offset such benefits and could adversely affect our financial results. We continue to monitor these changing tariffs and trade restrictions. We are taking steps to mitigate the impact of new and increased tariffs by working with our long-standing vendors to participate in the increased costs, increasing prices where possible and continuing to look for alternative sourcing options.

We have attempted to respond to general trends in our industry by continuing to focus on selling products with recognized brand equity, by attention to design, quality and value and by improving our sourcing capabilities. We have also pursued several strategic opportunities, such as (i) our purchase of the interests not previously owned by us that resulted in Karl Lagerfeld becoming our wholly-owned subsidiary, (ii) new license agreements entered into by us, such as our recent license agreements for the Halston, Champion, Converse, BCBG and French Connection brands and (iii) our formation of a joint venture with WHP towhich acquireacquired Marc Jacobs Holdings, LLC. Our actions added to our portfolio of licensed and proprietary brands and helped diversify our business by adding new product lines and expanding distribution channels. We believe that our broad distribution capabilities help us to respond to the various shifts by consumers between distribution channels and that our operational capabilities will enable us to continue to be a vendor of choice for our retail partners.

Our licenses for Calvin Klein and Tommy Hilfiger products expire on a staggered basisbasis, whichwith expirations that began on December 31, 2024 and continue through December 31, 2026. Unless we are able to increase the sales of our other products, acquire new businesses and/or enter into other license agreements covering different products, the staggered expirations of the Calvin Klein and Tommy Hilfiger license agreements will cause a significant decrease in our net sales and have a material adverse effect on our results of operations.

We continue to take strategic actions to mitigate the loss of this business by continuing to develop and expand our owned brands, such as DKNY, Donna Karan and Karl Lagerfeld, through new product lines, marketing initiatives, international growth, executing on digital channel business opportunities and our recent formation of a joint venture with WHP towhich acquireacquired Marc Jacobs Holdings, LLC. Additionally, we also recognize higher gross profit percentages on sales of our owned brands. We also seek to expand sales in our go-forward portfolio of licensed brands, including our team sports business, as well as through our recent licenses for the Halston and Champion brands that launched in fiscal 2025, the Converse and BCBG brands that launched in fiscal 2026 and the French Connection brand that launched in fiscal 2027.

On June 13, 2025, wethe Company filed a complaint against PVH Corp. and two of its subsidiaries (“Defendants”) in the New York County Commercial Division of the Supreme Court of the State of New York for breach of contract, breach of the implied covenant of good faith and fair dealing, and tortious interference with contract arising out of the unreasonable denial of ourthe Company’s request to extend the Calvin Klein and Tommy Hilfiger licenses for the women’s suits category for an additional three-year period and other actions taken by Defendants that undermined ourthe Company’s ability to perform under Calvin Klein and Tommy Hilfiger license agreements and subjected usthe Company to contractual penalties. On July 30, 2025, Calvin Klein, Inc. and Tommy Hilfiger Licensing LLC filed their own complaint against G-III in the same court alleging breaches of the license agreements between the parties. WeOn believeApril that30, Calvin2026, Klein,in Inc. and Tommy Hilfiger Licensing LLC’s complaint is without merit, and we intend to vigorously defend the Company. Dueresponse to the uncertaintyCompany’s inherentamended complaint, Defendants filed counterclaims alleging breaches of the license agreements. The Company has moved to dismiss those counterclaims. On June 18, 2026, the Company filed a motion seeking leave to file a second amended complaint to add allegations that the PVH parties tortiously interfered with the Company’s subsidiaries’ agreements with AWWG, and that the PVH parties breached the confidentiality provisions in anythe litigation,license weagreements arebetween unablethe to estimate any reasonably possible loss, or range of loss, with respect to this matter.parties.

In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The legislation has multiple effective dates, with certain provisions becoming effective in 2025 and others implemented through 2029. The OBBBA makes key elements of the Tax Cuts and Jobs Act permanent, including 100% bonus depreciation, and makes modifications to the international tax framework. We recognized the impact of the OBBBA in our second fiscal quarter ended July 31, 2025, the period in which the legislation was enacted. The impact of the OBBBA was immaterial to our provision for income taxes for the three and six months ended AprilJuly 30,31, 2026 and our condensed consolidated balance sheet as of AprilJuly 30,31, 2026.

