Annual Report for Fiscal Year Ending January 31, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATION.

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Unless the context otherwise requires, "G-III," "Company," "us," "we" and "our" refer to G-III Apparel Group, Ltd. and its subsidiaries. References to fiscal years refer to the year ended or ending on January 31 of that year. For example, our fiscal year ending January 31, 2026 is referred to as "fiscal 2026."

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We consolidate the accounts of all of our wholly-owned and majority-owned subsidiaries. Fabco Holding B.V. ("Fabco"), a Dutch joint venture limited liability company, 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. All material intercompany balances and transactions have been eliminated.

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Karl Lagerfeld 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, certain other 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, certain other subsidiaries 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, 2026, the results of KLH, Vilebrequin, certain other subsidiaries and AWWG are included for the year ended December 31, 2025. Our retail operations segment uses a 52/53-week fiscal year. Our fiscal years ended January 31, 2026 and 2025 were both 52-week fiscal years 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 53^rd week of our retail operations segment were not material.

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The following presentation of management's discussion and analysis of our consolidated financial condition and results of operations should be read in conjunction with our financial statements, the accompanying notes and other financial information appearing elsewhere in this Report.

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A discussion with respect to a comparison of the results of operations of fiscal 2025 compared to the fiscal year ended January 31, 2024, other financial information related to fiscal 2024 and information with respect to Liquidity and Capital Resources at January 31, 2024 and for fiscal 2025 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, 2025.

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Overview

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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. We develop products 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 2026 being generated in the United States and internationally, respectively.

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Our owned brands include DKNY, Donna Karan, Karl Lagerfeld, Vilebrequin, Eliza J, Jessica Howard, Andrew Marc, G.H. 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, Champion, Converse, BCBG, French Connection, Starter and

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.

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Our products are sold through a cross section of leading retailers such as Macy's, Bloomingdales, Dillard's, Nordstrom, El Cortes Ingles, Kohl's, TJ Maxx, Marshall'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.

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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 and Wilsons Leather brands.

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We operate in fashion markets that are intensely competitive. Our ability to continuously evaluate and respond to changing consumer demands and tastes, across multiple market segments, distribution channels and geographic areas is critical to our success. Although our portfolio of brands is aimed at diversifying our risks in this regard, misjudging shifts in consumer preferences could have a negative effect on our business. Our continued success depends on our ability to design products that are accepted in the marketplace, source the manufacture of our products on a competitive basis and continue to diversify our product portfolio and the markets we serve.

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We believe that consumers prefer to buy brands they know, and we have continually sought to increase the portfolio of name brands we can offer through different tiers of retail distribution, for a wide array of products at a variety of price points. We have increased the portfolio of brands we offer through licenses, acquisitions and joint ventures. It is our objective to continue to expand our product offerings and we are continually discussing new licensing opportunities with brand owners and seeking to acquire established brands.

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Recent Developments

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License Agreements

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Effective February 2026, we entered into a license agreement with 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 an option to renew for an additional five-year term. The products produced under this license agreement are expected to be distributed in North America through our diversified distribution network, including premier department stores, digital channels, as well as other channels. First deliveries of our French Connection product began in February 2026 for Spring 2026. We believe that significant opportunity exists in the categories subject to this license agreement where we have strong expertise, and the products expected to be produced align with G-III's core competencies.

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Segments

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We report based on two segments: wholesale operations and retail operations.

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Our wholesale operations segment includes sales of products to retailers under owned, licensed and private label brands, as well as sales related to the Karl Lagerfeld and Vilebrequin businesses, including from retail stores operated by Vilebrequin and Karl Lagerfeld, other than sales of product under the Karl Lagerfeld Paris brand generated by our retail stores and digital sites. Wholesale revenues also include royalty revenues from license agreements related to our owned trademarks including DKNY, Donna Karan, Karl Lagerfeld, G.H. Bass, Andrew Marc, Vilebrequin and Sonia Rykiel in product categories we do not produce ourselves.

