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

We do not have long-term agreements with any of our large wholesale customers and purchases generally occur on an order-by-order basis. A decision by any major customer, whether motivated by marketing strategy, competitive conditions, financial difficulties, perceptions of us or our brands, or otherwise, to decrease significantly the amount of merchandise purchased from us or our licensing or other partners, or to change their manner of doing business with us or our licensing or other partners for any reason, including due to store closures, reduced trafficconsumer andtraffic, changes in consumer spendingshopping trends,habits, or product delivery delays, could reduce substantially our revenue and materially adversely affect our profitability. During periods of weakened consumer spending and low consumer sentiment, whether due to inflation, recessionary fears, weakened buying power, price increases due to shortages, tariffs or other trade policies, or otherwise, our wholesale customers may be more cautious with orders or may slow investments necessary to maintain a high quality in-store experience for consumers, which may result in lower sales of our products.

•continue to maintain good working relationships with our brand licensees and enter into new, or renew or extend existing, license agreements and successfully transition licensed businesses in house, including our announcedin-process plan to bringdirectly in house over timeoperate a significant portion of the businesses for the product categories currentlythat andare previouslyor had been licensed to G-III, our largest licensee of both brands, andupon directlythe operateexpirations thoseof businessesthe underlying license agreements, with the remainder being re-licensed to other third parties; and

We cannot assure you that we can execute successfully any of these actions, nor can we assure you that the launch of any additional product lines or businesses by us or our licensees or that the continued offering of these lines will achieve the degree of consistent success necessary to generate profits or positive cash flow. Our ability to carry out our growth strategy successfully may be affected by, among other things, our ability to enhance our relationships with existing customers to obtain additional selling space or add additional product lines, our ability to develop new relationships with retailers, economicthe ability of our new licensees to maintain and improve upon prior sales levels of licensed product categories, competitive conditions, changes in consumer shopping and spending patterns (including due to economic conditions or price increases caused by shortages, increases in duties or tariffs, or other factors), and changes in consumer tastes and style trends. If we fail to continue to develop and grow our businesses, our financial condition and results of operations may be materially adversely affected.

In addition, brand value and reputation, and consumer patronage could diminish significantly due to numerous other factors, including consumer attitudes regarding social and political issues, consumer perceptions of our position on these issues, the positions taken by celebrities, athletes and others who promote our products (and our response to the same), a belief that we or our business partners have acted in an irresponsible or unacceptable manner,manner (including in respect of human rights events in our supply chain), or environmental impact or sustainability claims made in regard to products under our brands. Negative claims or publicity regarding the TOMMY HILFIGER or Calvin Klein brands, stores or products, including stores operated by business partners and licensed products, or regarding celebrities, athletes and others who promote our products, as well as our treatment of employees and customers, particularly when made on social media, which has the potential to rapidly accelerate the timing and reach of negative publicity, also could adversely affect the brands’ reputations and our sales even if the subject of such publicity is unverified or inaccurate and we seek to correct it.

Increased regulation and stakeholder scrutiny regarding our environmental,corporate social and governance (“ESG”)responsibility matters, could result in additional costs or risks and adversely impact our reputation.

There is a focus from certain consumers, investors, our associates and other stakeholders on ESGcorporate responsibility matters, which has led to increased pressure to expand our disclosures, ensure labor and other sustainability standards within our value chain, make and establish corporate responsibility goals, and take actions to meet them, which could expose us to regulatory, legal, market, operational and execution costs or risks. The emergence of legislation and regulation regarding marketing of goods, business practices, and public reporting and disclosures related to issues under the ESGcorporate umbrella,responsibility umbrella in various jurisdictions, including but not limited to, the European Union’sUnion, Corporatethe SustainabilityUnited ReportingKingdom, DirectiveCanada, Australia and Corporatevarious SustainabilityU.S.-state-level Due Diligence Directive,regulations, could also lead to risks associated with non-compliance. We seek to comply with all applicable laws, rules and regulations and have established focus areas and targets under our corporate responsibility strategy in respect to many ESG measures, including in regard to greenhouse gas emissions, water usage and usage of more environmentally preferred materials and packaging, and human rights. There can be no assurance that we can achieve compliance without significant impact on our business or results of operations or that our stakeholders will agree with our strategy or that we will be successful in achieving our goals. This could result in our inability to achieve our targets or comply with ESG reporting regulations. In addition, we could be criticized by stakeholders, regulators, or other interested parties for the scope or nature of our ESGcorporate responsibility initiatives or goals or for any revisions to these goals, including negative responses by governmental actors (such as anti-ESGanti-sustainability legislation or retaliatory legislative treatment) or consumers (such as boycotts or negative publicity campaigns). Any of these occurrences could adversely affect our reputation and the reputation of our brands, sales and demand for our products, retention of our associates, willingness of our suppliers to do business with us, and investor interest in our securities.

Our operating model simplification and cost-saving initiativeinitiatives may not generate the intended benefits or attain the projected cost savings we anticipate.

We have embarked onand amay multi-year initiativecontinue to simplifyembark ouron operating model by centralizing certain processes and improving systems and automationinitiatives to drive more efficient and cost-effective ways of working across the organization, throughsuch four main pillars: (i) delivering a single global technology stack, (ii) redesigningas our global distribution network, (iii) reengineering the operating model in Europe, and (iv) streamlining and optimizing our support functions globally (referred to as “Growth Driver 5 Actions and 2022 cost savings initiative described in Note 17, “Exit Activity Costs,”). in the Notes to Consolidated Financial Statements included in Item 8 of this report. Our ability to realize anticipated benefits and cost savings from thisthese initiativeinitiatives are subject to many estimates and assumptions, which may change during implementation and execution. In addition, there can be no assurance regarding the timing of or extent to which we will realize the anticipated cost savings, if at all.savings. We may also face disruptions to our business or operations as we execute on the initiative.initiatives.