In December 2022, the Council of the European Union (“EU”) announced that EU member states reached an agreement to implement the minimum tax component of the Organization for Economic Co-operation and Development’s (“OECD”) international tax reform initiative, known as Pillar Two. The Pillar Two Model Rules provide for a global minimum tax of 15% for multinational enterprise groups (“MNEs”) and waswere effective beginning fiscal 2025. In January 2026, the OECD introduced a side-by-side agreement in which U.S.-parented MNEs are exempt from certain aspects of the global minimum tax. This agreement is effective for our fiscal year ending January 31, 2027, but is subject to adoption by each jurisdiction. While these rules are not expected to have a material impact on our effective tax rate or financial results for fiscal 2027, we continue to monitor our operations and evolving tax legislation in the jurisdictions in which we operate.

The Federal Reserve decreased interest rates in both fiscal 2025 and fiscal 2026, however it is unclear whether the Federal Reserve will reduce, increase or maintain the currentInterest rates in the future.United States and certain international markets remain elevated, continuing to influence consumer borrowing costs and discretionary spending patterns. Higher interest rates increase the cost of our borrowing under our revolving credit facility, may increase economic uncertainty and may negatively affect consumer spending. Volatility in interest rates may adversely affect our business or our customers. If the equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms, or at all.

We are monitoring the direct and indirect impacts from the military conflicts in Ukraine and the latest developments across the Middle East. These international conflicts and the continued threat of terrorism, heightened security measures and military action in response to acts of terrorism or civil unrest have disrupted commerce and intensified concerns regarding the United States and world economies. Our sales in Russia, Ukraine and Israel are not material to our financial results. However, theThe imposition of additional sanctions by the United States and/or foreign governments, as well as the sanctions already in place, could lead to restrictions related to sales and our supply chain for which the financial impact is uncertain. In addition, the continuation or escalation of these international conflicts, including the potential for additional countries to declare war against each other, may lead to further, broader unfavorable macroeconomic conditions, including unfavorable foreign exchange rates, increases in fuel prices, food shortages, a weakening of the worldwide economy, lower consumer demand and volatility in financial markets. The possible effects of these international conflicts could have a material adverse effect on our business and our results of operations.

The global supply chain continues to be negatively impacted by various factors, including the ongoing disruptions in the Middle East andEast, the various tariffs imposed across all countries.countries and recent typhoon activity in Asia. The latest developments as it relatesrelated to Iran have added further uncertainty to our supply chain operations. Conflicts in the Middle East continue to cause major disruptions to global supply chains by impacting critical shipping routes through the Suez Canal and Red Sea for cargo, adding time and cost to shipments. To date, our business has not been significantly impacted by such disruptions,disruptions; howeverhowever, we have experienced shipping delays impacting the timing of inventory receipts. These delays have not resulted in a significant loss of customer sales. If there is further escalation of these conflicts, it may negatively impact the timely receipt of inventory as well as increase our shipping costs. We will continue to monitor supply chain challenges and coordinate with our partners to divert or adjust routes and destinations accordingly to ensure timely delivery of our product.

The imposition of tariffs by the U.S. government and certain foreign jurisdictions, along with geopolitical tensions, havehas created an uncertain environment for global trade. As the impact of new or increased tariffs, quotas, embargoes or other trade barriers that could impact our supply chain and cost structure is dependent on global trade negotiations, we continue to monitor these changing tariffs and trade restrictions. We source substantially all of our products from a global network of independent, third-party manufacturers, primarily located in Asia.

Three months ended AprilJuly 30,31, 2026 compared to three months ended AprilJuly 30,31, 2025

Net sales for the three months ended AprilJuly 30,31, 2026 decreased to $536.0$554.1 million from $583.6$613.3 million in the same period last year. Net sales of our segments are reported before intercompany eliminations.

Net sales of our wholesale operations segment decreased to $514.8$530.8 million for the three months ended AprilJuly 30,31, 2026 from $562.6$589.0 million in the comparable period last year. We sell a broad range of products at varying price points and deliver newly designed products each year. In addition, we have certain revenues, primarily from royalty revenues, that are not based on our shipping units of product. In total, our decrease in sales was driven by a decrease in the number of units we shipped, partially offset by a slightly higher average price.prices. The decrease in net sales of our wholesale operations segment was primarily the result of decreases in net sales of $86.9$95.2 million of our Calvin Klein and Tommy Hilfiger licensed products, due in part to several expired licenses that are not part of our go-forward business, as well as in DKNY products.business. These decreases were partially offset by increases in net sales of $42.9$28.9 million of our Donna Karan products and our BCBG, Converse and French Connection licensed products. The increase in sales of Donna Karan products was primarily related to the dresses, suits and sportswear categories.