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Our retail operations segment consists primarily of direct sales to consumers through our company operated stores and product sales through our digital sites for the DKNY, Donna Karan, Karl Lagerfeld Paris, G.H. Bass and Wilsons Leather

brands. As of January 31, 2026, our retail operations segment consisted of 47 company operated stores for our DKNY and Karl Lagerfeld Paris brands, substantially all of which are operated as outlet stores in North America.

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Trends Affecting Our Business

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Tariffs

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Beginning in April 2025, the United States announced additional tariffs on goods imported into the United States, with incremental tariffs on products imported from many countries, including China, Vietnam and Bangladesh, and the potential for further increases and revisions or terminations to existing trade agreements. In response, some countries have announced, or are otherwise considering, retaliatory tariffs on United States exports and other trade restrictions. These actions have led to significant volatility and uncertainty in global markets. During fiscal 2026, approximately 71.6% of our product was sourced from China, Vietnam and Bangladesh.

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Additional tariffs imposed on imports are causing importers to shift production to lower tariff territories if possible, impacting the importers' ability to plan production schedules and securing capacity with its ocean carriers. The recent changes to tariffs are increasing costs for importers, impacting demand and affecting ocean container shipping due to limited alternatives for moving goods.

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In February 2026, the Supreme Court of the United States ruled against the current administration's use of the International Emergency Economic Powers Act to impose certain tariffs levied in 2025. We have taken action to preserve our rights, but the availability, timing and amount of any potential refunds remains uncertain and subject to further legal, regulatory and administrative actions. The administration also announced a new global tariff of 10% effective February 24, 2026, under a different statute (Section 122 Trade Act of 1974) which will expire in 150 days unless renewed by Congress.

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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.

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Industry Trends

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Significant trends that affect the apparel industry include retail chains closing unprofitable stores, an increased focus by retail chains and others on expanding digital sales and providing convenience-driven fulfillment options, the continued consolidation of retail chains and the desire on the part of retailers to consolidate vendors supplying them.

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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 and Wilsons Leather 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.

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A number of retailers have experienced financial difficulties, which in some cases have resulted in bankruptcies, liquidations and/or store 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.

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Retailers are seeking to differentiate their offerings by devoting more resources to the development of exclusive products, whether by focusing on their own private label products or on products produced exclusively for a retailer by a national brand manufacturer. Exclusive brands are only made available to a specific retailer. As a result, customers loyal to their brands can only find them in the stores of that retailer.

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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, Converse, BCBG and French 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.

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Calvin Klein and Tommy Hilfiger Licenses

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The sale of licensed products is an important part of our business. Net sales of products under the Calvin Klein and Tommy Hilfiger brands constituted approximately 28.0% of our net sales in fiscal 2026 and approximately 34.0% of our net sales in fiscal 2025.

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Our licenses for Calvin Klein and Tommy Hilfiger products expire on a staggered basis which began on December 31, 2024 and continue through December 31, 2027. 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.

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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 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, the Converse and BCBG brands that launched in fiscal 2026 and the French Connection brand that will launch in fiscal 2027.

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The Calvin Klein and Tommy Hilfiger licenses that expired in fiscal 2026 or have expirations in our upcoming fiscal 2027 through fiscal 2028 years contributed the following net sales to our total net sales in in fiscal 2026:

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Litigation with PVH Corp.

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On June 13, 2025, we 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 our 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 our ability to perform under Calvin Klein and Tommy Hilfiger license agreements and subjected us 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. We believe that Calvin Klein, Inc. and Tommy Hilfiger Licensing LLC's complaint is without merit, and we intend to vigorously defend the Company. Due to the uncertainty inherent in any litigation, we are unable to estimate any reasonably possible loss, or range of loss, with respect to this matter.

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Tax Laws and Regulations

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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 year ended January 31, 2026 and our consolidated balance sheet as of January 31, 2026.

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In December 2022, the Council of the EU announced that EU member states reached an agreement to implement the minimum tax component of the OECD's international tax reform initiative, known as Pillar Two. The Pillar Two Model Rules provide for a global minimum tax of 15% for 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 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 2026, we continue to monitor our operations and evolving tax legislation in the jurisdictions in which we operate.

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In August 2022, the Inflation Reduction Act of 2022 ("IRA") was signed into law which contains several tax-related provisions. Among other effects, the IRA created an excise tax of 1% on stock repurchases by publicly traded U.S. corporations effective after December 31, 2022. The excise tax on common stock repurchases is classified as an additional cost of the stock acquired included in treasury stock in shareholders' equity. The excise tax did not have a material impact on our results of operations and cash flows as of and for the year ended January 31, 2026.

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Inflation and Interest Rates

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Inflationary pressures have impacted the entire economy, including our industry. Recent high rates of inflation, including increased fuel and food prices and the enactment of additional tariffs by the United States government, have led to a softening of consumer demand, increased promotional activity in the apparel categories we 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.

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The Federal Reserve increased interest rates several times in fiscal 2024 in response to concerns about inflation. 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 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.

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Foreign Currency Fluctuation

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Our consolidated operations are impacted by the relationships between our reporting currency, the U.S. dollar, and those of our non-United States subsidiaries whose functional/local currency is other than the U.S. dollar, primarily the euro. Volatility in the global foreign currency exchange rates may have a negative impact on the reported results of certain of our non-United States subsidiaries in the future, when translated to the U.S. dollar.

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International Conflicts

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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 operations in these regions could be impacted as a result of these conflicts. 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 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.

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Supply Chain

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The 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 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.

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The imposition of tariffs by the U.S. government and certain foreign jurisdictions, along with geopolitical tensions, have 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.

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Critical Accounting Estimates

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The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Significant accounting policies employed by us, including the use of estimates, are presented in the notes to our consolidated financial statements.

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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, 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.

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Revenue Recognition

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We recognize revenue in accordance with Accounting Standard Codification ("ASC") Topic 606 - Revenue From Contracts With Customers ("ASC 606"). Under ASC 606, wholesale revenue is recognized when control transfers to the customer. We consider control to have been transferred when we have transferred physical possession of the product, we have a right to payment for the product, the customer has legal title to the product and the customer has the significant risks and rewards of the product. Wholesale revenues are adjusted by variable considerations arising from implicit or explicit obligations. Variable consideration includes trade discounts, end of season markdowns, sales allowances, cooperative advertising, return liabilities and other customer allowances. We estimate the anticipated variable consideration and record this estimate as a reduction of revenue in the period the related product revenue is recognized.

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Variable consideration, primarily related to sales discounts and allowances, is estimated based on historical experience, current contractual and statutory requirements, specific known events and industry trends. The reserves for variable consideration are recorded under customer refund liabilities. Historical return rates are calculated on a product line basis. The remainder of the historical rates for variable consideration are calculated by customer by product lines.

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We recognize retail sales when the customer takes possession of the goods and tenders payment, generally at the point of sale. Digital revenues from customers through our digital platforms are recognized when the customer takes possession of the goods. Our sales are recorded net of applicable sales taxes.

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Both wholesale revenues and retail store revenues are shown net of returns, discounts and other allowances.

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Accounts Receivable

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In the normal course of business, we extend credit to our wholesale customers based on pre-defined credit criteria. Accounts receivable, as shown on our consolidated balance sheet, are net of an allowance for doubtful accounts. In circumstances where we are aware of a specific customer's inability to meet its financial obligation (such as in the case of bankruptcy filings, extensive delay in payment or substantial downgrading by credit sources), a specific reserve for bad debts is recorded against amounts due to reduce the net recognized receivable to the amount reasonably expected to be collected. For all other wholesale customers, an allowance for doubtful accounts is determined through analysis of the aging of accounts receivable at the date of the financial statements, assessments of collectability based on historical trends and an evaluation of the impact of economic conditions.

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Our financial instruments consist of trade receivables arising from revenue transactions in the ordinary course of business. We consider our trade receivables to consist of two portfolio segments: wholesale and retail trade receivables. Wholesale trade receivables result from credit we extend to our wholesale customers based on pre-defined criteria and are generally due within 60 days. Retail trade receivables primarily relate to amounts due from third-party credit card processors for the settlement of debit and credit card transactions and are typically collected within 3 to 5 days.

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Inventories

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Wholesale 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.

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We continually evaluate the composition of our inventories, assessing slow-turning, ongoing product as well as fashion product from prior seasons. The net realizable value of distressed inventory is based on historical sales trends of our individual product lines, the impact of market trends and economic conditions, expected permanent retail markdowns and the value of current orders for this type of inventory. A provision is recorded to reduce the cost of inventories to the estimated net realizable values, if required.

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Income Taxes

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As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax expense, together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheet.

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Intangible Assets

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ASC Topic 350 - Intangibles - Goodwill and Other ("ASC 350") requires that intangible assets with an indefinite life be tested for impairment at least annually and are required to be written down when impaired. We perform our test as of January 31 each year, or more frequently, if events or changes in circumstances indicate the carrying amount of such assets may be impaired.

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We perform our annual test for intangible assets with indefinite lives 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.

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Trademarks having finite lives are amortized over their estimated useful lives and measured for impairment when events or circumstances indicate that the carrying value may be impaired.

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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.

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The fair values assigned to the identifiable intangible assets acquired were based on assumptions and estimates made by management using unobservable inputs reflecting our own assumptions about the inputs that market participants would use in pricing the asset or liability based on the best information available.

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Annual Indefinite-Lived Intangible Assets Impairment Testing

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We performed our annual test of our indefinite-lived trademarks as of January 31, 2026 and January 31, 2025 using a qualitative evaluation or a quantitative impairment 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. Our fiscal 2026 testing determined that the fair value of our most significant indefinite-lived intangible assets substantially exceeded its carrying value and, therefore, there were no impairments identified as of January 31, 2026. Our fiscal 2025 testing determined that the fair value of each of our indefinite-lived intangible assets substantially exceeded its carrying value except for our Sonia Rykiel trademark. As a result of our fiscal 2025 annual impairment test, we recorded a $7.4 million non-cash impairment charge during our fourth quarter of fiscal 2025 to fully impair the carrying value of our Sonia Rykiel trademark, which was included in asset impairments in our consolidated statements of operations and comprehensive income. This impairment charge was recorded to our wholesale operations segment.

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Our indefinite-lived trademark balance is primarily composed of the Donna Karan/DKNY trademarks that were acquired in fiscal 2017 and the Karl Lagerfeld trademark that was acquired in fiscal 2023.

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The fair value of our indefinite-lived intangible assets are considered a Level 3 valuation in the fair value hierarchy.

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Impairment of Long-Lived Assets

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All property and equipment and other long-lived assets are reviewed for potential impairment when events or changes in circumstances indicate that the asset's carrying value may not be recoverable. If such indicators are present, it is determined whether the sum of the estimated undiscounted future cash flows attributable to such assets are less than the carrying value of the assets. A potential impairment has occurred if projected future undiscounted cash flows are less than the carrying value of the assets.

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In fiscal 2026, we recorded a $2.8 million impairment charge primarily related to furniture and fixtures and computer hardware at certain retail stores as a result of their performance as well as the write-off of assets related to an e-commerce platform that was replaced by a new platform.

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In fiscal 2025, we recorded a $0.8 million impairment charge primarily related to leasehold improvements and furniture and fixtures at certain retail stores as a result of their performance.

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Equity Awards

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Restricted Stock Units

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Restricted stock units ("RSUs") are time based awards that do not have market or performance conditions and generally cliff vest after three years or five years. The grant date fair value for RSUs are based on the quoted market price on the date of grant. Compensation expense for RSUs are recognized in the consolidated financial statements on a straight-line basis over the service period based on their grant date fair value.

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Performance Stock Units

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Performance stock units ("PSUs") vest after a three year performance period during which certain earnings before interest and taxes and return on invested capital performance conditions must be satisfied for vesting to occur. Compensation expense for PSUs are recognized in the consolidated financial statements over the service period under the accelerated attribution method and based on an estimated percentage of achievement of certain pre-established goals.

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Special Performance Stock Units

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Special performance stock units ("SPSUs") were granted to Morris Goldfarb, our Chairman and Chief Executive Officer, in fiscal 2024 in recognition of the significantly reduced annual incentive cash payments that Mr. Goldfarb voluntarily agreed to under the terms of his new employment agreement entered into in August 2023. These SPSUs may be earned if certain stock price, relative Total Shareholder Return target and service conditions are achieved. These awards may vest from time to time beginning on the third anniversary of the effective date of the award through the fifth anniversary of the effective date of the award. For restricted stock units with market conditions, we estimate the grant date fair value using a Monte Carlo simulation model. This valuation methodology utilizes the closing price of our common stock on grant date and several key assumptions, including expected volatility of our stock price, and risk-free rates of return. This valuation is performed with the assistance of a third party valuation specialist. Compensation expense for SPSUs are recognized in the consolidated financial statements over the service period under the accelerated attribution method.

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Results of Operations

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The following table sets forth our operating results both in dollars and as a percentage of our net sales for the fiscal years indicated below:

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Year ended January 31, 2026 ("fiscal 2026") compared to year ended January 31, 2025 ("fiscal 2025")

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Net sales for fiscal 2026 decreased to $2.96 billion from $3.18 billion in the prior year. Net sales of our segments are reported before intercompany eliminations.

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Net sales of our wholesale operations segment decreased to $2.87 billion from $3.08 billion 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. The decrease in net sales of our wholesale operations segment was primarily the result of decreases in net sales of $285.8 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 third-party private label products. These decreases were partially offset by increases in net sales of $80.8 million of our Karl Lagerfeld and Donna Karan products. The increase in sales of Karl Lagerfeld products was primarily related to sportswear, shoes and men's and women's outerwear categories. The increase in sales of Donna Karan products was primarily related to the dress, handbags, outerwear and sportswear categories.

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Net sales of our retail operations segment increased to $186.0 million from $166.5 million in the same period last year. The number of retail stores operated by us decreased from 49 at January 31, 2025 to 47 at January 31, 2026. The increase in sales in our retail operations segment was the result of increased sales through our Donna Karan website and Karl Lagerfeld Paris stores, partially offset by decreases in our DKNY store sales. Comparable store sales, which include both stores and digital channels, increased for DKNY and Karl Lagerfeld Paris compared to the same period in the prior year.

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Gross profit was $1.16 billion, or 39.4% of net sales, for fiscal 2026 compared to $1.30 billion, or 40.8% of net sales, last year. The gross profit percentage in our wholesale operations segment was 37.4% for the year ended January 31, 2026 compared to 39.4% for the year ended January 31, 2025. The gross profit percentage in the current year period decreased primarily due to the impact of tariffs. The gross profit percentage in our retail operations segment was 50.1% for the year ended January 31, 2026 compared to 50.4% for the same period last year.

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Selling, general and administrative expenses increased to $978.5 million in fiscal 2026 from $969.8 million in fiscal 2025. Selling, general and administrative expenses of our wholesale operations segment increased to $883.6 million from $876.3 million in the comparable period last year. The increase in expenses was primarily due increases of (i) $13.5 million in

bad debt expense primarily related to net allowances recorded against the outstanding receivables of certain customers due to bankruptcy, including Saks Global and Hudson's Bay Company and (ii) $9.7 million in professional fees related to consulting fees related to new technologies, a potential strategic opportunity that did not come to fruition and legal fees. These increases were offset in part by a decrease of $11.4 million in compensation expenses, primarily due to a decrease in incentive compensation and share-based compensation expense. Selling, general and administrative expenses of our retail operations segment increased to $94.9 million from $93.5 million in the comparable period last year. The increase in expenses was primarily due to an increase of $3.7 million in advertising expenses, partially offset by a decrease of $2.3 million in third-party warehouse and facility expenses.

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Depreciation and amortization was $29.0 million in fiscal 2026 compared to $27.4 million in fiscal 2025. Depreciation and amortization of our wholesale operations segment was $25.6 million in fiscal 2026 compared to $23.0 million in fiscal 2025. This increase primarily results from higher depreciation related to capital expenditures for warehousing and technology projects as well as fixturing costs at department stores. Depreciation and amortization of our retail operations segment was $3.5 million in fiscal 2026 compared to $4.5 million in fiscal 2025.

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In fiscal 2026, we recorded $48.6 million of asset impairments. This charge is primarily comprised of (i) a $40.0 million impairment charge related to our minority investments in Saks Global and Saks Off 5^th.com, (ii) a $5.8 million impairment charge related to an equity method investment in an e-commerce retailer, (iii) a $1.6 million impairment charge for the write-off of assets related to an e-commerce platform that was replaced by a new platform and (iv) a $1.2 million impairment charge related to furniture and fixtures and computer hardware at certain retail stores as a result of their performance. In fiscal 2025, we recorded $8.2 million of asset impairments. This charge is primarily comprised of (i) a $7.4 million impairment charge related to our Sonia Rykiel trademark and (ii) a $0.8 million impairment charge related to leasehold improvements and furniture and fixtures at certain stores as a result of their performance. The annual test of our trademarks resulted in an impairment of the trademark based upon our most recent forecasted results and was impacted by higher interest rates. Asset impairments are recorded primarily in our wholesale operations segment.

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Other income was $3.2 million in fiscal 2026 compared to other loss of $4.4 million in fiscal 2025. Other income in the current year period consisted primarily of $4.4 million of foreign currency income during fiscal 2026 compared to $3.3 million of foreign currency losses during fiscal 2025. Our foreign currency income and losses are primarily related to the euro.

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Interest and financing charges, net for fiscal 2026 were $0.5 million compared to $18.8 million for fiscal 2025. The decrease in interest and financing charges was primarily due to a $20.4 million decrease in interest charges resulting from the redemption of the entire $400 million principal amount of the Senior Secured Notes (the "Notes") in August 2024 and a $1.6 million charge to interest expense from extinguished debt issuance costs upon the redemption of the Notes recognized in fiscal 2025. These decreases were partially offset by a $6.5 million decrease in investment income from having a larger cash position in fiscal 2025 compared to fiscal 2026.

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Income tax expense for fiscal 2026 was $43.3 million compared to $76.6 million for the prior year. Our effective tax rate was 39.1% in fiscal 2026 compared to 28.4% in the prior year. The increase in our effective tax rate is primarily due to the impairment of the Company's $20.0 million equity investment in Saks Global and $20.0 million equity investment in Saks Off 5^th.com as a result of the bankruptcy filing by Saks Global in January 2026 that is not expected to be deductible for tax purposes.

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Liquidity and Capital Resources

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Cash Availability

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We rely on our cash flows generated from operations, cash and cash equivalents and the borrowing capacity under our revolving credit facility to meet the cash requirements of our business. The cash requirements of our business are primarily related to the seasonal buildup in inventories, compensation paid to employees, occupancy, payments to vendors in the normal course of business, capital expenditures, interest payments on debt obligations, payments of cash dividends and income tax payments. We have also used cash to repurchase our shares and make strategic investments.

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As of January 31, 2026, we had cash and cash equivalents of $406.7 million and availability under our revolving credit facility of approximately $510.0 million. As of January 31, 2026, we were in compliance with all covenants under our revolving credit facility.

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Senior Secured Notes

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In August 2024, we used cash on hand and borrowings from our revolving credit facility to voluntarily redeem the entire $400.0 million principal amount of the Notes at a redemption price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest. At the date of redemption, we had unamortized debt issuance costs of $1.6 million associated with the Notes. These debt issuance costs were fully extinguished and charged to interest expense in our results of operations.

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Third Amended and Restated ABL Credit Agreement

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On June 4, 2024, our subsidiaries, G-III Leather Fashions, Inc., Riviera Sun, Inc., AM Retail Group, Inc. and The Donna Karan Company Store LLC (collectively, the "Borrowers"), entered into the third amended and restated credit agreement (the "Third ABL Credit Agreement") with the lenders named therein and with JPMorgan Chase Bank, N.A., as administrative agent. The Third ABL Credit Agreement is a five-year senior secured asset-based revolving credit facility providing for borrowings in an aggregate principal amount of up to $700.0 million. We and certain of our wholly-owned domestic subsidiaries, as well as G-III Apparel Canada ULC (collectively, the "Guarantors"), are guarantors under the Third ABL Credit Agreement.

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The Third ABL Credit Agreement amends and restates the Second Amended Credit Agreement, dated as of August 7, 2020 (as amended, supplemented or otherwise modified from time to time prior to June 4, 2024, the "Second Credit Agreement"), by and among the Borrowers and the Guarantors, the lenders from time-to-time party thereto, and JPMorgan Chase Bank, N.A., in its capacity as the administrative agent thereunder. The Second Credit Agreement provided for borrowings of up to $650 million and was due to expire on August 7, 2025. The Third ABL Credit Agreement extends the maturity date to June 2029, subject to a springing maturity date as defined within the credit agreement.

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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.

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The Third ABL Credit Agreement is secured by specified assets of the Borrowers and the Guarantors. In addition to paying interest on any outstanding borrowings under the Third ABL Credit Agreement, we are required to pay a commitment fee to the lenders under the credit agreement with respect to the unutilized commitments. The commitment fee accrues at a tiered rate equal to 0.375% per annum on the average daily amount of the available commitments when the average usage is less than 50% of the total available commitments and decreases to 0.25% per annum on the average daily amount of the available commitments when the average usage is greater than or equal to 50% of the total available commitments.

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The Third ABL Credit Agreement contains covenants that, among other things, restricts 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 January 31, 2026, we were in compliance with these covenants.

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As of January 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 January 31, 2026, there were no outstanding trade letters of credit and $2.4 million of standby letters of credit.

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We have a total of $6.3 million 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.

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LVMH Note

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We issued to LVMH, as a portion of the consideration for the acquisition of DKI, a junior lien secured promissory note in favor of LVMH in the principal amount of $125 million (the "LVMH Note") that bore interest at the rate of 2% per year. $75 million of the principal amount of the LVMH Note was paid on June 1, 2023 and the remaining $50 million of such principal amount was paid on December 1, 2023.

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Unsecured Loans

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Several of our 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, we are currently required to make quarterly installment payments of principal in the amount of €0.8 million. 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 January 31, 2026, we had an aggregate outstanding balance of €3.0 million ($3.5 million) under these various unsecured loans.

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Overdraft Facilities

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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 Euro Interbank Offered Rate 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 January 31, 2026, we had an aggregate outstanding balance of €3.0 million ($3.6 million) under these various facilities.

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Foreign Credit Facilities

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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 Euro Interbank Offered Rate ("EURIBOR") plus a margin of 1.7%. A subsidiary of Vilebrequin has a credit agreement with CIC Bank with a credit limit of €4.0 million. Borrowings bear interest at the Euro Short-Term Rate plus a margin of 1.75%. As of January 31, 2026, we had an aggregate outstanding balance of €4.0 million ($4.7 million) under these credit facilities.

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Outstanding Borrowings

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Our primary operating cash requirements are to fund our seasonal buildup in inventories and accounts receivable, primarily during the second and third fiscal quarters each year. The primary sources to meet our operating cash requirements have been borrowings under this credit facility and cash generated from operations.

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We had no borrowings outstanding under our ABL Credit Agreement as of both January 31, 2026 and 2025. We redeemed the entire $400 million principal amount of the Notes in August 2024. Our contingent liability under open letters of credit was approximately $2.4 million at January 31, 2026 and $3.0 million at January 31, 2025. We had an aggregate of €3.0 million ($3.5 million) and €5.9 million ($6.2 million) outstanding under our various unsecured loans as of January 31, 2026 and January 31, 2025, respectively. We also had €3.0 million ($3.6 million) outstanding and no borrowings under our overdraft facilities as of January 31, 2026 and January 31, 2025, respectively and €4.0 million ($4.7 million) outstanding and no borrowings under our foreign credit facilities as of January 31, 2026 and 2025, respectively.

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Supply Chain Finance Program

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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' participation in the SCF Program. See Note 9 - "Supply Chain Finance Program" in the Notes to Consolidated Financial Statements for further discussion of the SCF Program.

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Share Repurchase Program

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In August 2023, 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 year ended January 31, 2026, we acquired 2,158,276 of our shares of common stock for an aggregate purchase price of $49.8 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. As of January 31, 2026, we had remaining 5,631,892 shares that are authorized for purchase under this program. As of March 20, 2026, we had 42,189,287 shares of common stock outstanding.

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Cash from Operating Activities

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We generated $299.1 million of cash from operating activities in fiscal 2026, primarily as a result of our net income of $67.4 million and decreases of $87.7 million in accounts receivable and $18.1 million in inventories as well as an increase of $24.4 million in accounts payable and accrued expenses. Cash from operating activities also benefited from non-cash charges primarily related to asset impairments of $48.6 million, depreciation and amortization of $29.0 million and share-based compensation of $23.4 million.

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Net cash provided by operating activities decreased $17.3 million in fiscal 2026 compared to the prior year. This decrease is primarily driven by a decrease in our net income of $126.2 million, partially offset by changes in operating assets and liabilities of $74.6 million and an increase in non-cash asset impairments of $40.4 million. The $74.6 million increase in changes in operating asset and liabilities balances was primarily driven by the following:

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Cash from Investing Activities

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We used $36.0 million of cash in investing activities during fiscal 2026. We had $35.2 million in capital expenditures primarily related to leasehold improvements, shop-in-shop development and computer software expenditures.

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Cash from Financing Activities

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We used $54.3 million of cash in financing activities primarily as a result of $49.8 million of cash to repurchase 2,158,276 shares of our common stock under our share repurchase program, excluding excise tax, $5.0 million for taxes paid in connection with net share settlements of stock grants that vested and $4.2 million of cash dividends paid to common stockholders. These items were offset, in part, by net proceeds of $4.7 million under our various foreign credit facilities.

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Financing Needs

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We believe that our cash on hand and cash generated from operations, together with funds available under the ABL Credit Agreement, are sufficient to meet our expected operating and capital expenditure requirements. We may seek to acquire other businesses in order to expand our product offerings. We may need additional financing in order to complete one or more acquisitions. We cannot be certain that we will be able to obtain additional financing, if required, on acceptable terms or at all.

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Recent Accounting Pronouncements

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See Note 1.19 - Effects of Recently Adopted and Issued Accounting Pronouncements in the accompanying notes to our consolidated financial statements in this Annual Report on Form 10-K for a description of recently adopted accounting pronouncements and issued accounting pronouncements that we believe may have an impact on our consolidated financial statements when adopted.

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Tabular Disclosure of Contractual Obligations

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As of January 31, 2026, our contractual obligations were as follows (in millions):

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