Growing digital revenue, both with respect to our direct-to-consumer businesses and our wholesale business (i.e., sales to pure play and digital commerce businesses of traditional retailers), continues to be a focus for us, representing approximately 20% of our total revenue during 2024.2025. Our success depends, in part, on third parties and factors over which we have limited control, including changing consumer preferences and buying trends relating to digital commerce usage and promotional or other advertising initiatives employed by our wholesale customers or other third parties on their digital commerce sites. Any failure on our part, or on the part of our digital partners, to provide digital commerce platforms that attract consumers, build our brands, provide a satisfactory consumer purchasing experience and result in repeat consumer purchases could result in diminished brand image, relevance and loyalty, and lost revenue. Additionally, as online channels continue to grow in importance, the failure to attract new and existing consumers to our digital commerce channels and those operated by our wholesale partners and franchisees,franchisees will adversely affect our financial condition and results of operations.

The success of our digital strategy depends, in part, on consumer satisfaction, including timely receipt of orders. Fulfillment of these orders requires different logistics operations than for our retail store and wholesale customer operations. We need adequate capacity, systems and operations to sustain and support the continued growth in our digital commerce businesses. If we encounter difficulties with our operation of our directly operated distribution facilities or in our relationships with the third parties who operate our other distribution facilities, or if any such facilities were to shut down or be limited in capacity for any reason, including as a result of fire or other casualty, natural disaster, systems disruption (including as a result of ransomware and other cybersecurity attacks), labor shortage or other interruption, including as a result of epidemics and other health-related concerns (such as had occurred during the COVID-19 pandemic), or if there is a significant increase in demand for shipping capacity (as was the case in 2021 and through the first half of 2022 due to the pandemic), we may experience (and, due to these factors in the past, have experienced) disruption or delay in distributing our products to our consumers, which could result in consumer dissatisfaction and lost sales. Additionally, in the event of any of the foregoing, we may incur higher costs than anticipated to ensure smooth and timely operation. Any of the foregoing could have an adverse effect on the reputation of our brands and our revenue and results of operations.

Economic conditions in the past have adversely affected, and in the future may adversely affect, our business, our customers and licensees and their businesses, and our financing and contractual arrangements, as a result of, among other factors, pandemics, inflationary pressures and other macroeconomic pressures, highsuch as tariffs imposed and threatened in 2025 and 2026 on goods imported into the United States, elevated interest rates, recessionthe fears,risk of recession, the war in Ukraine and the Israel-Hamasconflict war,in the Middle East and theits attacksbroader onmacroeconomic commercialimplications, shippingand vesselsdisruptions that have been occurring in the Red Sea. Such conditions, amongst other things, have resulted, and in the future may result, in financial difficulties leading to restructurings, bankruptcies, liquidations and other unfavorable events for our customers and licensees, may cause customers to reduce or discontinue orders of our products and licensed products sold by our licensees, and may result in customers being unable to pay us for products they have purchased from us and licensees being unable to pay us royalties owed to us. Financial difficulties of business partners also may affect their ability to access credit markets or lead to higher credit risk relating to receivables from them.

Volatility in the financial and credit markets due, in part, to inflationary pressures or other macroeconomic or geopolitical factors, could also make it more difficult or expensive for us to obtain financing or refinance existing debt when the need arises, or on terms that would be acceptable to us. We have $500senior unsecured term loans (€408 million inoutstanding as of the end of 2025) and senior unsecured notes (€600.0 million principal amount) coming due in July 20252027 that will need to be paid or refinanced.

Our apparel, footwear and accessories are produced by and purchased or procured from independent manufacturers in overapproximately 30 countries, with most being located in Asia. Although no single supplier or country is or is expected to become critical to our production needs, any of the following could materially and adversely affect our ability to produce or deliver our products and, as a result, have a material adverse effect on our business, financial condition and results of operations:

•a significant increase in wage, freight, shipping and other logistics costs, including as a result of disruption at ports of entry, which could result in increased freight and other logistics costs;

There continues to be uncertainty in the current global trade environment due to recent changes in, and proposals and declared intentions to change trade policy, including trade restrictions, the negotiation, renegotiation or termination of trade agreements, and the imposition of new tariffs or increases in existing tariffs on imports into the affected countries. Tariffs and other changes in trade policy have triggered in the past, are currently triggering and could continue to trigger retaliatory actions by affected countries, including through the use of counter tariffs and other measures, which could result in a higher cost or restrictions on the importation of the products we sell. We continuously look for alternative sourcing options, but we may not be able to shift timely, if at all, production from a country when new or increased duties, tariffs, taxes or other charges are imposed. In addition, higher costs in sourcing from other countries, including because others in the industry are looking to move production for the same reason, may make the move price-prohibitive. We may not be able to pass the entire cost increase resulting from tariffs, duties, taxes or other expenses onto consumers or could choose not to. Any increase in prices to consumers could have an adverse impact on our direct sales to consumers, as well as sales by our wholesale customers and our licensees. Any adverse impact on such sales or increase in our cost of goods sold could have a material adverse effect on our business and results of operations.

Various actions by the United States Government, including SDN designations, have prohibited or limited the business that companies like us and, in many cases, our business partners, can conduct with numerous individuals, companies and entities, or where we or they can produce or sell products under our brands, whether directly or indirectly. These and other U.S. government actions, such as the enforcement of the Uyghur Forced Labor Prevention Act and the issuance of WROs, have affected and could continue to affect the sourcing and availability of raw materials used by our suppliers in the manufacturing of certain of our products and our importation of goods into the United States and elsewhere. These and related matters also have been subject to significant scrutiny in China, the United States and elsewhere, resulting in criticism against multinational companies, including us, as discussed in the risk factor entitled “China’s Ministry of Commerce (“MOFCOM”) conducted an investigation into our business which resulted in PVH Corp. being placed on the List of Unreliable Entities (“UEL”) and could result in fines or restrictions on our ability to do business in China, which could have a material adverse effect on our revenue and results of operations.” As a consequence, these matters (and matters like them) have the potential to affect our revenue, our results of operations and the reputation of our brands and us. In addition, while we make efforts to confirm that SDNs, people and materials covered by WROs, and other sanctioned entities, people and materials are not present in our supply chain, we could be subject to penalties, fines or sanctions (including on a strict liability basis) if any of the vendors from which we purchase goods is found to have dealings, directly or indirectly, with SDNs or other sanctioned persons or in banned materials.

An additional risk that is related to the foreign production of goods is in regard to the transportation of goods from such foreign locations. Strikes, work slowdowns and stoppages and other actions at ports of shipment and entry could slow or stop the inflow of goods. Additionally, shipments are threatened by piracy, military actions and terrorism on shipping routes (like the attacksdisruptions onthat commercialhave shippingbeen vesselsoccurring in the Red Sea), and similar actions. The impact of these conditions could be the same as described in the risk factor entitled “We depend on third parties to manufacture our products and any disruption in our relationships with these parties or in their businesses may materially adversely affect our business.”

Reduced consumer traffic and purchasing, whether in our own retail stores or the stores operated by our business partners, could have a material adverse effect on our financial condition, results of operations and cash flows. Reductions could result from economic conditions, fuel shortages, increased fuel prices, travel restrictions, travel concerns and other circumstances, including adverse weather conditions, such as droughts and extreme heat, natural disasters, terrorist attacks or the perceived threat of terrorist attacks. Disease epidemics and other health-related concerns, such as the COVID-19 pandemic, also could result in (and, in the case of the pandemic, did result in) closed stores, reduced consumer traffic and purchasing, as consumers become ill or limit or cease shopping in order to avoid exposure, or governments impose mandatory business closures, travel restrictions, vaccine mandates or the like to prevent the spread of disease. War, such as the current war in UkraineConflicts and the Israel-Hamas war,wars, or the perceived threat of war, also could result in (and, in the case of the war in Ukraine and the Israel-Hamasconflict war,in the Middle East has resulted in and the Israel-Hamas war did result in) closed stores (both those operated by us and/or by our business partners), and reduced consumer traffic and purchasing. Inflation, recessionary fears, and price increases due to shortages, tariffs or other trade policies, could result in weakened consumer spending and lower consumer sentiment, which may result in lower sales of our products. Additionally, political or civil unrest and demonstrations also could affect consumer traffic and purchasing.

Our U.S. retail store operations are a material contributor to our revenue. The majority of our United States stores are located away from major residential centers or near vacation destinations, making travel and tourism a critical factor in their success. These retail businesses historically also have had a significant portion of their revenue attributable to sales to international tourists and, as such, have been negatively affected by the decrease in international tourists traveling to the United States. In addition to the factors discussed above, international tourism to the United States could be reduced, as could the extent to which international tourists shop at our stores, during times of a strengthening United States dollar, particularly against the euro, the BrazilianJapanese real,yen, the Korean won, the British pound, the Australian dollar, the Canadian dollar, the Mexican peso, the KoreanBrazilian wonreal and the Chinese yuan. Reductions in international tourist traffic and spending have had, and in the future may have, a material adverse effect on our financial condition and results of operations.

We require our suppliers, licensees and other business partners, and the suppliers used by our licensees, to operate in compliance with international labor standards and applicable laws, rules and regulations regarding working conditions, employment practices and environmental compliance. Additionally, we impose upon our business partners operating guidelines that require additional obligations in order to promote ethical business practices. We require that third parties audit the operations of these independent parties to determine compliance. However, we do not oversee the entirety of the operations and supply chains utilized by our business partners and our licensees, including with respect to their labor, manufacturing and other business practices in their supply chains. Our industry has experienced and we have been impacted by increased regulation and enforcement, in particular in regards to concerns around forced labor in supply chains. These trends are expected to continue, especially through action in the countries where we sell most of our products.

Our business is susceptible to risks associated by some parties with climate change and environmental degradation, including potential disruptions to our supply chain and impacts on the availability and costs of raw materials. Extreme heat as well as increased frequency and severity of adverse weather events (such as storms and floods) due to climate change could cause increased incidence of disruption to the production and distribution of our products, an adverse impact on consumer demand and spending, and/or more frequent store closures and/or lost sales as customers prioritize basic needs. Our supply chain is also exposed to risks associated with water, including drought and water scarcity, which could impact raw materials sourcing, manufacturing processes, and workers and communities. In addition, evolving climate-related legislation and disclosure requirements, and the potential for more, coupled with carbon taxes and fluctuating costs of sourcing renewable energy, may also increase our compliance costs.costs and operational complexity, including implementation of new information technology systems and the development of controls and processes to ensure completeness and accuracy of the reported data. Certain of our wholesale customers have also begun to establish sourcing requirements related to sustainability. As a result, we have received requests for sustainability related information about our products and, in some cases, customers have required that certain of our products include sustainable materials or packaging, which may result in higher raw material and production costs. Our inability to comply with these and other sustainability requirements in the future could adversely affect sales of and demand for our products. Further, certain online sellers of our products have begun to identify to consumers and help consumers limit purchases to product the sellers identify as being more sustainable. Our failure to offer products that meet these sustainability standards could result in decreased demand for our products and lost sales.

Volatility in the availability and prices for commodities and raw materials we use in our products (such as cotton) and inflationary and other macroeconomic pressures, including, for example, the increased air freight costs we experienced beginning in the second half of 2021 and into 2022 and the increased costs of labor,labor and raw materials and ocean freight we experienced in 2022 and the first half of 2023,2023 and the new and additional tariffs on goods imported into the United States that took effect beginning in the second quarter of 2025, have resulted in increased pricing pressures and, in turn, pressure on our margins. Inflationary pressuresWe have continuedimplemented in the past, and in the future may seek to put pressure on our margins in 2024, although to a lesser extent than in 2023. We implementedimplement price increases in certain regions and for certain product categories during 2022 to mitigate the higher costs.costs However,but such actions have not always fully mitigated and, in the future, we may not be able to implement price increases that fully mitigatemitigate, the impact of any higher costscosts. that may occur andFurther, any such price increases could have an adverse impact on consumer demand for our products. In addition, consumer spending has been, and may continue to be, negatively impacted by reduced earnings power resulting from theinflationary currentand inflationaryother macroeconomic pressures, which has resulted, and may continue to result in, lower sales of our products, increased inventories, order cancellations, higher discounts, pricing pressure, higher inventory levels industry-wide, and lower gross margins.

We may not be successful in thedirectly takebackoperating ofpreviously licensed businesses.

We have announced plans,that andwe inwill theallow future may pursue further opportunities, to increase direct managementcertain of our licenses for our Calvin Klein and TOMMY HILFIGER brands throughto takebacksexpire in order to increase our management and oversight of the licensed businesses. Currently,We we aremay in the processfuture ofacquire bringinglicensed inbusinesses houseor allow other licensed rights to expire for the same or similar reasons. We have been directly operating a significant portion of the businesses for the Calvin Klein and TOMMY HILFIGER product categories currentlypreviously licensed to G-III in the United States and CanadaCanada, and we intend to G-IIIcontinue to directly operate a significant portion of these businesses as the license agreements expire over time,expire, through 2027.2026, with the remainder being re-licensed to other third parties.

The integration of previously licensed businesses may be complex, costly and time-consuming. We may have difficulty, or may not succeed, in growing or even maintaining the businesses compared to prior performance, integrating the businesses into our operations, hiring qualified employees needed to operate the businesses, or otherwise managing the previously licensed businesses. Furthermore, we may incur higher than expected costs to bring previously licensed businesses in house and/or to operate these businesses. As such, licenseoperating takebackspreviously licensed businesses may not achieve the intended benefits to our overall growth strategy, our brands and results of operations, and our overall profitability may decline to the extent we are unable to operate these businesses at the same level of earnings that we realized when they were licensed businesses.

The operating profit associated withof our royalty,Licensing advertising and other revenuesegment is significant because the operating expenses directly associated with administering and monitoring an individual licensing or similar agreement are minimal. Therefore, the loss of a significant licensee, whether due to the termination or expiration of the relationship, the cessation of the licensee’s operations or otherwise (including as a result of financial difficulties of the licensee), without an equivalent replacement, or a significant decline in our licensees’ sales could materially impact our profitability. Although the licensing model can be highly profitable, we are planning to, and in the future may pursue further opportunities to, increase direct management of our Calvin Klein and TOMMY HILFIGER brands through takebacks of licensed businesses. Please see the Risk Factor below entitled “We may not be successful in thedirectly take-backoperating ofpreviously licensed businesses.”

While we generally have significant controlapproval rights over our licensees’ products and advertising, we rely on them for, among other things, operational and financial controls over their businesses. Our licensees’ failure to successfully market licensed products or our inability to replacefind ourreplacements for existing licensees once their respective licensing agreements end or are terminated could materially and adversely affect our revenue both directly from reduced royalty, advertising and otherlicensing revenue received and indirectly from reduced sales of our other products. Risks are also associated with our licensees’ ability to obtain capital, execute their business plans, timely deliver quality products, manage their labor relations, maintain relationships with their suppliers, manage their credit risk effectively and maintain relationships with their customers.

•appropriately pricing products and creating an acceptable value proposition for customers, including increasing prices to mitigate inflationary pressures (as we did in certain regions and for certain product categories beginning induring 2022) while minimizing the risks of dampening consumer demand;

•establishing notable and effective relationships with actors, athletes, musicians, celebrities, social media influencers and others on a global, regional and local basis to promote our brands and products; and

•effectively utilizing data and technologytechnology, including the successful utilization of artificial intelligence, to achieve and exploit the foregoing.

InternalEffective internal controls related to the operation of technology systems are critical to maintaining adequatethe internalaccuracy controlof overour financial reporting.reporting Asand discloseddisclosures. We reported in Management’s Report on Internal Control over Financial Reporting included in Part II. Item 9A. Controls and Procedures of thisour Annual Report on Form 10-K,10-K managementas identifiedof February 2, 2025, a material weakness in internal control related to ineffective ITGCsinformation technology general controls in the area of user access management over our enterprise resource planning system and the related systems in our Europe, the Middle East and Africa region. As a result, management concluded that our internal control over financial reporting was not effective as of February 2, 2025. We have been implementing and continue to implement measures designed to ensure that control deficiencies contributing toWhile the material weakness arehas remediatedbeen such that these controls are designed, implemented and operating effectively. Whileremediated, there can be no assuranceassurances that ourother effortsdeficiencies will benot successful, we plancome to remediatemanagement’s attention in the materialfuture weaknessthat expeditiously.could Theselead measures will result into additional technology,material payroll and other expenses.weaknesses. If we are unable to remediate the material weakness, or are otherwise unable to maintain effective internal control over financial reporting or disclosure controls and procedures, it could adversely affect our ability to accurately report our financial results, resulting in material misstatements in our financial statements or causing us to fail to meet our reporting obligations, which could subject us to litigation or investigations requiring management resources and payment of legal and other expenses, negatively affect investor confidence in our financial statements and adversely impact our stock price.

Disruption or volatility in the financial and credit markets, including as a result of macroeconomic pressures and/or geopolitical events, could limit the availability of funds or the ability or willingness of financial institutions to extend capital to us in the future. In addition, our ability to access financial and credit markets in the future as a source of funding, and the borrowing costs associated with such financing, is dependent upon our financial performance, outlook and credit rating.

Our results of operations will be unfavorably impacted by foreign currency translation during times of a strengthening United States dollar, particularly against the euro, the Australian dollar, the Japanese yen, the Korean won, the British pound, the Australian dollar, the Canadian dollar, the Mexican peso, the Brazilian real and the Chinese yuan, and favorably impacted during times of a weakening United States dollar against those currencies. There also is a transactional impact of foreign exchange because ourwe have foreign subsidiaries that purchase inventory in a currency other than their functional currency. We currently use and plan to continue to use foreign currency forward contracts to mitigate the cash flow or market risks associated with these inventory transactions, but we are unable to eliminate these risks entirely.

We had outstanding as of February 2,1, 20252026 an aggregate principal amount of $2.099$2.316 billion of indebtedness, of which $500senior unsecured term loans (€408 million outstanding as of the end of 2025) and senior unsecured notes (€600 million principal amount) are coming due in 2025.2027. Our level of debt could have important consequences to investors, including:

We are required under our senior unsecured credit facilities to maintain a net leverage ratio below a maximum level. A prolonged disruption to our business may impact (and, in 2020, did impact) our ability to comply with this covenant. Non-compliance with this covenant would constitute an event of default under the terms of the facilities, which may result in an acceleration thereof, which in turn could trigger defaults under our other debt facilities.

Our inability to comply with the covenant may require us to seek (and, in 2020, we did receive for a one-year period) relief in the form of a waiver. Waivers often require payment of a fee and may lead to increased costs, increased interest rates, additional restrictive covenants, the granting of security interests and other lender protections, any of which could be significant. Furthermore, our ability to provide additional protections under the senior unsecured credit facilities will be limited by the restrictions under our other debt facilities. There can be no assurance that we would be able to obtain waivers in a timely manner, on terms acceptable to us, or at all. If we are not able to obtain a needed waiver, there can be no assurance that we would be able to raise sufficient capital, or divest assets, to refinance or repay such facilities.

InMacroeconomic and geopolitical factors that occurred during the thirdfirst quarter of 2022,2025 resulted in conjunctionsignificant withmarket volatility and a decrease in our 2022stock annualprice, which was determined to be a triggering event that required us to perform quantitative interim impairment tests for our goodwill and other indefinite-lived intangible assets as of the end of the first quarter of 2025. As a result of these interim impairment test,tests, we recorded $417$480 million of noncash impairment charges. The impairmentimpairments waswere non-operational and driven primarily by a significant increase in discount rates, as a result of then-current economic conditions. As of February 2,1, 2025,2026, we had $2.260$2.022 billion of goodwill and $3.021$3.096 billion of other intangible assets on our balance sheet, which together represented 48%44% of our total assets.

Our ability to manage and operate our business effectively depends significantly on information technology systems, including systems operated by third parties and us, systems that communicate with third parties, and website and mobile applications through which we communicate with our consumers and our employees. We process, transmit, store and maintain information about consumers, associates and other individuals, as well as business partners, in the ordinary course of business. This includes personally identifiable information protected under applicable laws, the processing of customers’ credit and debit card numbers, and reliance on systems maintained by third parties with whom we contract to provide payment processing. The failure of any system, website or application to operate effectively or any significant disruption thereto that may occur, including as a result of malicious actors, catastrophic events, natural disasters, or otherwise, could require significant remediation costs and adversely impact our operations. The growing integration of artificial intelligence into business systems raises concerns about data exposure and privacy risks. Additionally, malicious actors are using artificial intelligence to carry out more sophisticated social engineering attacks, increasing the potential for harm.

We utilize a risk-based, multi-layered information security approach based on the “NIST” (National Institute of Standards and Technology) Cybersecurity Framework version 2.0 to identify and address cybersecurity risks. We take measures to protect data and ensure that those who use our systems are aware of the importance of protecting our systems and data. These steps include implementing security standards, endpoint and network system security tools, associate training programs and security response and recovery procedures. To measure the effectiveness of our cybersecurity controls, we frequently perform phishing exercises, tabletop exercises and penetration tests. We also provide training throughout each year to all associates with access to our systems through online courses.courses, Mandatoryincluding global8 courses oncovering information security and data privacy wereand each12 conducted in 2024, as were 15phishing-related exercises/tests. We maintain an escalating discipline schedule for individual phishing test failures, including additional training, which would ultimately lead to the loss of access rights.training. We also administer specific training courses to the members of the Board of Directors, one of which is typically mandatory annually. In addition, to measure and assess compliance, our information security approach is subject to an annual assessment of its maturity, within the NIST Cybersecurity Framework, by an independent third party consultant.

We require third party providers who have access to our systems or receive personally identifiable information or other confidential data to take effective measures to protect data, but have no control over their efforts and are limited in our ability to assess their systems and processes. As a result, these third party providers also are a source of cybersecurity and other related risks for us. When third party service organizations process data that affects our financial statements, System and Organization Controls (SOC) 1 reports are obtained and evaluated annually. While we invest, and believe our service providers invest, considerable resources in protecting systems and information, including through the training of the people who have access to our systems and information, we all are still subject to security events, including but not limited to cybercrimes and cybersecurity attacks, such as those perpetrated by sophisticated and well-resourced bad actors attempting to disrupt operations or access or steal data. Security events may not be detected for an extended period of time, which could compound the scope and extent of the damage and problems. These security events could disrupt our business, severely damage our reputation and our relationship with vendors, customers and consumers, and expose us to risks of regulatory enforcement activity, litigation and liability. While we maintain insurance coverage, including cybersecurity insurance, it may be unavailable or insufficient to cover all losses or claims, and it does not remedy the reputational and future business impacts. Although we require third party providers with access to our systems and confidential information to have insurance coverage for any losses we may experience due to their work, the amount we can recover may not fully compensate us for any loss we experience.

