What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-12-09 compared with 2025-09-05 · 116 added, 119 removed, 250 unchanged (48% of the section changed)

6 unchanged sentences

Accordingly, the results of Vilebrequin, KLH, Sonia Rykiel, AWWG and certain other subsidiaries are included in the financial statements for the quarter ended or ending closest to G-III’s fiscal quarter end.

For example, with respect to our results for the six-month period ended July 31, 2025, the results of Vilebrequin, KLH, Sonia Rykiel, AWWG and certain other subsidiaries are included for the six-month period ended June 30, 2025.

For example, with respect to our results for the nine-month period ended October 31, 2025, the results of Vilebrequin, KLH, Sonia Rykiel, AWWG and certain other subsidiaries are included for the nine-month period ended September 30, 2025.

Our retail operations segment reports on a 52/53 week fiscal year.

For fiscal 2026 and 2025, the three and six-month periods for the retail operations segment were each 13-week and 26-week periods, respectively, and ended on August 2, 2025 and August 3, 2024, respectively.

For fiscal 2026 and 2025, the three and nine-month periods for the retail operations segment were each 13-week and 39-week periods, respectively, and ended on November 1, 2025 and November 2, 2024, respectively.

Various statements contained in this Quarterly Report on Form 10-Q, in future filings by us with the SEC in our press releases and in oral statements made from time to time by us or on our behalf constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

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Bass and Wilsons Leather brands.

As of July 31, 2025, 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.

As of October 31, 2025, 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.

Trends Affecting Our Business

Beginning in April 2025, the United States announced additional tariffs on goods imported into the United States, with incremental tariffs on products imported from most countries, including China, Vietnam and Indonesia, 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 2025, approximately 76% of our product was sourced from China, Vietnam and Indonesia.

In April 2025, the United States imposed a minimum 10% tariff on most foreign imports into the United States and additional individualized reciprocal tariffs on imports from certain countries.

The tariffs most relevant to us included, but were not limited to, (i) an additional 125% tariff on all imports from China, (ii) an additional 46% tariff on imports from Vietnam and (iii) an additional 32% tariff on imports from Indonesia.

In May 2025, the tariffs levied on China have been temporarily reduced to 30% and will remain reduced through November 2025.

Reciprocal tariffs on countries other than China went into effect in August 2025.

The current tariff rates for Vietnam and Indonesia are 20% and 19%, respectively.

As a result of the initial tariffs levied on China, we had suspended substantially all shipments from China.

With the administration’s announcement that the tariffs on imports from China had been paused, we resumed shipping from China.

Ocean carriers, which had previously cancelled sailings and removed vessels from service, had returned to full capacity at the time shipping resumed, resulting in minimal disruption.

Freight charges were negatively impacted for a short period of time but have since stabilized.

Additional tariffs imposed on imports are causing importers to shift production, if possible, to lower tariff territories, impacting the importers’ ability to plan as well as the capacity of our 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.

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.

Industry Trends

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As sales of apparel through digital channels continue to increase, we are developing additional digital marketing initiatives on both our own websites and third party websites and through social media.

We are investing in digital personnel, marketing, logistics, planning, distribution and other strategic opportunities to expand our digital footprint.

We continue to invest in digital personnel, marketing, logistics, planning, distribution and other strategic opportunities to expand our digital footprint.

A number of retailers have experienced financial difficulties, which in some cases have resulted in bankruptcies, liquidations and/or store closings, such as the recent bankruptcy filing by Hudson’s Bay Company.

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Unless we are able to increase the sales of our other products, acquire new businesses and/or enter into other license agreements covering different products, the staggered expirations of the Calvin Klein and Tommy Hilfiger license agreements will cause a significant decrease in our net sales and have a material adverse effect on our results of operations.

In fiscal 2025, we experienced a $188.4 million decrease in net sales of Calvin Klein and Tommy Hilfiger licensed products which were more than offset by a $254.4 million increase in net sales of our DKNY, Donna Karan and Karl Lagerfeld products.