Net sales of our retail operations segment increaseddecreased to $40.6$39.5 million for the three months ended AprilJuly 30,31, 2026 from $36.4$41.1 million in the same period last year. The decrease in net sales in our retail operations segment was primarily the result of the transition of our G.H. Bass digital business to a licensee during the current fiscal year. The number of retail stores operated by us decreased from 48 at April 30, 2025 towas 47 at Aprilboth 30,July 2026.31, The increase in sales in our retail operations segment was the result of increased sales through our Karl Lagerfeld Paris stores, DKNY stores2026 and Donna Karan website.2025. Comparable store sales, which include both stores and digital channels, increased for Karl Lagerfeld Paris, Donna Karan and DKNY compared to the same period in the prior year.

Gross profit was $347.7$250.4 million, or 64.9%45.2% of net sales, for the three months ended AprilJuly 30,31, 2026, compared to $246.5$250.5 million, or 42.2%40.8% of net sales, in the same period last year. The gross profit percentage in our wholesale operations segment was 63.8%43.3% in the three months ended AprilJuly 30,31, 2026 compared to 40.4%38.9% in the same period last year. The gross profit percentage in the current year period was positively impacted by a benefit of $102.7 million recognized in cost of goods sold related to the expected recovery of previously incurred IEEPA tariffs on inventory sold in the prior year. Excluding the impact of the IEEPA tariff benefit, the gross profit percentage in our wholesale operations segment was 43.8% for the three months ended April 30, 2026, which was positively impacted by price increases as well as a shift in product mix to owned brands in which we recognize higher gross profit percentages compared to licensed brands. Additionally, the gross profit percentage in the prior year period was negatively impacted by increased tariffs. The gross profit percentage in our retail operations segment was 48.0%50.6% for the three months ended AprilJuly 30,31, 2026 compared to 53.5%52.4% for the same period last year. The gross profit percentage in the current year period was negatively impacted by increased promotional activity.

Selling, general and administrative expenses increased to $255.3$231.4 million in the three months ended AprilJuly 30,31, 2026 from $231.5$226.8 million in the same period last year. Selling, general and administrative expenses of our wholesale operations segment increased to $234.4$210.4 million in the three months ended July 31, 2026 from $209.7$205.9 million in the comparable period last year. The increase in expenses was primarily due to increases of (i) $17.3$6.3 million in compensation expenses, primarily due to an increase in incentive compensation and share-based compensation expense and (ii) $6.4 million inclusive of professional fees related to our strategic joint venture to acquire the Marc Jacobs operating business as well as legal fees related to other matters.matters and (ii) $5.1 million in compensation expenses, primarily due to an increase in salaries and share-based compensation expense. These increases were partially offset by a decrease of $6.9 million in third-party warehouse expenses resulting from shipping fewer units of inventory. Selling, general and administrative expenses of our retail operations segment decreasedwere $21.0 million in the three months ended July 31, 2026 compared to $20.9 million from $21.8 million in the comparablesame period last year.

Depreciation and amortization was $7.2$8.2 million for the three months ended AprilJuly 30,31, 2026 compared to $6.6$7.3 million in the same period last year.

Other loss was $0.8$2.7 million in the three months ended AprilJuly 30,31, 2026 compared to other incomeloss of $3.5$0.7 million in the same period last year. Other loss in the current period consisted of $0.8$0.9 million of foreign currency loss during the current year period compared to $1.9$1.3 million of foreign currency income in the same period last year. Our foreign currency income and losses are primarily related to the euro. Additionally, other loss in the current period consisted of a nominal$2.4 million loss from unconsolidated affiliates during the current year period compared to $1.6$2.0 million of incomelosses from unconsolidated affiliates in the same period last year.

Interest and financing charges, net, for the three months ended AprilJuly 30,31, 2026 resulted in income of $1.2$6.0 million compared to expenseincome of $0.5$0.3 million in the same period last year. The decreaseincrease in interest and financing chargesincome was primarily due to $4.2 million of interest income received from refunded IEEPA tariffs and a $1.2$1.3 million increase in investment income from having a larger cash position in the current period compared to the prior year’s period.

Income tax expensebenefit was $19.1$6.1 million for the three months ended AprilJuly 30,31, 2026 compared to $3.7income tax expense of $5.0 million for the same period last year. OurWe recognized a negative effective tax rate decreasedof to 22.3%43.5% in the current year’s quarter fromcompared 32.4%to a positive effective tax rate of 31.2% in last year’s comparable quarter. The lowernegative effective tax rate in the current year period was driven by discrete items in the quarter, principally the anticipatedrelease tariffof refund,a valuation allowance related to prior year impairments that werehave taxedbeen atdetermined ato lowerbe rate.deductible for tax purposes.

As of AprilJuly 30,31, 2026, we had cash and cash equivalents of $394.2$529.2 million and availability under our revolving credit facility of approximately $425.0$470.0 million. As of AprilJuly 30,31, 2026, we were in compliance with all covenants under our revolving credit facility.

On MayAugust 26,18, 2026, our Board of Directors declared a cash dividend of $0.10 per share. The dividend will be paid on JulySeptember 8,29, 2026 to all stockholders of record as of JuneSeptember 22,15, 2026.

Tariff Refund Receivable

Amounts available under the Third ABL Credit Agreement are subject to borrowing base formulas and overadvances as specified in the Third ABL Credit Agreement. Borrowings bear interest, at the Borrowers’ option, at Adjusted Term Secured Overnight Financing Rate (“SOFR”) plus a margin of 1.50% to 2.00%, or the alternate base rate plus a margin of 0.50% to 1.00% (defined as the greatest of (i) the “prime rate” of JPMorgan Chase Bank, N.A. from time to time, (ii) the federal funds rate plus 0.5% and (iii) SOFR for a borrowing with an interest period of one month plus 1.00%), with the applicable margin determined based on the Borrowers’ average daily availability under the Third ABL Credit Agreement. The Third ABL Credit Agreement is secured by specified assets of the Borrowers and the Guarantors. As of AprilJuly 30,31, 2026, interest under the Third ABL Credit Agreement was being paid at an average rate of 7.25% per annum.

The Third ABL Credit Agreement contains covenants that, among other things, restrict our ability to, subject to specified exceptions, incur additional debt; incur liens; sell or dispose of certain assets; merge with other companies; liquidate or dissolve the Company; acquire other companies; make loans, advances, or guarantees; and make certain investments. In certain circumstances, the revolving credit facility also requires us to maintain a fixed charge coverage ratio, as defined in the agreement, not less than 1.00 to 1.00 for each period of twelve consecutive fiscal months. As of AprilJuly 30,31, 2026, we were in compliance with these covenants.

As of AprilJuly 30,31, 2026, we had no borrowings outstanding under the Third ABL Credit Agreement. The Third ABL Credit Agreement also includes amounts available for letters of credit. As of AprilJuly 30,31, 2026, there were no outstanding trade letters of credit and $2.4$2.5 million of standby letters of credit.

We have a total of $6.3 million in debt issuance costs related to our Third ABL Credit Agreement. As permitted under ASC 835, the debt issuance costs have been deferred and are presented as an asset which is amortized ratably over the term of the Third ABL Credit Agreement. Total debt issuance costs, net of amortization, were $3.9$3.6 million, $5.1$4.8 million and $4.2 million as of AprilJuly 30,31, 2026, AprilJuly 30,31, 2025 and January 31, 2026, respectively.

Several of the Company’s foreign entities borrow funds under various unsecured loans of which a portion is to provide funding for operations in the normal course of business. In the aggregate, the Company is currently required to make quarterly installment payments of principal in the amount of €0.8 million under these loans. Interest on the outstanding principal amount of the unsecured loans accrues at a fixed rate equal to 0% to 5.0% per annum, payable on either a quarterly or monthly basis. As of AprilJuly 30,31, 2026, we had an aggregate outstanding balance of €2.31.9 million ($2.7$2.2 million) under these various unsecured loans.