We collect, use, store, and otherwise process or rely upon access to data, including personally identifiable information, of consumers, employees, and other individuals in the daily conduct of our business. There have been significant enactments and developments in the area of data privacy and cybersecurity laws and regulations, such as the General Data Protection Regulation in the European Union, the California Consumer Privacy Act/California Privacy Rights Act, and Personal Information Protection Law in China.China, and Personal Information Protection Act in South Korea . These laws and regulations have caused and could continue to cause us to change the way we operate, including in a less efficient manner, in order to comply with these laws. We have a global data privacy program and, as discussed above, have guidelines and a training program to ensure our associates understand the laws and how to collect, use and protect our confidential data (including personally identifiable information). However, our compliance efforts are not an assurance that we will not be the subject of regulatory or other legal actions. We could expend significant management and associate time and incur significant cost investigating and defending ourselves against the claims in any such matter, which matters also could result in us being the subject of significant fines, judgments or settlements. In addition, any such claim could give rise to significant reputational damages, whether or not we ultimately are successful in defending ourselves.

We generated revenue of $8.7$9.0 billion, $9.2$8.7 billion, and $9.0$9.2 billion in 2024,2025, 20232024 and 20222023 respectively, with over 70% of our revenue in 2025, 2024 and 2023, and over 65% of our revenue in 20222023 generated outside of the United States. Our global iconic lifestyle brands, TOMMY HILFIGER and Calvin Klein, together generated over 90%95% of our revenue during each of the2025 lastand three2024, years.and over 90% of our revenue during 2023.

In September 2024, MOFCOM announced that it had initiated an investigation into our business under the UEL Provisions. In October 2024, we submitted a written response to MOFCOM and, in December 2024, we submitted a supplementarysupplemental response. In January 2025, MOFCOM issued a preliminary finding that PVH Corp. had violated normal market trading principles and in February 2025, it announced its determination and placed PVH Corp. on the UEL. We do not know if or when MOFCOM will implement any measures as a result of the listing or what they will be if any are imposed. Approximately 6% and 20% of our revenue and income before interest and taxes,taxes (excluding goodwill and other intangible asset impairment charges recorded in 2025), respectively, were generated in China in 2024.each of 2024 and 2025. Furthermore, if, as a result of any such measures, it is necessary for us to cease certain or all operations in China, it may result in charges related to excess inventory and difficulty collecting trade receivables, among other things. We may also incur material non-cash impairment charges if we are unable to recover the carrying value of our goodwill, other indefinite-lived intangible assets and long-lived assets. Please see our risk factor “China’s Ministry of Commerce (“MOFCOM”) conducted an investigation into our business which resulted in PVH Corp. being placed on the List of Unreliable Entities (“UEL”) and could result in fines or restrictions on our ability to do business in China, which could have a material adverse effect on our revenue and results of operations” in Part I, Item 1A. Risk Factors of this report for additional information.

The following table summarizes our consolidated statements of operations in 2024,2025, 20232024 and 20222023:

Total revenue in 2024 was $8.653 billion incompared 2024,to $9.218 billion in 2023, and $9.024 billion in 2022.2023. The decrease in revenue of $565 million, or 6%, in 2024 compared to 2023 included (i) a 2% decline due to the Heritage Brands intimates transaction, (ii) a 1% decline from the 53rd week in 2023 and (iii) a 1% negative impact of foreign currency translation, with the following revenue changes in our segments:translation.

Please refer to Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended February 1, 2026 for a description of certain significant risks and uncertainties to which our business, financial condition and results of operations are subject. There have been no material changes to these risk factors as of MayAugust 3,2, 2026.

Inflation and other macroeconomic pressures, such as tariffs and the Middle East conflict (both discussed further below), elevated interest rates and the risk of recession, continue to create a complex and challenging retail environment globally. Macroeconomic factors are having, and mayare expected to continue to have, a negative impact on consumer demand for apparel and related products globally.

The conflict in the Middle East, which began in March 2026, has resulted in disruption and instability in global supply chains, increased fuel and oil costs, foreign currency volatility,volatility (particularly in the euro,euro), and continued volatility and uncertainty in global markets. These and other factors have had, and mayare expected to continue to have, broader macroeconomic implications that could have a significant impact on our business, including a decline in consumer spending and inventory availability. We are already seeing a broader impact from the conflict on consumer purchasing behavior in Turkey and the greater European region, including the effect of increased fuel prices, which is causing a decline in consumer traffic to stores and a more promotional environment. We have alsobeen started to experienceexperiencing an impact to wholesale demand in the direct Middle East region (excludingwhich excludes Turkey). Approximately 1% and 7% of our revenue and income before interest and taxes (excluding goodwill and other intangible asset impairment charges), respectively, were generated in the direct Middle East region (excludingwhich excludes Turkey) in 2025. We have also been seeing a broader impact from the conflict on consumer purchasing behavior in Turkey and the greater European region, which are significant markets for us, including the effect of increased fuel prices, which has been causing, and may continue to cause, a decline in consumer traffic to stores and a more promotional environment. The length, scope and intensity of the conflict remain uncertain. As a result, there continues to be significant uncertainty regarding the extent to which the conflict and its broader macroeconomic implications will impact our business, financial condition and results of operations for the remainder of 2026. Our 2026 outlook currently assumes estimated negative prolonged effects from the conflict in the Middle East and its broader macroeconomic pressures.

Beginning in the first quarter of 2025, the United States government announced additional tariffs on goods imported into the United States primarily under the International Emergency Economic Powers Act (“IEEPA”), with incremental tariffs on products imported from most countries and economic unions, and the potential for further increases and revisions or terminations to existing trade agreements. In response, some countries and economic unions announced retaliatory tariffs on United States exports and other trade restrictions.unions. In February 2026, the U.S. Supreme Court ruled that the IEEPA tariffs imposed were unconstitutional. In response to that decision, an executive order was issued imposing tariffs pursuant to Section 122 of the Trade Act of 1974 for 150 days,days effective on February 24, 2026, which subsequently expired on July 24, 2026. These tariffs are being challenged in court. On July 23, 2026, the Office of the U.S. Trade Representative took action under Section 301 of the Trade Act of 1974 and imposed new tariff rates ranging from 10% to 12.5% on most imports from certain countries. Additional investigations are being conducted under Section 301 and are expected to result in additional tariffs on goods we import into the United States.

In March 2026, the U.S. Court of International Trade directed U.S. Customs and Border Protection (“CBP”) to refund IEEPA tariffs that were previously collected, including applicable interest. CBP launched a tariff refund program in April 2026 to facilitate the refunds, and we submitted claims for IEEPA tariffs that havewe beenhad previously paid. We elected to apply a gain contingency model in accordance with ASC 450-30, “Gain Contingencies” to account for potential recoveries of previously paid tariffs under which a gain willwould not be recognized until realized or realizable. AsDuring the second quarter of May 3, 2026, we didreceived notthe recordcash a receivablerefunds related to potentialpreviously paid tariffs for all claims that we had submitted under the tariff refundsrefund as the amountprogram and timingwe recognized a benefit of any recoveries was uncertain. As of the date of this report, we have received $27$107 million in cash payments, plus interest, subsequent to the endcost of thegoods quarter.sold.

Further trade policy actions are unclear, including whether additional tariffs or other actions may be imposed, modified, or suspended. The Office of the U.S. Trade Representative has conducted and is conducting investigations under Section 301 of the Trade Act of 1974 that are expected to result in new tariffs being implemented in the second or third quarter of 2026. These factors have led to significant volatility and uncertainty in global markets. We continue to analyze the impact of incremental tariffs on our business and are taking steps to mitigate our tariff exposure to the extent possible. Mitigation strategies have included, and may continue to more significantly include, further sourcing optimization, negotiations with our vendors, internal efficiencies to drive cost savings, optimizing our discount strategies and pricing actions.

Our outlook assumescontinues to assume that the currenttariffs U.S.currently tariffin ratesplace onfor goods comingimported into the U.S.United States will continuehave through July 2026 and then rates will increase to an average that approximates the levels that were in place prior to the U.S. Supreme Court ruling. We currently expect an estimated neta negative impact on our full year 2026 gross profit relatedresulting to the negative impact of tariffs on goods coming into the United States includingfrom a grossfull impactyear blended tariff rate of approximately $195 million and a15%, partially offsettingoffset by the impact from planned mitigation actions. However, the duration, magnitude and scope of any additional tariffs are difficult to predict, along with the extent (if any) to which we will be able to offset the impact through our mitigation efforts. Our full year outlook also reflectsincludes an expectedthe benefit to cost of goods sold of approximately $100$107 million related to the tariff refunds, which are currently expected to berefunds recorded in the second quarter of 2026.2026 Thediscussed amount and timing of recovery remains uncertain and dependent on regulatory and administrative processes outside of our control.above.

•We completed the sale of our owned warehouse and distribution center located in Jonesville, NC on May 11, 2026, for net proceeds of $38 million. We will recordrecorded a pre-tax gainnoncash goodwill impairment charge of $25$439 million in the second quarter of 2026 in connectionconjunction with thean closinginterim ofgoodwill theimpairment transaction,test. whichThe representsimpairment thewas excessprimarily ofdue theto netchanges proceedsin overvaluation theassumptions carryingassociated valuewith ofgeopolitical theand assetsmacroeconomic on the date of the sale.factors. Please see Note 4,5, “AssetsGoodwill Heldand forOther Sale,Intangible Assets,” in the Notes to Consolidated Financial Statements included in Part I, Item I of this report for further discussion.

•We embarked on a multi-year initiative beginning in 2024 to simplify our operating model by centralizing certain processes and improving systems and automation to drive more efficient and cost-effective ways of working across the organization (the “Growth Driver 5 Actions”). The initiative has resulted in annualized cost savings of over $200$250 million, while continuing to make targeted investments to drive our strategic initiatives. While the actions to support this initiative were largely completed by the end of 2025, thereThere have been certain actions taken and additional actions that we plan to take under this initiative, on a limited basis, duringin 2026.2026, Such actions includeincluding the sale completed in the second quarter of 2026 of our owned warehouse and distribution center located in Jonesville, NC, as discussed above.NC. We recorded a pre-tax costsnet gain of $7$9 million during the firsttwenty-six quarterweeks ofended August 2, 2026 in connection with this initiativeinitiative, including (i) a gain of $25 million on the sale of a warehouse and distribution center (recorded in other gain) and (ii) $17 million of restructuring costs consisting principally of severance.severance (recorded in selling, general and administrative expenses). We recorded pre-tax costs of $93 million during 2025 in connection with this initiative consisting principally of severance. We expect additional actions in 2026, however the netThe impact of thesethe remaining actions we plan to take cannot be quantified at this time. Please see Note 14, “Exit Activity Costs,” in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this report for further discussion.

We extended in 2022 most of our licensing agreements with G-III Apparel Group, Ltd. for Calvin Klein and TOMMY HILFIGER in the United States and Canada, largely pertaining to the women’s apparel product categories sold at wholesale in North America. These agreements nowwere havegiven staggered expirationsexpirations, through 2026,with the first of which occurredoccurring at the end of calendar 2023.2023, the last occurring at the end of calendar 2026 and most being expired by the end of calendar 2025. We have been directly operating and managing a significant portion of the businesses for the previously licensed product categories, and we intend to continue to directly operate or manage a significant portion of these businesses as the license agreements expire,businesses, with the remainder re-licensed to other third parties. The expiration of these licenses and the transition of previously licensed women’s product categories in house resulted in a 1% net increase to our revenue and an approximately 50 basis point decline in our gross margin in 2025. In 2026, the transition of previously licensed product categories is expected to result in a less than an additional 1% net increase to our revenue and an additional approximately 50 basis point decline in our gross margin.

In September 2024, China’s Ministry of Commerce (“MOFCOM”) announced that it had initiated an investigation into our business under the Provisions of the List of Unreliable Entities (“UEL Provisions”). In October 2024, we submitted a written response to MOFCOM and, in December 2024, we submitted a supplemental response. In January 2025, MOFCOM issued a preliminary finding that PVH Corp. had violated normal market trading principles and in February 2025, it announced its determination and placed PVH Corp. on the List of Unreliable Entities (“UEL”). We do not know if or when MOFCOM will implement any measures as a result of the listing or what they will be if any are imposed. Approximately 6% and 20% of our revenue and income before interest and taxes (excluding goodwill and other intangible asset impairment charges), respectively, were generated in China in 2025. Furthermore, if, as a result of any such measures, it is necessary for us to cease certain or all operations in China, it may result in charges related to excess inventory and difficulty collecting trade receivables, among other things. We may also incur material non-cashnoncash impairment charges if we are unable to recover the carrying value of our indefinite-lived intangible assets and long-lived assets. Please see our risk factor “China’s Ministry of Commerce (“MOFCOM”) conducted an investigation into our business which resulted in PVH Corp. being placed on the List of Unreliable Entities (“UEL”) and could result in fines or restrictions on our ability to do business in China, which could have a material adverse effect on our revenue and results of operations” in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the fiscal year ended February 1, 2026 for additional information.

Due to the above seasonal factors, our results of operations for the thirteen and twenty-six weeks ended MayAugust 3,2, 2026 are not necessarily indicative of those for a full fiscal year.

Thirteen Weeks Ended MayAugust 3,2, 2026 Compared With Thirteen Weeks Ended MayAugust 4,3, 2025 The following table summarizes our consolidated statements of operations for the firstsecond quarter of 2026 compared to the prior year period:

Total revenue in the firstsecond quarter of 2026 was $2.025$2.097 billion compared to $1.984$2.167 billion in the firstsecond quarter of the prior year. The overall increasedecrease in revenue ofwas $42$70 million, or 2%,3%. included a positiveThe impact of $87 million, or 4%, related to foreign currency translation.translation was immaterial.

•Americas – Revenue decreased $6$4 million, or 1%, compared to the prior year period,period. includingThe a positive impact of $5 million, or 1%, related to foreign currency translation, as growthdecrease in the direct-to-consumer businessrevenue was more than offsetdriven by a decreasedecline in the wholesale business.business The decrease in wholesale revenue includedincluding (i) a decrease in the first quarter relateddue to the overall impact of a shift in the timing of wholesale shipmentsshipments, fromprimarily in the firstCalvin halfKlein of the yearbusiness, to the second half of this year as compared to the prior year period,period partially offset by (ii) an increase drivenassociated bywith the transition in-house of previously licensed TOMMY HILFIGER women’s product categoriescategories. Revenue in house.the direct-to-consumer business was up slightly compared to the prior year period, supported by growth in owned and operated digital commerce. The impact related to foreign currency translation was immaterial.

•APAC – Revenue increased $35$8 million, or 10%,3%, compared to the prior year period, including a positive impact of $15$5 million, or 4%,1%, related to foreign currency translation. Excluding the impact of foreign currency translation, the increase in revenue includedreflected an approximately 4% favorable impact from the timing of Lunar New Year, which occurred in the first quarter of 2026 but did not occur in the first quarter of 2025. An increase in revenuegrowth in the direct-to-consumer business was partially offset by a decrease in the wholesale business.

•Licensing – Revenue decreased $7$13 million, or 7%,13%, compared to the prior year period, primarilyperiod due to the license transitions in North America.America partially offset by growth in the ongoing licensing business.

•Calvin Klein – Revenue increaseddecreased 1%7% compared to the prior year period, includingwhich areflects an approximately 4% positivedecrease attributable to the impact of wholesale shipment timing in Americas as discussed above. The impact related to foreign currency impact.translation was immaterial.

•Direct-to-consumer – Revenue increasedwas 6%approximately flat compared to the prior year periodperiod. includingThe aimpact 4%related positiveto foreign currency impact.translation was immaterial.

◦Owned and operated retail stores – Revenue increaseddecreased 5%1% compared to the prior year period,period. includingRevenue agrowth 4%in positiveAPAC was more than offset by declines in EMEA and Americas. The impact related to foreign currency impact. Excluding the impact of foreign currency translation, revenue growth in Americas and APACtranslation was partially offset by a decline in EMEA.immaterial.

•Wholesale◦Owned and operated digital commerce – Revenue wasincreased flat4% compared to the prior year period, including a 5%1% positive foreign currency impact. Excluding the impact of foreign currency translation, revenue decreasedgrowth in allAmericas regions.and EMEA was partially offset by a decline in APAC.