In fiscal 2024, we experienced a $278.4 million decrease in net sales of Calvin Klein and Tommy Hilfiger licensed products which were partially offset by a $139.1 million increase in net sales of our DKNY and Karl Lagerfeld

Our relaunch of our Donna Karan brand began in Spring 2024.

We also recognize higher gross profit percentages on sales of products under our owned brands.

While our recent ability to offset decreases in net sales of Calvin Klein and Tommy Hilfiger licensed products either in full or in part does not guarantee our ability to continue to do so in the future, we believe we will achieve strong growth of our owned brands.

We will take strategic actions to mitigate the loss of this business by continuing to develop and expand our owned brands, such as DKNY, Donna Karan and Karl Lagerfeld, through new product lines, marketing initiatives, international growth and executing on digital channel business opportunities.

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 and the Converse and BCBG brands that are launching in fiscal 2026.

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.

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 and the Converse and BCBG brands that launched in fiscal 2026.

The Calvin Klein and Tommy Hilfiger licenses that expired in fiscal 2025 or have expiration dates in our fiscal 2026 through fiscal 2028 years contributed the following net sales to our total net sales in fiscal 2025:

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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 and our condensed consolidated balance sheet as of July 31, 2025.

We recognized the impact of the OBBBA in our second fiscal quarter ended July 31, 2025, the period in which the legislation was enacted.

The impact of the OBBBA was immaterial to our provision for income taxes for the three and nine months ended October 31, 2025 and our condensed consolidated balance sheet as of October 31, 2025.

Inflation and Interest Rates

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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 fiscal 2025 and has maintained those rates in fiscal 2026, however it is unclear whether the Federal Reserve will reduce, increase or maintain the current rates in the future.

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.

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Results of Operations

Three months ended July 31, 2025 compared to three months ended July 31, 2024

Net sales for the three months ended July 31, 2025 decreased to $613.3 million from $644.8 million in the same period last year.

Three months ended October 31, 2025 compared to three months ended October 31, 2024

Net sales for the three months ended October 31, 2025 decreased to $988.6 million from $1.09 billion in the same period last year.

Net sales of our segments are reported before intercompany eliminations.

Net sales of our wholesale operations segment decreased to $589.0 million for the three months ended July 31, 2025 from $620.3 million in the comparable period last year.

Net sales of our wholesale operations segment decreased to $977.3 million for the three months ended October 31, 2025 from $1.07 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.

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In total, our decrease in sales was driven by a decrease in the number of units we shipped.

The decrease in net sales of our wholesale operations segment was primarily the result of decreases in net sales of $48.8 million of our Calvin Klein and Guess licensed products, due in part to several expired licenses that are not part of our go-forward business, as well as third-party private label products.

These decreases were partially offset by increases in net sales of $20.2 million of our Karl Lagerfeld products.

The increase in sales of Karl Lagerfeld products was primarily related to handbags and sportswear categories.

Net sales of our retail operations segment increased to $41.1 million for the three months ended July 31, 2025 from $37.2 million in the same period last year.

The number of retail stores operated by us decreased from 50 at July 31, 2024 to 47 at July 31, 2025.

The increase in sales in our retail operations segment was the result of increased sales at our Karl Lagerfeld Paris stores.

Comparable store sales, which include both stores and digital channels, increased at our Karl Lagerfeld Paris and DKNY stores compared to the same period in the prior year.

Gross profit was $250.5 million, or 40.8% of net sales, for the three months ended July 31, 2025, compared to $275.9 million, or 42.8% of net sales, in the same period last year.

The gross profit percentage in our wholesale operations segment was 38.9% in the three months ended July 31, 2025 compared to 41.2% in the same period last year.

The gross profit percentage in the current year period decreased due to the impact of tariffs and product mix.

The gross profit percentage in our retail operations segment was 52.4% for the three months ended July 31, 2025 compared to 54.4% for the same period last year.