Certain of our foreign entities entered into overdraft facilities that allow for applicable bank accounts to be in a negative position up to a certain maximum overdraft. These uncommitted overdraft facilities with HSBC Bank allow for an aggregate maximum overdraft of €10 million. Interest on drawn balances accrues at a rate equal to the EURIBOR plus a margin of 1.75% per annum, payable quarterly. The facility may be cancelled at any time by us or HSBC Bank. Certain of our foreign entities have also entered into several state backed overdraft facilities with UBS Bank in Switzerland for an aggregate of CHF 4.7 million at varying interest rates of 0% to 0.5%. As of AprilJuly 30,31, 2026, we had an aggregate outstanding balance of €7.00.9 million ($8.1$1.0 million) under these various facilities.

KLH has a credit agreement with ABN AMRO Bank N.V. with a credit limit of €15.0 million which is secured by specified assets of KLH. Borrowings bear interest at the EURIBOR plus a margin of 1.7%. A subsidiary of Vilebrequin has a credit agreement with CIC Bank with a credit limit of €5.0 million. Borrowings bear interest at the Euro Short-Term Rate plus a margin of 1.75%. As of AprilJuly 30,31, 2026, we had an aggregate outstanding balance of €4.0 million ($4.6 million) in borrowings outstanding under these credit facilities.

We had no borrowings outstanding under our Third ABL Credit Agreement at AprilJuly 30,31, 2026 and 2025, respectively. Our contingent liability under open letters of credit was approximately $2.4$2.5 million and $2.6$3.3 million at AprilJuly 30,31, 2026 and 2025, respectively. We had an aggregate of €2.31.9 million ($2.7$2.2 million) and €4.94.4 million ($5.3$5.2 million) outstanding under our various unsecured loans as of AprilJuly 30,31, 2026 and 2025, respectively. We had €7.00.9 million ($8.1$1.0 million) and €7.43.5 million ($8.0$4.1 million) outstanding under our overdraft facilities as of AprilJuly 30,31, 2026 and 2025, respectively. We had €4.0 million ($4.6 million) and €5.05.3 million ($5.4$6.2 million) outstanding under our foreign credit facilities as of AprilJuly 30,31, 2026 and 2025, respectively.

We have a voluntary supply chain finance program (the “SCF Program”) administered through a third-party platform. Our payment obligations confirmed under the SCF Program are due to a financial intermediary that will remit payment to our suppliers. The SCF Program also provides participating suppliers with the option to sell their receivables due from us, at their sole discretion, to a third-party financial institution at terms negotiated between the supplier and the financial institution. We are not a party to the agreements between the suppliers and the financial institution and have no economic interest in a supplier’s decision to sell a receivable. Our payment obligations to our suppliers, including the amounts due and payment terms, which generally do not exceed 75 days, are not impacted by a suppliers’supplier’s participation in the SCF Program. See Note 8 – “Supply Chain Finance Program” in the Notes to Condensed Consolidated Financial Statements for further discussion of the SCF Program.

In April 2026, our Board of Directors authorized an increase in the number of shares covered by our share repurchase program to an aggregate amount of 10,000,000 shares. Pursuant to this program, during the six months ended July 31, 2026, we acquired 236,724 shares of our common stock for an aggregate purchase price of $7.9 million, excluding excise tax. The timing and actual number of shares repurchased, if any, will depend on a number of factors, including market conditions and prevailing stock prices, and are subject to compliance with certain covenants contained in our loan agreement. Share repurchases may take place on the open market, in privately negotiated transactions or by other means, and would be made in accordance with applicable securities laws. No shares were repurchased during the three months ended April 30, 2026. As of AprilJuly 30,31, 2026, we had remaining 10,000,0009,763,276 shares remaining that are authorized for purchase under this program. As of JuneSeptember 3, 2026, we had 42,190,57342,876,508 shares of common stock outstanding.

We usedgenerated $2.0$178.7 million in cash from operating activities during the threesix months ended AprilJuly 30,31, 2026, representing aan decreaseincrease of $95.8$9.9 million from $93.8$168.9 million of cash generated from operating activities during the threesix months ended AprilJuly 30,31, 2025. This decreaseincrease iswas primarily driven by changes in operating assets and liabilities of $158.8 million, partially offset by an increase in our net income of $58.8$68.0 million, which includes the $126.4 million reduction in cost of goods sold and $4.2 million of interest income related to the IEEPA tariff refund, partially offset by a change in operating assets and liabilities of $53.2 million. The $158.8$53.2 million decrease in changes in operating assetassets and liabilities balances was primarily driven by the following: