08/20/2026 | Press release | Distributed by Public on 08/20/2026 14:35
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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GOLDFARB MORRIS C/O G-III APPAREL GROUP, LTD. 512 SEVENTH AVENUE NEW YORK, NY 10018 |
X | CEO | ||
| /s/ Morris Goldfarb | 08/20/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Reflects vesting of Performance Stock Units ("PSUs") granted on August 9, 2023 and October 17, 2023, representing a target award of 700,000 shares of G-III Apparel Group, Ltd. (the "Company") common stock, subject to satisfaction of one of two stock price performance conditions during the performance period from August 9, 2023 through August 9, 2026, as adjusted by a total shareholder return ("TSR") modifier providing for a maximum 20% upward or downward adjustment based on the Company's TSR relative to the TSR of certain comparator companies during the performance period. On August 18, 2026, the Compensation Committee certified that one of the stock price performance conditions was achieved, resulting in the target number of shares under the PSU being earned, and that application of the TSR modifier resulted in a 20% upward adjustment of the number of shares deliverable under the PSU, resulting in a total of 840,000 shares being earned under the PSUs. |
| (2) | Represents shares withheld to satisfy the Reporting Person's tax obligation in connection with the 840,000 shares earned under the PSUs described above. |