The gross profit percentage in the current year period was negatively impacted by reduced gross profit from digital sales of our G.H.

The decrease in net sales of our wholesale operations segment was primarily the result of decreases in net sales of $122.5 million of our Calvin Klein and Tommy Hilfiger licensed products, due in part to several expired licenses that are not part of our go-forward business, as well as in DKNY and third-party private label products.

These decreases were partially offset by increases in net sales of $33.0 million of our Karl Lagerfeld and Donna Karan products as well as our Converse and BCBG licensed products, the latter two of which launched during fiscal 2026.

The increase in sales of Karl Lagerfeld products was primarily related to sportswear, men’s outerwear and dress categories.

The increase in sales of Donna Karan products was primarily related to sportswear and suits categories.

Net sales of our retail operations segment increased to $45.7 million for the three months ended October 31, 2025 from $42.3 million in the same period last year.

The number of retail stores operated by us decreased from 51 at October 31, 2024 to 47 at October 31, 2025.

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.

Gross profit was $381.5 million, or 38.6% of net sales, for the three months ended October 31, 2025, compared to $432.1 million, or 39.8% of net sales, in the same period last year.

The gross profit percentage in our wholesale operations segment was 36.7% in the three months ended October 31, 2025 compared to 38.4% in the same period last year.

The gross profit percentage in the current year period decreased due to the impact of tariffs.

The gross profit percentage in our retail operations segment was 50.8% for the three months ended October 31, 2025 compared to 52.3% for the same period last year.

The gross profit percentage in the current year period was negatively impacted by tariffs and reduced gross profit from digital sales of our G.H.

Bass products.

Selling, general and administrative expenses decreased to $226.8 million in the three months ended July 31, 2025 from $229.0 million in the same period last year.

Selling, general and administrative expenses of our wholesale operations segment decreased to $205.9 million from $207.4 million in the comparable period last year.

The decrease in expenses was primarily due to decreases of (i) $7.0 million in compensation expenses, primarily due to a decrease in bonus expense accruals and (ii) $1.5 million in advertising expenses, primarily due to reduced royalty advertising expenses resulting from lower net sales of licensed product in the current period.

These decreases were partially offset by an increase of $3.7 million in third-party warehouse and facility expenses.

Selling, general and administrative expenses of our retail operations segment decreased to $20.9 million from $21.6 million in the comparable period last year.

The decrease in expenses is primarily due to decreases of (i) $0.9 million in third-party warehouse and facility expenses and (ii) $0.7 million in compensation expenses that were partially offset by a $0.9 million increase in advertising expenses.

Depreciation and amortization was $7.3 million for the three months ended July 31, 2025 compared to $5.4 million in the same period last year.

This increase primarily results from higher depreciation related to fixturing costs at department stores.

Other loss was $0.7 million in the three months ended July 31, 2025 compared to other loss of $3.0 million in the same period last year.

Other loss in the current period consisted of $2.0 million of losses from unconsolidated affiliates during the current period compared to $2.2 million of losses from unconsolidated affiliates in the same period last year.

Additionally, other loss in the current period consisted of $1.3 million of foreign currency income during the current year period compared to $1.3 million of foreign currency loss in the same period last year.

Interest and financing charges, net, for the three months ended July 31, 2025 provided income of $0.3 million compared to expense of $4.9 million in the same period last year.

The decrease in interest and financing charges was primarily due to a $7.9 million decrease in interest charges resulting from the redemption of the entire $400 million principal amount of

the Senior Secured Notes due 2025 in August 2024 that was partially offset by a $3.4 million decrease in investment income from having a larger cash position in the prior year’s period compared to the current period.

Income tax expense was $5.0 million for the three months ended July 31, 2025 compared to $9.4 million for the same period last year.

Bass digital business will be transitioning to a licensee in the next fiscal year.

Selling, general and administrative expenses increased to $260.4 million in the three months ended October 31, 2025 from $259.2 million in the same period last year.

Selling, general and administrative expenses of our wholesale operations segment increased to $236.0 million from $235.6 million in the comparable period last year.

The increase in expenses was primarily due to an increase of $4.7 million in professional fees related to a potential strategic opportunity that did not come to fruition and legal fees.

This increase was offset in part primarily by a decrease of $4.2 million in third-party warehouse and facility expenses related to lower net sales.

Selling, general and administrative expenses of our retail operations segment increased to $24.4 million from $23.6 million in the comparable period last year.

Depreciation and amortization was $7.2 million for the three months ended October 31, 2025 compared to $6.6 million in the same period last year.

In the third quarter of fiscal 2026, we recorded $1.6 million of asset impairments in our wholesale operations segment.

This charge was primarily related to the write-off of assets related to an e-commerce platform that was replaced by a new platform.

Other income was $1.4 million in the three months ended October 31, 2025 compared to other income of $0.9 million in the same period last year.

Other income in the current period consisted of $0.8 million of income from unconsolidated affiliates compared to $0.3 million of income from unconsolidated affiliates in the same period last year.

Additionally, other income in the current period consisted of $0.6 million of foreign currency income during the current year period compared to $0.5 million of foreign currency income in the same period last year.

Interest and financing charges, net, for the three months ended October 31, 2025 were $0.2 million compared to $6.4 million in the same period last year.

The decrease in interest and financing charges was primarily due to a $3.6 million decrease in interest charges resulting from the redemption of the entire $400 million principal amount of the Senior Secured Notes due 2025 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 the prior year’s third quarter.

Income tax expense was $32.9 million for the three months ended October 31, 2025 compared to $46.2 million for the same period last year.

Our effective tax rate increased to 29.0% in the current year’s quarter from 28.7% in last year’s comparable quarter.

The higher effective tax rate in the current year period was due to the impact of permanent tax adjustments on the annual effective tax rate and discrete items in the quarter.

Six months ended July 31, 2025 compared to six months ended July 31, 2024

Net sales for the six months ended July 31, 2025 decreased to $1.20 billion from $1.25 billion in the same period last year.

The higher effective tax rate in the current year’s quarter was primarily due to the impact of permanent tax adjustments on the annual effective tax rate, partially offset by the favorable tax impact of discrete items in the quarter.

Nine months ended October 31, 2025 compared to nine months ended October 31, 2024

Net sales for the nine months ended October 31, 2025 decreased to $2.19 billion from $2.34 billion in the same period last year.

Net sales of our segments are reported before intercompany eliminations.

Net sales of our wholesale operations segment decreased to $1.15 billion for the six months ended July 31, 2025 from $1.22 billion in the comparable period last year.

Net sales of our wholesale operations segment decreased to $2.13 billion for the nine months ended October 31, 2025 from $2.28 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.

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In total, our decrease in sales was driven by a decrease in the number of units we shipped.

The decrease in net sales of our wholesale operations segment was primarily the result of decreases in net sales of $110.2 million of our Calvin Klein and Guess licensed products, due in part to several expired licenses that are not part of our go-forward business, as well as third-party private label products.

The decrease in net sales of our wholesale operations segment was primarily the result of decreases in net sales of $209.4 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 $58.6 million of our Karl Lagerfeld, DKNY and Donna Karan products.

The increase in sales of Karl Lagerfeld products was primarily related to sportswear and shoes categories.

The increase in sales of DKNY products was primarily related to jeanswear, sports and swimwear categories.

The increase in sales of Donna Karan products was primarily related to the dress category.

Net sales of our retail operations segment increased to $77.4 million for the six months ended July 31, 2025 from $67.7 million in the same period last year.

The number of retail stores operated by us decreased from 50 at July 31, 2024 to 47 at July 31, 2025.

The increase in sales in our retail operations segment was the result of increased sales at our DKNY and Karl Lagerfeld Paris stores.

Comparable store sales, which include both stores and digital channels, increased at our DKNY and Karl Lagerfeld Paris stores compared to the same period in the prior year.

Gross profit was $497.0 million, or 41.5% of net sales, for the six months ended July 31, 2025, compared to $534.8 million, or 42.6% of net sales, in the same period last year.

The gross profit percentage in our wholesale operations segment was 39.6% in the six months ended July 31, 2025 compared to 41.1% in the same period last year.

The gross profit percentage in the current period decreased due to the impact of tariffs and product mix.

The gross profit percentage in our retail operations segment was 52.9% for the six months ended July 31, 2025 compared to 51.1% for the same period last year.

The gross profit percentage in the current period was positively impacted from a better product assortment as well as increased digital sales of our Donna Karan products which have higher average unit retail prices.

Selling, general and administrative expenses decreased to $458.3 million in the six months ended July 31, 2025 from $465.7 million in the same period last year.

The increase in sales of Karl Lagerfeld products was primarily related to sportswear, shoes and men’s outerwear categories.

The increase in sales of DKNY products was primarily related to outerwear, jeanswear and performance categories.

The increase in sales of Donna Karan products was primarily related to the dress, handbags and sportswear categories.

Net sales of our retail operations segment increased to $123.1 million for the nine months ended October 31, 2025 from $110.1 million in the same period last year.

The number of retail stores operated by us decreased from 51 at October 31, 2024 to 47 at October 31, 2025.

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.

Gross profit was $878.5 million, or 40.2% of net sales, for the nine months ended October 31, 2025, compared to $966.9 million, or 41.3% of net sales, in the same period last year.

The gross profit percentage in our wholesale operations segment was 38.3% in the nine months ended October 31, 2025 compared to 39.8% in the same period last year.

The gross profit percentage in the current period decreased primarily due to the impact of tariffs.

The gross profit percentage in our retail operations segment was 52.1% for the nine months ended October 31, 2025 compared to 51.1% for the same period last year.

The gross profit percentage in the current period was positively impacted from an improved product assortment as well as increased digital sales of our Donna Karan products which have higher average unit retail prices.

Selling, general and administrative expenses decreased to $718.8 million in the nine months ended October 31, 2025 from $724.9 million in the same period last year.

Selling, general and administrative expenses of our wholesale operations segment decreased to $651.7 million from $658.6 million in the comparable period last year.

The decrease in expenses was primarily due to decreases of (i) $12.9 million in compensation expenses, primarily due to a decrease in bonus expense accruals and (ii) $8.5 million in advertising expenses, primarily due to the relaunch of the Donna Karan brand and higher spending on the DKNY brand in the prior year’s period and reduced royalty advertising expenses resulting from lower net sales of licensed product in the current period.

These decreases were partially offset by increases of (i) $3.2 million in third-party warehouse and facility expenses and (ii) $2.8 million in bad debt expense primarily related to allowances recorded against the outstanding receivables of certain customers due to bankruptcy, including Hudson’s Bay Company.

These decreases were offset in part by increases of (i) $8.4 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 and (ii) $3.3 million in bad debt expense primarily related to allowances recorded against the outstanding receivables of certain customers due to bankruptcy, including Hudson’s Bay Company.

Selling, general and administrative expenses of our retail operations segment increased to $67.1 million from $66.2 million in the comparable period last year.

Depreciation and amortization was $13.9 million for the six months ended July 31, 2025 compared to $14.1 million in the same period last year.

Other income was $2.8 million in the six months ended July 31, 2025 compared to other loss of $3.2 million in the same period last year.

Other income in the current period consisted of $3.2 million of foreign currency income during the current

year period compared to $0.7 million of foreign currency loss in the same period last year.

Additionally, other income in the current period consisted of $0.4 million of losses from unconsolidated affiliates during the current period compared to $3.1 million of losses from unconsolidated affiliates in the same period last year.

Interest and financing charges, net, for the six months ended July 31, 2025 were $0.2 million compared to $10.3 million in the same period last year.

The decrease in interest and financing charges was primarily due to a $15.8 million decrease in interest charges resulting from the redemption of the entire $400 million principal amount of the Senior Secured Notes due 2025 in August 2024 that was partially offset by a $7.5 million decrease in investment income from having a larger cash position in the prior year’s period compared to the current period.

Income tax expense was $8.7 million for the six months ended July 31, 2025 compared to $11.8 million for the same period last year.

Depreciation and amortization was $21.1 million for the nine months ended October 31, 2025 compared to $20.7 million in the same period last year.

In fiscal 2026, we recorded $1.6 million of asset impairments in our wholesale operations segment.

This charge was primarily related to the write-off of assets related to an e-commerce platform that was replaced by a new platform.

Other income was $4.2 million in the nine months ended October 31, 2025 compared to other loss of $2.2 million in the same period last year.

Other income in the current period consisted of $3.8 million of foreign currency income during the current year period compared to $0.2 million of foreign currency loss in the same period last year.

Additionally, other income in the current period consisted of $0.4 million of income from unconsolidated affiliates during the current period compared to $2.8 million of losses from unconsolidated affiliates in the same period last year.

Interest and financing charges, net, for the nine months ended October 31, 2025 were $0.4 million compared to $16.7 million in the same period last year.

The decrease in interest and financing charges was primarily due to a $19.3 million decrease in interest charges resulting from the redemption of the entire $400 million principal amount of the Senior Secured Notes due 2025 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 the prior period last year.

These decreases were partially offset by a $7.7 million decrease in investment income from having a larger cash position in the prior year’s period compared to the current period.

Income tax expense was $41.6 million for the nine months ended October 31, 2025 compared to $57.9 million for the same period last year.

Our effective tax rate increased to 29.5% in the current year’s period from 28.6% in last year’s comparable period.

The higher effective tax rate in the current period was due to the impact of permanent tax adjustments on the annual effective tax rate and discrete items in the period.

The higher effective tax rate in the current year period was primarily due to the impact of permanent tax adjustments on the annual effective tax rate.

Liquidity and Capital Resources

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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 and income tax payments.

We have also used cash to repurchase our shares and make strategic investments.

As of July 31, 2025, we had cash and cash equivalents of $301.8 million and availability under our revolving credit facility of approximately $530 million.

As of July 31, 2025, we were in compliance with all covenants under our revolving credit facility.

As of October 31, 2025, we had cash and cash equivalents of $184.1 million and availability under our revolving credit facility of approximately $700 million.

As of October 31, 2025, we were in compliance with all covenants under our revolving credit facility.

On December 4, 2025, our Board of Directors declared a cash dividend of $0.10 per share.

The dividend will be paid on December 29, 2025 to all stockholders of record as of December 15, 2025.

Senior Secured Notes

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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.

Borrowings bear interest, at the Borrowers’ option, at Adjusted Term Secured Overnight Financing Rate (“SOFR”) plus a margin of 1.50% to 2.00%, or the alternate base rate plus a margin of 0.50% to 1.00% (defined as the greatest of (i) the “prime rate” of JPMorgan Chase Bank, N.A.

from time to time, (ii) the federal funds rate plus 0.5% and (iii) SOFR for a borrowing with an interest period of one month plus 1.00%), with the applicable margin determined based on the Borrowers’ average daily availability under the Third ABL Credit Agreement.

The Third ABL Credit Agreement is secured by specified assets of the Borrowers and the Guarantors.

As of July 31, 2025, interest under the Third ABL Credit Agreement was being paid at an average rate of 8.0% per annum.

As of October 31, 2025, interest under the Third ABL Credit Agreement was being paid at an average rate of 7.98% per annum.

The Third ABL Credit Agreement is secured by specified assets of the Borrowers and the Guarantors.

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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 July 31, 2025, we were in compliance with these covenants.

As of July 31, 2025, we had no borrowings outstanding under the Third ABL Credit Agreement.

As of October 31, 2025, we were in compliance with these covenants.

As of October 31, 2025, 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 July 31, 2025, there were $0.6 million outstanding trade letters of credit and $2.6 million of standby letters of credit.

At the date of the refinancing of the Second ABL Credit Agreement, we had $1.8 million of unamortized debt issuance costs remaining from the Second ABL Credit Agreement.

There was no extinguishment of any amount of the unamortized debt issuance costs remaining from the Second ABL Credit Agreement.

We incurred new debt issuance costs totaling $3.8 million related to the Third ABL Credit Agreement.

As of October 31, 2025, there were no outstanding trade letters of credit and $2.4 million of standby letters of credit.

We have a total of $5.6 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.

Total debt issuance costs, net of amortization, were $4.5 million, $5.2 million and $5.4 million as of October 31, 2025, October 31, 2024 and January 31, 2025, respectively.

Unsecured Loans

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Interest on the outstanding principal amount of the loans accrues at a fixed rate equal to 0% to 5.0% per annum, payable on either a quarterly or monthly basis.

As of July 31, 2025, the Company had an aggregate outstanding balance of €4.4 million ($5.2 million) under these unsecured loans.

As of October 31, 2025, the Company had an aggregate outstanding balance of €3.9 million ($4.6 million) under these unsecured loans.

Overdraft Facilities

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The facility may be cancelled at any time by us or HSBC Bank.

Certain of our foreign entities have also entered into 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 July 31, 2025, the Company had an aggregate of €3.5 million ($4.1 million) drawn under these various facilities.

Certain of our foreign entities have also entered into 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 October 31, 2025, the Company had no borrowings outstanding under these various facilities.

Foreign Credit Facilities

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A subsidiary of Vilebrequin has a credit agreement with CIC Bank with a credit limit of €5.0 million.

Borrowings bear interest at the Euro Short-Term Rate plus a

margin of 1.75%.

As of July 31, 2025, we had an aggregate balance of €5.3 million ($6.2 million) in borrowings outstanding under these credit facilities.

Borrowings bear interest at the Euro Short-Term Rate plus a margin of 1.75%.

As of October 31, 2025, we had an aggregate balance of €5.1 million ($6.0 million) in borrowings outstanding under these credit facilities.

Outstanding Borrowings

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.

Due to the seasonality of our business, we generally reach our peak borrowings under our revolving credit facility during our third fiscal quarter.

The primary sources to meet our operating cash requirements have been borrowings under the revolving credit facility and cash generated from operations.

We had no borrowings outstanding under our Third ABL Credit Agreement at July 31, 2025 and 2024, respectively.

We had no borrowings outstanding under our Third ABL Credit Agreement at October 31, 2025.

We had $210.1 million in borrowings outstanding under our Third ABL Credit Agreement at October 31, 2024.

We redeemed the entire $400 million principal amount of the Notes in August 2024.

We had $400 million in borrowings outstanding under the Notes at July 31, 2024.

Our contingent liability under open letters of credit was approximately $3.3 million and $9.1 million at July 31, 2025 and 2024, respectively.

We had an aggregate of €4.4 million ($5.2 million) and €7.2 million ($7.8 million) outstanding under our various unsecured loans as of July 31, 2025 and 2024, respectively.

We had €3.5 million ($4.1 million) and €7.4 million ($7.9 million) outstanding under our overdraft facilities as of July 31, 2025 and 2024, respectively.

We had €5.3 million ($6.2 million) outstanding under our foreign credit facilities as of July 31, 2025.

We had no borrowings outstanding under our foreign credit facilities as of July 31, 2024.

Our contingent liability under open letters of credit was approximately $2.4 million and $9.0 million at October 31, 2025 and 2024, respectively.

We had an aggregate of €3.9 million ($4.6 million) and €6.0 million ($7.3 million) outstanding under our various unsecured loans as of October 31, 2025 and 2024, respectively.

We had no borrowings outstanding under our overdraft facilities as of October 31, 2025.

We had €4.1 million ($4.6 million) outstanding under our overdraft facilities as of October 31, 2024.

We had €5.1 million ($6.0 million) and €2.0 million ($2.2 million) outstanding under our foreign credit facilities as of October 31, 2025 and 2024, respectively.

Supply Chain Finance 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 six months ended July 31, 2025, we acquired 1,948,425 of our shares of common stock for an aggregate purchase price of $44.3 million, excluding excise tax.

Pursuant to this program, during the nine months ended October 31, 2025, 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 July 31, 2025, we had remaining 5,841,743 shares that are authorized for purchase under this program.

As of September 3, 2025, we had 42,215,473 shares of common stock outstanding.

As of October 31, 2025, we had remaining 5,631,892 shares that are authorized for purchase under this program.

As of December 3, 2025, we had 42,189,287 shares of common stock outstanding.

Cash from Operating Activities

We generated $168.9 million in cash from operating activities during the six months ended July 31, 2025, primarily as a result of our net income of $18.7 million, an increase of $170.5 million in accounts payable and accrued expenses and a decrease of $149.8 million in accounts receivable.

We generated $71.6 million in cash from operating activities during the nine months ended October 31, 2025, primarily as a result of our net income of $99.3 million and increases of $108.7 million in accounts payable and accrued expenses

and $17.5 million in income taxes payable, net.

We also generated cash from operating activities as a result of non-cash charges relating primarily to depreciation and amortization of $21.1 million and share-based compensation of $17.0 million.

These items were offset, in part, by an increase of $161.7 million in inventories and a decrease of $19.3 million in customer refund liabilities.

The changes in operating cash flow items are consistent with our seasonal pattern of building up inventory for the fall shipping season resulting in the increase in inventory and accounts payable.

Our accounts receivable and customer refund liabilities decreased because we experience lower sales in our first and second quarters than in our third and fourth quarters.

These items were offset, in part, by increases of $147.0 million in accounts receivable and $69.0 million in inventories.

The changes in operating cash flow items are consistent with our seasonal pattern of higher sales and building up inventory for the fall shipping season resulting in the increases in accounts receivable, inventory and accounts payable.

The fall shipping season begins during the latter half of our second fiscal quarter.

The increase in accounts receivable during the nine months ended October 31, 2025 was less than the increase in accounts receivable during the nine months ended October 31, 2024 as a result of a decline in net sales and an increase in collections of receivables in the current year period.

Cash from Investing Activities

We used $19.2 million of cash in investing activities during the six months ended July 31, 2025.

We had $18.4 million in capital expenditures primarily related to leasehold improvement expenditures.

We used $28.3 million of cash in investing activities during the nine months ended October 31, 2025.

We had $27.5 million in capital expenditures primarily related to leasehold improvement and computer software expenditures.

Cash from Financing Activities

Net cash used by financing activities was $41.3 million during the six months ended July 31, 2025 primarily as a result of $44.3 million of cash used to repurchase 1,948,425 shares of our common stock under our share repurchase program, excluding excise tax, and $4.9 million for taxes paid in connection with net share settlements of stock grants that vested.

Net cash used by financing activities was $51.2 million during the nine months ended October 31, 2025 primarily as a result of $49.8 million of cash used to repurchase 2,158,276 shares of our common stock under our share repurchase program, excluding excise tax, and $5.0 million for taxes paid in connection with net share settlements of stock grants that vested.

These items were offset, in part, by net proceeds of $3.5 million under our various foreign facilities.

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The accounting policies and related estimates described in our Annual Report on Form 10-K for the year ended January 31, 2025 are those that depend most heavily on these judgments and estimates.

As of July 31, 2025, there have been no material changes to our critical accounting policies.

As of October 31, 2025, there have been no material changes to our critical accounting policies.

Quantitative and Qualitative Disclosures About Market Risk.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis