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Item 1. Business

2026-03-24 compared with 2025-03-24 · 246 added, 345 removed, 197 unchanged (75% of the section changed)

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Company Overview

G-III is a global leader in fashion with expertise in design, sourcing, distribution and marketing, which enables us to fuel growth across a portfolio of over 30 globally recognized owned and licensed brands anchored by our key owned brands DKNY, Donna Karan, Karl Lagerfeld and Vilebrequin as well as other major brands that currently drive our business.

We develop product 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.

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.

We also license the use of our trademarks to third parties for product categories and in regions where we believe our licensees’ expertise can better serve our brands.

We generated net sales of approximately $3.18 billion, $3.01 billion and $3.23 billion in fiscal 2025, fiscal 2024 and fiscal 2023, respectively.

In an environment of rapidly changing consumer fashion trends and preferences, we benefit from a differentiated mix of owned and licensed brands, all of which have strong brand equity and long-standing consumer appeal.

With full control over design, production, global distribution and marketing, our owned brands represent a sustainable long-term profit driver, generating higher operating margins and providing an accretive licensing income stream.

We also license brands that complement our portfolio including Calvin Klein, Tommy Hilfiger, Nautica, Halston, among others.

Our overall brand portfolio is diversified across product categories, price points, demographics, occasions, fits and sizes, styles and genres.

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 under their private retail labels.

Our owned brands accounted for approximately 52% of our net sales in fiscal 2025, 47% of our net sales in fiscal 2024 and 41% of our net sales in fiscal 2023, with the remainder of net sales in each year driven by our licensed businesses.

We continue to expand our portfolio of brands through licenses, acquisitions and joint ventures as we extend our global reach and product offerings.

We are continually seeking new licensing opportunities with brand owners and seeking to acquire established brands.

We are in the process of developing two of the newest brand additions to our portfolio, Converse and BCBG, which we expect to launch in the Fall of 2025.

G-III’s success is driven by our expertise and ability to leverage our best-in-class capabilities and strong corporate foundation to enable our heritage and emerging fashion brands to reach their full potential at scale.

With a merchant-driven philosophy, we create compelling fashion that meets the needs of the market and resonate with global consumers across categories, channels and geographies.

G-III's highly developed infrastructure in design and sourcing, combined with our well-established relationships with manufacturers and retailers, enables us to deliver significant value to our partners and quickly bring product to market.

This formula, powered by our talented team and financial strength, drives long-term brand potential.

We currently market apparel and other products under, among others, the following owned and licensed brand names:

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Collegiate Licensing Company

G-III for Her

Major League Baseball

National Basketball Association

National Football League

National Hockey League

G-III Sports by Carl Banks

Jessica Howard

French Connection

Karl Lagerfeld

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Marc New York

Major League Baseball

Margaritaville

National Basketball Association

Wilsons Leather

National Football League

National Hockey League

Tommy Hilfiger

Key Owned Brands

Dating back to the beginning of our company, G-III has sold apparel under its own proprietary brands.

Over the years, we developed or acquired brands such as G-III Sports by Carl Banks, Eliza J and Jessica Howard.

We also acquired Andrew Marc, an aspirational luxury outerwear brand, G.H.

Bass, a well-known heritage brand, and Vilebrequin, a premier swimwear and resort wear brand.

In our most significant acquisition to date, we acquired Donna Karan International, which owns DKNY and Donna Karan, two of the world’s most iconic and recognizable brands.

In October 2021, we acquired European luxury fashion brand Sonia Rykiel and in May 2022, we acquired the remaining interests that we did not own in the iconic Karl Lagerfeld fashion brand.

We currently design, manufacture, distribute, market and sell products under our own proprietary brands, as well as license our proprietary brands in a variety of categories and across geographies.

Our key owned brands include:

We acquired the DKNY and Donna Karan brands in 2016.

DKNY is a global iconic fashion brand founded in 1989.

We distribute a full lifestyle offering for the brand globally across premier department stores and their digital sites as well as DKNY stores and digital sites, partner run stores and online retailers.

DKNY merges modern tailoring with sophisticated ease, celebrating the aspirational and practical spirit of New York.

Since G-III acquired DKNY in 2016, we significantly expanded the brand’s wholesale presence through premier department stores and other key retailers including multi-brand and specialty stores.

Today, DKNY operates 14 company operated stores predominately across North America located in premium outlet centers.

Internationally, we operate wholesale distribution in multiple countries across department stores, specialty stores and digital retailers, as well as 58 partner operated stores globally.

We believe there is significant opportunity for further international growth.

We also license the DKNY brand in several categories including fragrance, men’s, kids, home, eyewear, watches and other accessories, which drives additional royalty income to the brand.

Our strategic marketing investments in DKNY help drive the brand’s recognition and appeal among global consumer audiences.

Net sales of our DKNY products were approximately $675 million in fiscal 2025, $590 million in fiscal 2024 and $555 million in fiscal 2023.

We relaunched the Donna Karan brand in North America in Spring 2024.

The new Donna Karan is a modern system of dressing created to appeal to a woman’s senses on every level, addressing the full lifestyle needs of a new consumer.

We own and operate a portfolio of proprietary leading fashion brands that are central to our growth strategy.

These brands are sold across a range of distribution channels at wholesale and through our own digital platforms and retail stores.

Through our marketing efforts, we are focused on building brand equity and global recognition to grow these businesses for the long-term.

Additionally, we strategically license our proprietary brands in complementary categories and

geographies to selected partners.

Our owned brands include DKNY, Donna Karan, Karl Lagerfeld, Vilebrequin, Eliza J, Jessica Howard, Andrew Marc, G.H.

Bass, Wilsons Leather and Sonia Rykiel.

Our owned brands accounted for approximately 57% of our net sales in fiscal 2026, 52% of our net sales in fiscal 2025 and 47% of our net sales in fiscal 2024.

● DKNY – Founded in 1989 and acquired by G-III in 2016, DKNY is a global fashion brand recognized for modern tailoring and sophisticated ease that reflects the spirit of New York.

We distribute a full lifestyle assortment across premier department stores, DKNY stores and digital platforms, partner operated stores, and online retailers.

The brand operates more than 70 stores worldwide, including 13 company operated stores, strategically concentrated in premium outlets and international partner markets, while driving scale through broad wholesale distribution.

We license DKNY across key categories—including fragrance, men’s, kids, home, eyewear, watches and other accessories, which expands brand reach and contributes incremental royalty income.

DKNY net sales were approximately $650 million in fiscal 2026, $675 million in fiscal 2025 and $590 million in fiscal 2024.

● Donna Karan – After acquiring Donna Karan in 2016, G-III relaunched the brand in North America in Spring 2024.

The new Donna Karan offers a modern system of dressing created to appeal to a woman’s senses on every level, addressing the full lifestyle needs of a new consumer.

Inspired by the Donna Karan archives, we have thoughtfully created a new product line that captures the brand’s ethos of timeless elegance, empowering women and accessible luxury, tailored to meet the lifestyle needs of today’s customer.

The new Donna Karan is distributed in premier department stores, digital channels and our own Donna Karan website in North America.

This relaunch was supported by G-III’s largest and most visible marketing investment to re-energize and create excitement among consumers.

Focused on storytelling under Donna Karan’s purpose and rich history of empowering women, the Spring and Fall 2024 marketing campaigns were met with strong consumer response and engagement around the relaunch.

In addition to the Donna Karan product that we produce, we also license additional lifestyle categories, including, fragrance, home, eyewear, suits, intimates, sleep and loungewear.

The brand is currently distributed across premier North American department stores as well as online through marketplace partner platforms and our owned Donna Karan digital site.

We are in the early stages of further developing the brand’s lifestyle offerings.

The brand is generating significant profitability with some of the highest average unit retails (“AURs”) and sell-throughs across our portfolio.

We believe there is a significant opportunity for global growth.

Karl Lagerfeld

In 2022, G-III acquired the remaining interests in the Karl Lagerfeld fashion brand after having previously launched the Karl Lagerfeld Paris brand in North America in 2015.

The June 2022 full acquisition of Karl Lagerfeld expanded G-III’s business and presence in Europe, while adding new international expertise.

The Karl Lagerfeld brand is known for its signature aesthetic combining Parisian classics with a rock-chic attitude and tailored silhouettes.

The brand produces a full lifestyle portfolio of apparel, accessories and footwear as well as licensed categories including fragrance, men’s, kids, home among others and branded experiences with partner operated luxury hotels and residences.

We distribute the brand through more than 170 Karl Lagerfeld stores worldwide, including 64 company operated stores, across over 60 countries.

We also operate 35 Karl Lagerfeld Paris company operated stores across North America located in premium outlet centers.

Net sales of our Karl Lagerfeld products were approximately $580 million in fiscal 2025, $475 million in fiscal 2024 and $365 million in fiscal 2023.

Vilebrequin is a premier provider of luxury status swimwear, resort wear and related accessories, with iconic designs drawn from its French Riviera heritage and founding in St.

● Karl Lagerfeld – G-III acquired the remaining interests in the Karl Lagerfeld fashion brand in 2022, following the earlier 2015 launch of Karl Lagerfeld Paris in North America.

The full acquisition strengthened our European presence and added meaningful international capabilities.

The Karl Lagerfeld brand is defined by a signature aesthetic that blends Parisian classics with a rock chic sensibility and tailored silhouettes.

The brand offers a full lifestyle portfolio across apparel, accessories and footwear, complemented by licensed categories such as fragrance, men’s, kids, home and experiential partnerships including branded luxury hotels and residences.

We distribute Karl Lagerfeld through more than 200 stores worldwide, as well as through 67 company operated stores, across over 60 countries.

Additionally, we operate 34 Karl Lagerfeld Paris company operated stores in North America located in premium outlet centers.

Karl Lagerfeld net sales were approximately $630 million in fiscal 2026, $580 million in fiscal 2025 and $475 million in fiscal 2024.

● Vilebrequin – Vilebrequin is a premier provider of luxury status swimwear, resort wear and related accessories, with iconic designs drawn from its French Riviera heritage and founding in St.

Tropez over forty years ago.

Vilebrequin joined the G-III portfolio in 2012, providing us with a new core competency in luxury swim and a robust global retail network.

Vilebrequin is currently distributed in 104 company operated stores and 97 franchised operated stores and is sold in over 100 countries worldwide.

We continue to grow the brand’s global retail footprint through new stores as well as distribution partners.

We also are expanding Vilebrequin’s lifestyle offering through experiential licensing agreements and extensive collaborations, which drive consumer engagement and fuel brand awareness in global markets.

Vilebrequin currently has five beach club concepts in various stages of development, with plans for additional ones.

We opened our first ever beach club as well as flagship store in Cannes, which is driving powerful brand recognition in the region.

Vilebrequin offers a differentiated lifestyle product and experience to our end consumer, and we think there is an opportunity to further expand the brand’s global presence and unlock growth in new markets.

We continue to expand the brand’s aspirational appeal through experiential licenses and extensive collaborations.

We opened our first ever beach club and flagship store in Cannes in 2022, which is driving powerful engagement in the region.

We have also launched partner operated beach club concepts in Doha and Crete, with several other projects in various stages of development.

Vilebrequin offers a differentiated lifestyle product and experience to our consumer, and we think there is an opportunity to further expand the brand’s global presence and unlock growth in new markets.

Licensing of Our Owned Brands

As our portfolio of owned brands has grown, we have licensed these brands in new categories that we do not have the capability to produce ourselves.

Our licensing program has significantly increased as a result of owning the DKNY, Donna Karan, Karl Lagerfeld and Karl Lagerfeld Paris brands.

We currently license our owned brands in a variety of categories as well as regions and continue to seek new licensing opportunities to broaden the reach of these brands.

We have strong relationships with category leading license partners, including, but not limited to, Marchon, Komar and Inter Parfums.

The DKNY and Donna Karan brands have worldwide license agreements for a broad array of products including fragrance (and related products), intimates, eyewear, bedding and bath products, women’s sleepwear, loungewear, tech accessories, and men’s and women’s fashion watches.

Additionally, we license the DKNY brand in the United States and internationally for children’s clothing, children’s footwear, jewelry, men’s tailored clothing, men’s sportswear, men’s dress shirts, men’s underwear, men’s loungewear, men’s swimwear, men’s and women’s golfwear,

men’s and women’s socks, tech accessories, furniture and rugs.

We license the Karl Lagerfeld brand for a wide range of product categories including, but not limited to, footwear, men’s apparel, fragrances, children’s clothing, eyewear and tech accessories.

We also license the Karl Lagerfeld Paris brand for men’s suits, men’s dress shirts, bedding and bath products.

Further, our experiential licenses with partners for brand activated hotels and luxury villas showcase the brand’s lifestyle allure and drive consumer engagement while keeping the brand relevant in overseas markets.

We have a long-term global licensing agreement with Inter Parfums, Inc.

for the creation, development and distribution of fragrances and fragrance-related products under the DKNY, Donna Karan and Karl Lagerfeld brands.

The initial DKNY and Donna Karan term of the license extends through December 31, 2032 and includes a 5-year option to renew given the achievement of certain sales targets.

The Karl Lagerfeld term of the license extends through October 31, 2032 with no option to renew.

We believe the fragrance category is a brand enhancing extension that enables our brands to connect more broadly with global consumers.

Bass, Vilebrequin, Andrew Marc and Sonia Rykiel brands also have licensed product in a variety of categories.

We intend to continue to focus on expanding licensing opportunities for our proprietary brands.

We believe that we can capitalize on significant, untapped global licensing potential for these brands in a number of categories as these provide a highly accretive licensing royalty income stream to the business while extending our brands’ reach to a wider range of global audiences.

Complementary Portfolio of Licensed Brands

In addition to our owned brands, licensed brands are a key component of our go-forward strategy.

Importantly, licensed brands are a capital light way to grow.

Each brand offers unique attributes that further diversify our portfolio across product, aesthetic, distribution channel and consumer segments.

Under our license agreements, we are generally required to achieve minimum net sales of licensed products, pay guaranteed minimum royalties, make specified royalty and advertising payments (usually based on a percentage of net sales of licensed products) and receive prior approval of the licensor as to all design and other elements of a product prior to production.

License agreements may also restrict our ability to distribute the product to agreed upon geographies and channels as well as to enter into new license agreements for competing products or acquire businesses that produce competing products without the consent of the licensor.

If we do not satisfy any of these requirements or otherwise fail to meet our material obligations under a license agreement, a licensor usually will have the right to terminate our license.

License agreements also typically restrict our ability to assign or transfer the agreement without the prior written consent of a licensor and generally provide that a change in control, including as a result of the acquisition of us by another company, is considered to be a transfer of the license agreement that would give a licensor the right to terminate the license unless it has approved the transaction.

Our ability to renew a license agreement may be subject to the discretion of the licensor or to attaining minimum sales and/or royalty levels and to our compliance with the provisions of the agreement.

As part of our strategy of expanding market penetration of G-III’s owned brands, we enter into licensing agreements with independent parties for specific apparel and complementary product categories that we do not currently produce ourselves.

We provide support to these business partners and ensure the integrity of our brand names by taking an active role in the design, quality control, advertising, marketing and distribution of licensed products.

Our licensing program has significantly increased as a result of owning the DKNY, Donna Karan, Karl Lagerfeld and Karl

Lagerfeld Paris brands.

We currently license our owned brands in a variety of categories as well as regions.

We have developed strong relationships with category leading license partners.

We continue to focus on identifying new licensing opportunities for our owned brands.

We believe that we can capitalize on significant, untapped global licensing potential for these brands in a number of categories as these provide a highly accretive licensing royalty income stream to the business, while also extending our brands’ reach to a wider range of global audiences.

Licensed Brands

Because of our unique expertise and infrastructure, including our status as a supplier of choice for retailers, some of the most well-known names in fashion come to us to create product within our categories of strength.

These brands are sold across a range of points of omni-channel distribution, including at wholesale as well as the brands' own retail stores and digital platforms.

Licensed brands include Calvin Klein, Tommy Hilfiger, Levi’s, Nautica, Halston, Champion, Converse, BCBG, French Connection, Starter and major national sports leagues, among others.

Sales of licensed products accounted for 43.0% of our net sales in fiscal 2026, 48.0% of our net sales in fiscal 2025 and 53.4% of our net sales in fiscal 2024.

Our key licensed brands include:

Beginning in 2005, we had licenses for Calvin Klein men’s and women’s outerwear and subsequently added licenses for women’s suits, dresses, women’s performance wear, women’s sportswear, men’s and women’s swimwear, women’s handbags, small leather goods, luggage and jeanswear in the United States and Canada.

● Calvin Klein – Beginning in 2005, we had licenses for Calvin Klein men’s and women’s outerwear and subsequently added licenses for women’s suits, dresses, women’s performance wear, women’s sportswear, men’s and women’s swimwear, women’s handbags, small leather goods, luggage and jeanswear in the United States and Canada.

By fiscal 2020, we had achieved over $1 billion of net sales of Calvin Klein licensed products annually.

We will now be transitioning away from this brand over the next four years.

Our licenses for Calvin Klein products expire on a staggered basis beginning on December 31, 2024 and continuing through December 31, 2027.

We have the right to request an extension of the Calvin Klein license for the women’s suits category through December 31, 2029.

Tommy Hilfiger

Beginning in 2009, we have continuously expanded our relationship with Tommy Hilfiger.

We have a multi-category womenswear license in the United States and Canada.

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

● Tommy Hilfiger – Beginning in 2009, we have continuously expanded our relationship with Tommy Hilfiger through the licensing of several categories in the United States and Canada including men’s and women’s outerwear, women’s sportswear, dresses, suit separates, performance, jeans and luggage.

By fiscal 2020, we had achieved $500 million of net sales of Tommy Hilfiger licensed products annually.

This license for women’s sportswear, dresses, suit separates, performance and jeans are in addition to our Tommy Hilfiger men’s and women’s outerwear license and Tommy Hilfiger luggage license, both also in the United States and Canada.

Our licenses for Tommy Hilfiger products expire on a staggered basis beginning on December 31, 2025 and continuing through December 31, 2027.

We have the right to request an extension of the Tommy Hilfiger license for the women’s suits category through December 31, 2029.

In March 2023, G-III entered into a licensing agreement with Authentic Brands Group for the Nautica brand for distribution in North America.

The license includes a number of categories under which we currently produce a full women’s jeanswear collection.

Nautica has strong brand recognition offering iconic modern and nautically inspired designs with a casual fit, feel, and function.

G-III launched the women’s jeans category in the Spring 2024 and expects to expand to additional lifestyle categories over time.

The brand serves as a strong addition to our portfolio and complements our current offering of women’s apparel.

In May 2023, we announced the signing of a 25-year master licensing agreement with Xcel Brands, Inc.

for the Halston brand giving G-III access to all categories across men’s and women’s product.

Our licenses for Tommy Hilfiger products expire on a staggered basis which began on December 31, 2025, and will continue through December 31, 2027.

● Nautica – In March 2023, G-III entered into a licensing agreement with Authentic Brands Group for the Nautica brand for distribution in North America.

G-III launched the women’s jeans category in Spring 2024.

● Halston – In May 2023, G-III announced the signing of a 25-year master licensing agreement with Xcel Brands, Inc.

for the Halston brand, giving access to all men’s and women’s product categories.

The agreement gives G-III the ability to sub-license additional categories as well as the option to buy the Halston brand for a predetermined price.

Halston’s simple and classic elegance offers an easy, modern approach to aspirational style.

We launched the initial product in Fall 2024 and will be expanding distribution across our various channels and geographies.

In September 2023, we entered into a licensing agreement for Champion, which was recently acquired by Authentic Brands Group, to design and produce men’s and women’s outerwear collections in North America.

Champion is an iconic American brand born from sport with global recognition, offering athletic apparel with a strong appeal amongst the younger customer.

G-III launched the Champion outerwear product in Fall 2024 and plans to create quality heritage pieces that expand the brand’s renowned lifestyle offering.

In September 2024, G-III announced a global licensing agreement for Converse, Inc., to design and produce adult men’s and women’s apparel.

Converse is an iconic American youth lifestyle brand owned by Nike, Inc.

with international recognition that meets the ever-shifting demands of the younger consumer.

We expect to launch this brand in the Fall 2025, and believe this license represents a significant opportunity for G-III as it enables us to expand our active lifestyle business.

In July 2024, we entered into a licensing agreement with Marquee Brands for its BCBG and BCBG GENERATION brands in the United States and Canada.

Initial product launched in Fall 2024 with plans to broaden distribution across a range of touchpoints and categories over time.

● Champion – G-III entered into the Champion license in September 2023 to produce men’s and women’s outerwear for distribution in North America.

G-III launched its first outerwear collection for Champion in Fall 2024 with plans to continue creating quality heritage pieces that build upon the brand’s renowned lifestyle offering.

● Converse – In September 2024, G-III announced a global licensing agreement for Converse, Inc., to design and produce adult men’s and women’s apparel.

Launched in Fall 2025, this license provides access to a differentiated consumer and distribution network including big box, sports specialty and sporting goods stores, as well as internationally, in Western Europe and through the brand’s global network of Converse stores and partners.

● BCBG – In July 2024, we entered into a licensing agreement with Marquee for its BCBG and BCBG GENERATION brands for distribution in the United States and Canada.

The license includes women’s apparel and swimwear products, focusing on dresses, ready-to-wear separates and comprehensive sportswear collections with an angle of invigorating the brand’s lifestyle vision.

We expect to launch products under these brands in Fall 2025.

We launched products under these brands in Fall 2025.

● French Connection – Effective February 2026, G-III entered into a new licensing agreement for the French Connection brand to develop and distribute women's and men’s apparel and selected accessory products across North America.

The partnership draws on G-III’s deep market expertise and established North American retail relationships to accelerate French Connection’s growth, strengthening its position as a contemporary fashion brand.

First deliveries of our French Connection product began in February 2026 for Spring 2026.

Our current licenses have the following terms and potential renewal terms:

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Fashion Licenses

BCBG (Women's apparel)

December 31, 2029

December 31, 2044

Calvin Klein (Men's outerwear)

December 31, 2025

Calvin Klein (Women's outerwear)

December 31, 2025

Calvin Klein (Women's dresses)

Women's apparel

December 31, 2029

Calvin Klein (Women's suits)

December 31, 2044

Women's dresses

December 31, 2026

Calvin Klein (Women's performance wear)

Women's suits

December 31, 2026

Calvin Klein (Better luggage)

Better luggage

December 31, 2027

Calvin Klein (Women's handbags and small leather goods)

Women's handbags and small leather goods

December 31, 2026

Calvin Klein (Men's and women's swimwear)

Women's and men's swimwear

December 31, 2026

Champion (Men's and women's outerwear)

Women's and men's outerwear

December 31, 2028

December 31, 2033

Cole Haan (Men's and women's outerwear)

Women's and men's outerwear

December 31, 2028

December 31, 2030

Converse (Men's and women's apparel)

Women's and men's apparel

December 31, 2029

December 31, 2037

Dockers (Men's outerwear)

Men's outerwear

November 30, 2027

Halston (Men's and women's apparel)

December 31, 2028

French Connection/FCUK

Women's and men's apparel and outerwear, handbags and men's footwear

December 31, 2030

Kenneth Cole NY/Reaction Kenneth Cole (Men's and women's outerwear)

December 31, 2035

Levi's (Men's and women's outerwear)

November 30, 2027

Margaritaville (Men's and women's apparel)

Women's and men's apparel

December 31, 2028

Nautica (Women's sportswear, jeanswear, tailored clothing and dresses)

December 31, 2048

Kenneth Cole NY/Reaction Kenneth Cole

Women's and men's outerwear

December 31, 2027

Tommy Hilfiger (Men's and women's outerwear)

Women's dresses

January 31, 2028

Women's outerwear

December 31, 2028

Tommy Hilfiger (Luggage)

Women's and men's outerwear

November 30, 2027

Margaritaville

Women's and men's apparel

December 31, 2027

Tommy Hilfiger (Women's sportswear)

Women's sportswear, jeanswear, tailored clothing and dresses

December 31, 2028

Tommy Hilfiger (Women's dresses)

December 31, 2043

Tommy Hilfiger (Women's suits)

Tommy Hilfiger

December 31, 2027

Tommy Hilfiger

Women's dresses

December 31, 2026

Tommy Hilfiger x Leagues

Tommy Hilfiger

Women's suits

December 31, 2026

Vince Camuto (Women's dresses)

Women's dresses

December 31, 2030

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December 31, 2049

Our Strategic Priorities

We are focused on the following strategic priorities, which we believe are critical to our long-term success:

Strategic Priorities

Our strategy is focused on four key strategic pillars, which we believe are critical to driving long-term profitability and shareholder value:

● Drive Growth of Our Owned Brands.

G-III owns a portfolio of globally recognized brands with a significant runway for growth across lifestyle product offerings as well as geographies.

Owned brands offer several key advantages including full control of the brand’s global distribution across channels, including omni-channel, pure-play, off-price retailers and direct-to-consumers through company operated stores and digital sites.

Once at scale, these brands have the ability to generate higher operating margins as there is no royalty fee paid on the sale of the brands’ product.

We also have the ability to license owned brands in new product categories, which G-III does not produce, generating an incremental royalty income stream that enhances the brand’s margins.

Further, we have the ability to build brand equity, benefiting the long-term interests of G-III’s shareholders.

Capturing the long-term potential of our owned brands is one of our top priorities.

With full control over design, production, global distribution and marketing, these brands represent an important and sustainable long-term profit driver, generating higher operating margins and providing an incremental licensing income stream.

We believe we have a significant runway for growth in North America as well as internationally for our key owned brands DKNY, Donna Karan, Karl Lagerfeld and Vilebrequin.

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● Build Our Complementary Portfolio of Licensed Brands.

Our extensive portfolio of licensed brands is complementary to our owned brand business as it broadens our reach to consumers through a full range of lifestyle product categories while driving incremental licensing revenue to G-III.

The most well-known brands in fashion look to partner with us because of our experienced talent, significant expertise in developing a broad range of product, our infrastructure and our status as a supplier of choice for retailers.

We are constantly monitoring the market and seeking brands with strong consumer recognition and the ability to drive profitable sales by leveraging our platform and established infrastructure.

In fiscal 2025, we brought to market three new licensed brands, including Nautica Jeans, which launched in Spring 2024, as well as Halston and Champion, which launched in Fall 2024.

Expanding our portfolio of strategic licenses remains central to our growth strategy.

Each of our licensed brands offer unique attributes that diversify our portfolio across product, aesthetic, distribution channels and consumer segments.

We have built a powerful corporate

platform that enables us to bring brands to market in an efficient and scalable manner.

In 2024, we brought to market three new licensed brands:

Nautica, Halston, and Champion.

In Fall 2025, we launched two additional licenses for Converse and BCBG.

Most recently, in January 2026, we signed a new licensing agreement for the French Connection brand.

We plan to grow these brands as we expand distribution and launch new product over the course of these multi-year licenses.

Additionally, we also signed two new licensing agreements in fiscal 2025 for Converse and BCBG, which we plan to launch in Fall 2025.

Our licensed team sports business had strong double-digit growth in fiscal 2025.

We believe the diversification of our complementary portfolio of licensed brands and as well as their distribution will allow us to mitigate the loss of our Calvin Klein and Tommy Hilfiger licenses.

● Expand Our Global Reach.

International expansion remains one of our largest opportunities over the near and long term.

Vilebrequin, along with our acquisition of Karl Lagerfeld, has helped accelerate our international presence, and we are in the early stages of global expansion for DKNY.

Importantly, several of our newly added licenses provide an opportunity for international distribution.

We continue to actively invest in and build upon our capabilities to support our international business.

We intend to leverage the strength of our brands and our ability to connect with customers to grow our brands internationally and unlock incremental sales in new global markets.

In fiscal 2026, we generated approximately $672.1 million in net sales outside the United States, or approximately 23% of total net sales.

We currently have a presence internationally with our DKNY, Karl Lagerfeld and Vilebrequin brands.

The addition of the Karl Lagerfeld brand in fiscal 2023 to the G-III portfolio of owned brands advanced our strategic priority to further expand our global reach.

Karl Lagerfeld is growing its retail footprint through partner and company operated stores across Europe.

Our Vilebrequin brand is a premier provider of status swimwear, resort wear and related accessories.

The brand advanced its lifestyle appeal by opening its first beach club in the Spring of 2023, located in the idyllic setting of Cannes on the Mediterranean Sea, bringing the essence of high-end beach culture and the timeless chic vibe to life.

Vilebrequin continues to grow through company and partner operated stores and has plans to open additional partner operated beach concepts by the end of 2027.

We are in the early stages of extending our DKNY and Donna Karan brands internationally.

We believe our brands’ existing presence in North America and Europe demonstrates our ability to expand them internationally across new markets in Europe, Asia-Pacific and Latin America.

We expect to unlock significant growth by scaling our brands holistically and continuing to build out our operational capabilities overseas.

In fiscal 2025, we acquired an 18.7% ownership stake in AWWG, a global fashion group and premier platform for international brands, whose partnership, we believe, will be a key accelerator to our international growth priority.

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We plan to leverage AWWG’s well-established infrastructure and experienced management overseas to scale our brands in new geographies.

AWWG has become the official agent for DKNY, Donna Karan and Karl Lagerfeld across Spain and Portugal, and we believe there is significant opportunity to leverage this partnership further and expand into additional key markets across Europe and Asia, where AWWG has a presence.

AWWG has become the official agent for DKNY, Donna Karan and Karl Lagerfeld across Spain and Portugal, as well as for our licensed Converse products in select countries, and we believe there is significant opportunity to leverage this partnership further and expand into additional key markets across Europe, where AWWG has a presence.

Additionally, we are exploring opportunities to manage certain brands owned by AWWG in North America.

Our investment in AWWG will expedite our global expansion efforts, providing us with the expertise and operational capabilities to scale our brands efficiently as we gain a foothold and better understanding of the retail environment in Europe and new markets.

Execute our Turnaround Strategy to Bring O ur North American Retail Segment to Profitability

In fiscal 2024, we began executing our retail segment turnaround strategy in North America, which we expect will significantly reduce losses and present a better in-person brand experience to consumers.

This strategy includes management changes, evaluating our store footprint, and rebasing the merchandising strategy.

In fiscal 2025 we reduced our losses in the segment by more than half compared to fiscal 2024 and saw improvement in the overall productivity of

our DKNY and Karl Lagerfeld Paris direct-to-consumer businesses with increased comparable store sales compared to the year prior.

We believe continued execution of these turnaround initiatives will create a profitable retail business.

● Enhance Our Omni-Channel Capabilities.

The Company aims to enhance its omni-channel capabilities to meet the customer wherever they shop, delivering growth online and in stores.

In North America, we executed well on our retail segment turnaround strategy, which included management changes, reducing our store footprint, and rebasing our merchandising strategy to present a better brand and consumer experience.

These initiatives are improving productivity in our direct-to-consumer business for Karl Lagerfeld and DKNY in North America.

We are making targeted investments to strengthen our global go-to-market execution, including enhanced data capabilities, upgrades to our owned brand websites and expanded digital partnerships.

We are leveraging deeper consumer insights to inform design and merchandising, while improving product presentation across owned and partner platforms to enhance the customer experience and drive conversion.

Platform for Success

● Merchant expertise in product development.

G-III has developed best-in-class, seasoned merchant teams capable of developing lifestyle product for a diverse portfolio of brands.

These teams create high quality, well-designed apparel for our retailers across our diversified channels, serving consumers across a range of price points.

Each of our branded businesses employs its own team of designers and merchandisers who are responsible for conceptualizing and implementing the design direction for the brand across categories that offer a compelling mix of products.

This structure has enabled us to produce differentiated collections for each brand.

We maintain a global pulse on styles, using trend services and color services to enable us to quickly respond to style changes in the apparel industry.

We utilize real-time data and analytics tools, enabling merchandisers to gain a deeper understanding of customer behavior that empowers our teams to quickly respond to changes in consumer preferences and continuously evolve product assortments to fuel growth.

We believe that we have developed a significant customer following and positive reputation in the industry as a result of our design capabilities, sourcing expertise, on-time delivery and high standards of quality control.

Our service, brand stewardship and industry expertise have made us a partner of choice to retailers and brand owners.

Dominance across a range of categories to deliver a full lifestyle offering.

G-III has a proven track record of expertise, having significantly diversified from outerwear to a broad range of other categories over the last 20 years.

We design, source and market women’s and men’s apparel at a wide range of retail price points.

Our design-led, commercially informed lifestyle brand operations strive to provide exciting, differentiated products each season across over 20 apparel, accessory and footwear categories that capture each brand’s unique aesthetic.

Our product offerings primarily include outerwear, dresses, sportswear, suit separates, athleisure, jeans, swimwear, as well as handbags, footwear, small leather goods, cold weather accessories and luggage.

We believe the potential of our brands will assist us in gaining new customers and expanding our product offerings.

We have increased our focus on diversifying our portfolio of brands to grow our market share across our distribution channels.

In fiscal 2025, we launched several new brands to our portfolio including Donna Karan, Nautica, Halston and Champion.

Additionally, in fiscal 2026 we will launch Converse and BCBG.

We believe we can unlock the potential of these brands and expand them into a broad range of lifestyle categories as we diversify their product offerings.

G-III has built best in class, experienced merchant teams that develop lifestyle products across a diverse brand portfolio.

These teams design high quality apparel for our retail partners across multiple channels and price points.

Each brand is supported by its own dedicated designers and merchandisers who define and execute the brand’s design direction, enabling us to deliver differentiated collections.

We maintain a global view of trends, leveraging leading trend and color services to stay responsive to shifts in the apparel market.

Real time data and analytics provide deeper insight into customer behavior, allowing our teams to adapt quickly to evolving consumer preferences and optimize assortments to drive growth.

Our strong design capabilities, sourcing expertise, on time delivery, and rigorous quality standards have earned us a loyal customer base and a strong industry reputation.

Our service, brand stewardship, and deep industry knowledge make us a partner of choice for both retailers and brand owners.

● Dominance across a range of categories.

G-III has a proven track record of expertise, having significantly diversified from outerwear to a breadth of lifestyle categories.

Our products are sold at a wide range of retail price points across multiple touchpoints to reach a broader range of consumers globally.

Our design-led, commercially

informed lifestyle brand operations strive to provide exciting, differentiated products each season across over 20 apparel, accessory and footwear categories that capture each brand’s unique aesthetic.

We remain focused on continuing to diversify our product offering through extended assortments as well as new category launches.

Meanwhile, we are continuously monitoring new brand licenses as well as acquisition opportunities to further bolster our product offering and reach a wider audience of consumers.

● Well-developed sourcing and supply chain infrastructure.

G-III has a trust-based relationship with its vendors, built over the last 40 years, that is a key core competency and forms the foundation of our global supply chain infrastructure.

We support and cultivate these relationships by continuously investing management time while also maintaining a physical presence in key jurisdictions.

Our network of worldwide suppliers allows us to access the highest quality products, negotiate competitive terms without relying on any single vendor, access new technology and design insights and enhance our market intelligence.

Additionally, we employ sourcing and quality control teams that have deep-rooted knowledge with respect to our manufacturers and operate with a local presence.

By working closely with our global partners on all aspects of the supply chain, we aim to safeguard against potential disruptions.

We believe that we have a long-standing competitive advantage with our current supply chain network and remain focused on implementing strategies that bolster and further diversify our global sourcing and production capabilities while leveraging best practices.

Diversified business mix across distribution channels, price points and consumers.

We market our products at multiple price points and across multiple channels of distribution, allowing us to reach a broad range of customers globally.

Our products are sold to approximately 1,600 customers, including a cross section of retailers through their brick-and-mortar and digital channels as well as our online retail partners.

We have established strong relationships with retailers through many years of personal customer service and our objective of meeting or exceeding retailer expectations.

The growing importance of e-commerce and the digital marketplace within the retail sector has led us to continuously adapt our business and expand our omni-channel capabilities and presence across channels.

Additionally, we also distribute products to our own direct to consumer businesses including our company operated retail stores and digital sites.

As economic conditions waver and consumer trends change, we believe that our deep-rooted relationships across the retail landscape, diversified brands serving a wide range of consumers and our product portfolio mix that covers a broad mix of price points allow us to operate on a flexible and advantageous basis.

Experienced management team.

Our executive management team has worked together for a significant period of time and has extensive experience in the apparel industry.

G-III has cultivated trusted vendor relationships over the past 40 years, forming the backbone of our global supply chain.

We strengthen these partnerships by investing significant management time and maintaining a physical presence in key regions.

Our worldwide supplier network enables us to secure high quality products, negotiate competitive terms without relying on any single vendor, access new technology and design insights, and enhance our market intelligence.

Our sourcing and quality control teams operate locally and bring deep knowledge of our manufacturing base.

By working closely with partners across the supply chain, we aim to minimize potential disruptions.

We believe our long standing supplier network gives us a meaningful competitive advantage, and we remain focused on strategies that further diversify and fortify our global sourcing and production and ability to navigate tariffs and other supply chain disruptions while leveraging industry best practices.

● Diversified global distribution network.

We market our products across multiple price points and distribution channels, enabling us to reach a broad global customer base.

Our products are sold to approximately 1,500 customers, including a diverse group of retailers through both brick and mortar and digital channels, as well as online retail partners.

We have built strong, long standing relationships with our retail partners through years of personalized service and a consistent focus on meeting or exceeding expectations.

As e-commerce and digital retail continue to grow, we have adapted by expanding our omni channel capabilities and strengthening our presence across channels.

We also distribute products through our direct to consumer businesses, including company operated retail stores and digital platforms.

Amid evolving economic conditions and shifting consumer trends, we believe our deep retail relationships, diversified brand portfolio, and broad range of price points position us to operate with flexibility and competitive advantage.

● Experienced senior leadership team.

Our highly experienced leadership team is composed of dynamic and strategic executives with a clear vision for the future of G-III.

With a deep understanding of the apparel and other industries, each of our leaders brings a diverse point of view that creates the well-rounded direction to drive our company to be the best.

Morris Goldfarb, our Chairman and Chief Executive Officer, has been with us for over 50 years.

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In addition, in January 2024, Dana Perlman, who has over 20 years of experience in the apparel industry, joined us as our Chief Growth and Operations Officer.

Products — Development and Design

G-III designs, sources and markets women’s and men’s apparel at a wide range of retail price points.

Our product offerings primarily include outerwear, dresses, sportswear, swimwear, women’s suits and women’s performance wear.

We also market footwear and accessories including women’s handbags, small leather goods, cold weather accessories, and luggage.

G-III offers a wide range of products under our own proprietary brands.

See “Key Owned Brands” above.

G-III’s licensed apparel consists of both women’s and men’s products in a broad range of categories.

See “Complementary Portfolio of Licensed Brands” above.

We seek licenses that will enable us to offer a range of products targeting different price points and different distribution channels.

We work with a diversified group of retailers, such as Macy’s, Harley-Davidson, Costco, Kohl’s and Ross Stores in developing product lines that are sold under their private label programs.

Our design teams collaborate with our customers to produce custom-made products for their stores.

Store buyers may provide samples to us or may select styles already available in our showrooms.

We believe we have established a reputation among these buyers for our ability to produce high quality product on a reliable, expeditious and cost-effective basis.

Our in-house designers are responsible for the design and look of our owned, licensed and private label products.

We work closely with our licensors to create designs and styles for each of our licensed brands.

Licensors generally must approve products to be sold under their brand names prior to production.

We maintain a global pulse on styles, using trend services and color services to enable us to quickly respond to style changes in the apparel industry.

Our experienced design personnel and our focused use of outside services enable us to incorporate current trends and consumer preferences in designing new products and styles.

Our design personnel meet regularly with our sales and merchandising departments, as well as with the design and merchandising staffs of our licensors, to review market trends, sales results and the popularity of our latest products.

Our designers present their evaluation of the styles expected to be in demand in the United States.

We also seek input from selected customers with respect to product design.

We believe that our sensitivity to the needs of retailers, coupled with the flexibility of our production capabilities and our continual monitoring of the retail market, enables us to modify designs and order specifications in a timely fashion.

Manufacturing and Sourcing

Product Design and Development

We design, source and market women’s and men’s apparel across a broad range of categories and price points, including outerwear, dresses, sportswear, swimwear, women’s suits, performance wear, footwear and accessories.

Our portfolio includes products under our owned brands, licensed brands and private-label programs.

We pursue licenses that expand our product reach across multiple price points and distribution channels.

We also partner with a diversified group of retailers such as Macy’s, Harley-Davidson, Costco, Kohl’s and Ross Stores to develop private-label collections.

Our design teams collaborate directly with buyers to create exclusive product, leveraging our reputation for reliable, high-quality and cost-effective execution.

Our in-house design teams oversee the development of owned, licensed and private-label products, working closely with licensors to align with brand standards.

Licensed products typically require approval prior to production.

We maintain a global view of fashion trends through trend and color services, enabling us to respond quickly to shifts in consumer preferences.

Our experienced designers and selective use of external resources allow us to incorporate current trends and insights into new styles.

Design teams meet regularly with sales, merchandising and licensors to review market trends, sales results and product performance.

We also gather input from key customers to inform design and assortment decisions.

Our close coordination with retailers, flexible production capabilities and ongoing market monitoring enable us to adjust designs and specifications efficiently.

Sourcing and Manufacturing

G-III’s wholesale operations and retail operations segments arrange for the production of products from a global network of independent, third-party manufacturers, primarily located in Asia.

During fiscal 2025, approximately 76% of our product was sourced from Vietnam, China and Indonesia.

During fiscal 2026, approximately 72% of our product was sourced from Vietnam, China and Bangladesh.

We do not own any manufacturing facilities.

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These offices act as an agent for substantially all of our sourcing in Asia and monitor production at manufacturers’ facilities to ensure quality control, compliance with our manufacturing specifications and social responsibility standards, as well as timely delivery of finished garments to our distribution facilities.

We also have sourcing offices in Vietnam, Indonesia, Jordan and Bangladesh to help support these efforts.

We also have sourcing offices in Vietnam, Indonesia, Jordan, Bangladesh and Cambodia to help support these efforts.

Prior to placing production, and on a recurring basis, we review the political, social, economic, environmental, trade, labor and intellectual property protection conditions in the countries in which we source our products, and we conduct assessments of our manufacturers and supply chain, as discussed under “Vendor Code of Conduct” below.

In connection with the manufacture of our products, manufacturers purchase raw materials including fabric and other materials (such as

linings, zippers, buttons, and trim) at our direction.

In connection with the manufacture of our products, manufacturers purchase raw materials including fabric and other materials (such as linings, zippers, buttons, and trim) at our direction.

We regularly inspect and supervise the manufacture of our products in order to ensure timely delivery, maintain quality control and monitor compliance with our manufacturing specifications.

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In the event a supplier does not comply with our C-TPAT requirements, or if we have determined that the supplier will be unable to correct a deficiency, we may move that supplier’s product through alternative supply chain channels or we may terminate our business relationship with the supplier.

In February 2025, the current administration imposed an additional 10% tariff on imports from China beyond the previous 25% tariff that was already in place.

In March 2025, the current administration announced plans to impose an additional 10% tariff on certain products imported from China.

The current administration has also indicated the potential for additional increases to tariffs on imports into the United States from China as well as other countries.

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 Bangladesh, and the potential for further increases and revisions or terminations to existing trade agreements.

In fiscal 2026, we sourced 25% of our product from China, which is a decrease by more than half from our highest levels of sourcing from China that we experienced years ago as we made significant efforts to better diversify our supply chain.

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We are committed to ethical and responsible conduct in all of our operations and respect for the rights of all individuals.

We strive to ensure that human rights are upheld for all workers involved in our supply chain, and that individuals experience safe, fair and non-discriminatory working conditions.

We strive to ensure that human rights are upheld for all workers involved in our supply chain, and that individuals

experience safe, fair and non-discriminatory working conditions.

In addition, we are committed to compliance with applicable environmental requirements and are committed to seeing that all of our products are manufactured and distributed in compliance with applicable environmental laws and regulations.

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The training provides the factories with a more in-depth explanation of our Vendor Code of Conduct.

In addition to their contractual obligations, we evaluate our suppliers’ compliance with our Vendor Code of Conduct through audits conducted both by our employees and third-party compliance auditing firms on an annual basis.

Human Capital

As of January 31, 2025, we employed approximately 3,500 persons on a full-time basis and approximately 1,100 on a part-time basis.

We employ both union and non-union workforces and believe that our relationships with our employees are positive.

We have not experienced any interruption to our operations due to a labor disagreement with our employees.

We are an Equal Opportunity Employer with policies, procedures and practices that recognize the value and worth of everyone, covering matters such as safety, training, advancement, discrimination, harassment and retaliation, and provide trainings on these important issues to our workforce.

G-III ensures compliance with labor and employment law issues through a variety of processes and procedures, using both internal and external expertise and resources.

Our people are the heart of our organization and we are committed to fostering a strong and engaged workforce by attracting and retaining best-in-class talent and creating an inclusive environment where everyone can learn and grow.

Through trainings, lunch and learns, and other opportunities for mentorship, we are continuously evolving how we can further support our employees so they feel highly valued, productive and effective within their jobs.

We believe that our collective passion for what we create and produce, pride in our partnerships, accountability for how we show up every day and our unwavering entrepreneurial spirit, all contribute to G-III’s culture.

We believe that having an inclusive workplace is essential to success and are committed to providing opportunities for all.

Currently, approximately 63% of our leadership team and 73% of our overall workforce are women, and 49% of our overall workforce identify as Black, Indigenous and People of Color (“BIPOC”).

Of our thirteen Board members, there are four women and four people of diverse backgrounds.

We recognize that insights and ideas from a diverse range of backgrounds will better position us for the future and continue to work towards increasing Board diversity.

We are proud to continue to support The Social Justice Center at the Fashion Institute of Technology (“FIT”), a premier fashion university, whose purpose is to help establish a program that is intended to increase opportunities and accelerate social equity for BIPOC persons entering our industry for years to come.

Talent Acquisition, Development and Retention

Having the right talent in the organization is one of the most critical aspects of our business.

This year our HR team focused on hiring, developing and retaining talent and brought in key talent that have made a positive impact in the organization.

After a successful launch of our Lunch and Learn program facilitated by our leadership team, we have continued the program by offering courses that provided an opportunity for continuous learning about our business.

We have procured a training solution program that will incorporate a G-III Master Class training library that will make these sessions and other educational tools accessible to our employees.

Compensation, Benefits, Safety and Wellness

We firmly believe our comprehensive benefit programs are an integral part of our talent acquisition, retention and overall employee experience.

Supporting the health and wellness of our associates and their loved ones is a top priority and we are proud to offer comprehensive benefits and resources centered around physical, mental and financial wellbeing.

These are tailored to our regional businesses to best support our associates.

We continually evaluate and benchmark our programs to ensure they remain competitive, on-trend and meet compliance.

For fiscal 2026, we will prioritize education and calls to action to ensure our employees understand and take part in all the benefits and programs we offer.

In addition to our benefit programs, we annually recognize the tenure of our employees with service awards and this year we celebrated 80 employees with service of 10, 20, 25, 30, 35 and 40 years.

In addition to their contractual obligations, we evaluate our suppliers’ compliance with our Vendor Code of Conduct through audits conducted both by our associates and third-party compliance auditing firms on an annual basis.

Our marketing efforts focus on strengthening consumer engagement to support customer acquisition and brand growth.

We execute a global strategy that delivers consistent and relevant brand messaging across all consumer touchpoints, including communications, visual merchandising and customer experience.

Each brand’s positioning is managed by our internal creative, visual merchandising and public relations teams, supported by external agencies as needed.

We deploy an integrated mix of digital marketing, branded e-commerce platforms, social media, traditional media, experiential activations, in-store displays and public relations to reach consumers.

We also reinforce our brand messages through our wholesale partners using digital campaigns, advertising programs and in-store visual merchandising.

International distributors complement these efforts through their own e-commerce and social media channels.

We continue to develop targeted initiatives, collaborations and image programs to attract new customers globally.

We support our licensees and international partners with brand campaigns, product imagery and localized activations in priority markets.

Ongoing investments in digital media, content development and marketing tools enhance brand visibility and support our global wholesale and direct-to-consumer channels.

Brand name products sold by us pursuant to a license agreement are promoted by institutional and product advertisements placed by the licensor as well as marketing promotions placed by us.

Our license agreements generally require us to pay the licensor a fee, based on a percentage of net sales of licensed product, to pay for a portion of these advertising costs.

G-III’s products are sold primarily to department, specialty and mass merchant retail stores in the United States.

We sell to approximately 1,500 customers, ranging from national and regional chains to small specialty stores.

We also distribute our products through our retail stores and through digital channels for the DKNY, Donna Karan, Vilebrequin, Karl Lagerfeld, Karl Lagerfeld Paris, G.H.

Bass, Wilsons Leather and Sonia Rykiel businesses, as well as the digital channels of our retail partners such as Macy’s, Nordstrom, Amazon, Fanatics, Zalando and Zappos.

Sales to our ten largest customers accounted for 67.6% of our net sales in fiscal 2026.

Sales to Macy’s, which includes sales to its Macy’s and Bloomingdale’s store chains, as well as through macys.com, accounted for an aggregate of 20.6% of our net sales in fiscal 2026.

Sales to TJX Companies accounted for an aggregate of 11.4% of our net sales in fiscal 2026.

In addition, sales to Ross Stores accounted for an aggregate of 11.0% of our net sales in fiscal 2026.

The loss of any of these customers or a significant reduction in purchases by our largest customers could have a material adverse effect on our results of operations.

A substantial majority of our sales are made in the United States.

We also sell our products to customers in Europe, Canada, the Far East, the Middle East, Central America, South America and Australia, which, on a combined basis, accounted for approximately 22.7% of our net sales in fiscal 2026, 22.6% of our net sales in fiscal 2025 and 22.5% of our net sales in fiscal 2024.

Our products are sold primarily through our direct sales force along with our principal executives who are also actively involved in the sale of our products.

Some of our products are also sold by independent sales representatives located

throughout the United States.

The Canadian market is serviced by a sales and customer service team based both in the United States and in Canada.

Sales outside of the United States and Canada may be managed by our salespeople located in our sales offices in Europe or Asia depending on the customer.

Corporate Social Responsibility

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Engage Our People

Our associates drive our growth and success, and as we continued to focus on our long-term growth plans in fiscal 2025, we prioritized fostering a stronger, more engaging workplace.

We implemented associate engagement initiatives supporting our brands and culture and offered training and development opportunities in areas important to our associates,

including Lunch and Learns with our leadership teams.

Our associates drive our growth and success, and as we focus on our long-term growth plans, we continue our commitment to foster a strong culture for our people.

We implemented associate engagement initiatives supporting our brands and culture and offered training and development opportunities in areas important to our associates, including Lunch and Learns with our leadership teams.

We continued our investments in technology, including new Human Resources systems, to further evolve our ways of working.

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We do this by prioritizing partnerships with vendors and factories that share this commitment and work together to ensure they are well-positioned to meet both our own requirements and a continuously evolving regulatory landscape.

As a member of groups such as Cascale (formerly the Sustainable Apparel Coalition (“SAC”)), we continue to collaborate with others in the industry to strengthen our social and environmental programs and improve vendor performance.

We completed our Scope 1 & 2 greenhouse gas emissions (“GHGe”) footprint and are working on our Scope 3 with the goal of establishing targets and remediation for reducing our impact in the future.

As a member of groups such as Cascale (formerly the Sustainable Apparel Coalition), we continue to collaborate with others in the industry to strengthen our social and environmental programs and improve vendor performance.

We completed our Scope 1, 2 & 3 greenhouse gas emissions (“GHGe”) footprint with the goal of establishing targets and remediation for reducing our impact in the future.

We are making progress on our goal to transition our synthetic materials to 100% recycled sources by 2030 and are working to establish a baseline for additional sustainability targets.

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Beyond our corporate contributions, our associate philanthropic council collaborates with our brands and businesses to develop and execute charitable initiatives that provide volunteer opportunities for our associates.

This year, we expanded our efforts and launched GIII Gives, a platform to make charitable giving and volunteering easier for our associates.

As part of this, we introduced a Matching Gift program to support the causes important to our people.

Our G-III Gives platform streamlines charitable giving and volunteer opportunities for our associates, and the Matching Gift program continues to expand our impact by supporting the causes most meaningful to our people.

We have a solid foundation in place, which we continue to build upon as we build our new Corporate Sustainability Strategy centered around our core CSR principles:

Engage Our People, Protect Our Environment and Invest in Our Community.

Human Capital

As of January 31, 2026, we employed approximately 3,400 full-time and 1,100 part-time associates.

Our workforce includes both union and non-union employees, and we believe our employee relations remain strong.

We have not experienced any material labor disruptions.

We are an Equal Opportunity Employer and maintain policies and practices designed to foster a respectful, safe, and inclusive workplace.

These policies address matters including workplace safety, training, advancement, discrimination, harassment, and retaliation.

We provide regular training on these topics and leverage both internal and external expertise to support compliance with applicable labor and employment laws.

Our associates are central to our success.

We are committed to attracting and retaining high-performing talent and cultivating an environment where individuals can learn and grow.

Through trainings, lunch and learns, and other mentorship opportunities, we support continuous development across the organization.

We believe an inclusive workplace strengthens our organization and enhances long-term performance.

Approximately 59% of our leadership team and 71% of our overall workforce are women, and 47% of our workforce identify as Black, Indigenous, or People of Color.

Of our thirteen directors, four are women and four represent diverse backgrounds.

We remain focused on continued progress in Board and workforce representation.

We also support industry advancement initiatives, including our ongoing partnership with The Social Justice Center at the Fashion Institute of Technology, which is dedicated to expanding access and opportunity for underrepresented talent entering the fashion industry.

Talent Acquisition, Development and Retention

Attracting, developing, and retaining the right talent continues to be a core priority.

During the year, we strengthened our organization with key hires across critical functions and continued to invest in leadership development and enterprise learning initiatives.

Our leadership-led “Lunch and Learn” series has evolved into an ongoing forum for business education and engagement.

In addition, we implemented a centralized Human Capital Management System that streamlines all aspects of the associate lifecycle.

This new platform includes a G-III Master Class library, which will offer associates access to comprehensive professional development resources.

Compensation, Benefits, Safety and Wellness

We view competitive compensation and comprehensive benefits as foundational to the associate experience.

Our programs are designed to support the physical, mental, and financial well-being of our associates and their families, and are tailored to meet regional needs.

We regularly benchmark our offerings to maintain competitiveness and compliance.

In fiscal 2027, we will further prioritize benefit education to increase awareness and participation.

We also recognize long-term contributions through service awards, celebrating 87 associates this year for 10 to 40 years of service.

Customs and Trade Issues

Our arrangements with textile manufacturers and suppliers are subject to requisite customs clearances for products and the imposition of export duties.

Customs duties on our products presently range from duty free to 45%, depending upon the product, composition, construction, country of origin and country of import.

Customs duties imposed on our products vary based on the product, composition, construction, country of origin and country of import.

A substantial majority of our product is imported into the United States and, to a lesser extent, into Canada and Europe.

Countries in which our products are sold may, from time to time, impose new duties, tariffs, surcharges or other import controls or restrictions or adjust prevailing duty or tariff levels.

Any action by the executive branch of the United States government to increase tariffs on imported goods, such as the imposition of tariffs on goods manufactured in China, could adversely affect our business.

Any action by the United States government to increase tariffs on imported goods, such as the imposition of tariffs on goods manufactured in Vietnam or China, could adversely affect 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 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.

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.

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.

Under the provisions of the World Trade Organization (“WTO”) agreement governing international trade in textiles, known as the “WTO Agreement on Textiles and Clothing,” the United States and other WTO member countries have eliminated quotas on textiles and apparel-related products from WTO member countries.

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We believe that we are in compliance with those regulations, as well as applicable federal, state, local, and foreign regulations relating to the discharge of materials hazardous to the environment.

Section 301 Tariffs

Section 301 tariffs on certain goods from China went into effect in 2018.

The United States Trade Representative (“USTR”) is required to conduct a review of the effectiveness and economic impact of a Section 301 action every four years or else the tariffs would expire.

In May 2022, USTR announced that it was commencing a four-year review and between November 2022 and January 2023, USTR accepted comments from the public as to whether the Section 301 tariffs should be continued, terminated, or modified.

Section 301 tariffs were set to expire in September 30, 2023.

In December 2023, the USTR announced the extension through May 2024 of certain Section 301 exclusions.

It is difficult to accurately estimate the impact on our business from these tariff actions or similar actions or when any additional tariffs may become effective.

China Most Favored Nation Status

Following accusations against China that it employed forced labor in manufacturing processes within the country, a bill was introduced in January 2023 to strip China of its permanent Most Favored Nation status, effectively requiring China to re-secure its position by annually applying for presidential approval as a member country.

Two pieces of legislation intended to revoke China’s Permanent Most Favored Nation status are pending in Congress.

Because Most Favored Nation status grants special treatment among member counties with respect to tariffs, if this bill were to pass it would substantially increase tariffs between the United States and China.

The Generalized System of Preferences (“GSP”) program, which extends preferential tariff treatment to certain products from beneficiary developing countries, expired on December 31, 2020.

Re-authorization of GSP requires an act of Congress.

GSP has been allowed to expire several times since it was enacted in 1974.

Each time that GSP has been renewed following a lapse, the renewal has been retroactive, allowing for duties paid on GSP-eligible goods to be refunded following the re-authorization.

The Chairman of the House Ways and Means Trade Subcommittee has indicated that he plans to introduce a bill that would reauthorize GSP.

It has not been determined whether the potential future re-authorization of the GSP program will be fully retroactive and what will be the duration such re-authorization.

Political Environment

The potential impact of new policies that may be implemented as a result of the new administration is currently uncertain.

Any resulting changes in international trade relations, legislation and regulations (including those related to taxation and importation), economic and monetary policies, heightened diplomatic tensions or political and civil unrest, among other potential impacts, could adversely impact the global economy and our operating results.

Marketing and Distribution

G-III’s products are sold primarily to department, specialty and mass merchant retail stores in the United States.

We sell to approximately 1,600 customers, ranging from national and regional chains to small specialty stores.

We also distribute our products through our retail stores and through digital channels for the DKNY, Donna Karan, Vilebrequin, Karl Lagerfeld, Karl Lagerfeld Paris, G.H.

Bass, Wilsons Leather and Sonia Rykiel businesses, as well as the digital channels of our retail partners such as Macy’s, Nordstrom, Amazon, Fanatics, Zalando and Zappos.

Sales to our ten largest customers accounted for 69.6% of our net sales in fiscal 2025.

Sales to Macy’s, which includes sales to its Macy’s and Bloomingdale’s store chains, as well as through macys.com, accounted for an aggregate of 18.0% of our net sales in fiscal 2025.

Sales to TJX Companies accounted for an aggregate of 13.2% of our net sales in fiscal 2025.

In addition, sales to Ross Stores accounted for an aggregate of 12.6% of our net sales in fiscal 2025.

The loss of any of these customers or a significant reduction in purchases by our largest customers could have a material adverse effect on our results of operations.

A substantial majority of our sales are made in the United States.

We also sell our products to customers in Europe, Canada, the Far East, the Middle East, Central America, South America and Australia, which, on a combined basis, accounted for approximately 22.6% of our net sales in fiscal 2025, 22.5% of our net sales in fiscal 2024 and 19.1% of our net sales in fiscal 2023.

Our products are sold primarily through our direct sales force along with our principal executives who are also actively involved in the sale of our products.

Some of our products are also sold by independent sales representatives located throughout the United States.

The Canadian market is serviced by a sales and customer service team based both in the United States and in Canada.

Sales outside of the United States and Canada may be managed by our salespeople located in our sales offices in Europe or Asia depending on the customer.

Brand name products sold by us pursuant to a license agreement are promoted by institutional and product advertisements placed by the licensor.

Our license agreements generally require us to pay the licensor a fee, based on a percentage of net sales of licensed product, to pay for a portion of these advertising costs.

We may also be required to spend a specified percentage of net sales of a licensed product on advertising placed by us.

Our marketing efforts for the repositioned Donna Karan brand are focused on high impact brand campaigns with globally recognizable talent.

We are building brand awareness through messaging that communicates the brand’s historical origins and relevance to today’s consumer.

We have also launched noteworthy media and marketing initiatives to support our wholesale and retail channels.

We will continue to invest in paid strategies that place the brand in outdoor, print and digital media.

DKNY’s marketing efforts are focused around communicating brand DNA and visual identity for the new evolution of the brand.

We are building global awareness through high impact ad campaigns that feature relevant and noteworthy talent.

We strive to create marketing initiatives, collaborations and image programs to attract qualified new customers globally.

We support our licensees and international retail partners with brand campaigns, product specific imagery along with local events and brand activations in our priority markets that are on brand and relevant in that region.

We continue to invest in digital media and storytelling for brand amplification and to establish comprehensive commercial marketing tools that will support our global wholesale and retail channels.

Karl Lagerfeld’s marketing efforts focus building global awareness through high impact ad campaigns and digital content featuring strategic collaborations with top-tier artists, tastemakers and icons.

In North America, the Karl Lagerfeld Paris brand amplifies this vision with locally relevant engagement.

Karl Lagerfeld’s recent marketing efforts have embraced the brand’s DNA by celebrating Karl Lagerfeld’s black-and-white aesthetic and Parisian rock-chic attitude through the launch of new collections, premium pop-up stores, social media coverage and high-profile events.

Additionally, we have entered into partnerships to create a Karl Lagerfeld branded luxury hotel and luxury villas that bring the brand to life.

Vilebrequin’s marketing efforts have been based on continually offering new swimwear prints and expanding the range of its products to new categories such as women’s swimwear, ready-to-wear and accessories.

Besides its traditional advertising networks, such as print, outdoor advertising and catalogues, Vilebrequin is developing new marketing channels through the use of digital media, product placement, impactful collaborations and public relations.

Vilebrequin is also developing a hospitality business through beach clubs and restaurants called Vilebrequin La Plage which offers the south of France “art de vivre” under the sun, while reinforcing distribution and partnerships with luxury resorts to target core customers.

We believe we have developed awareness of our other owned labels primarily through our reputation, consumer acceptance and the fashion press.

We primarily rely on our reputation and relationships to generate business in the private label portion of our wholesale operations segment.

We believe we have developed a significant customer following and positive reputation in the industry as a result of, among other things, our standards of quality control, on-time delivery, competitive pricing and willingness and ability to assist customers in their merchandising of our products.

As digital sales of apparel continue to be an important part of our business, we are developing initiatives to increase our digital presence through our own websites and through the websites of our retail partners.

We are working closely with our retail partners to provide consumers with a high quality digital experience for our products.

We are also working to increase our digital sales through marketing, social influencers and other online drivers of sales.

Retail sales of apparel have traditionally been seasonal in nature.

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Net sales during the third and fourth quarters accounted for approximately 60% of our net sales in fiscal 2026, 61% of our net sales in fiscal 2025 and 59% of our net sales in fiscal 2024.

We are highly dependent on our results of operations during the second half of our fiscal year.

The second half of our fiscal year is expected to continue to provide a larger amount of our net sales and a substantial majority of our net income for the foreseeable future.

The second half of our fiscal year is expected

to continue to provide a larger amount of our net sales and a substantial majority of our net income for the foreseeable future.

We own some of the trademarks used by us in connection with our wholesale operations segment, as well as almost all of the trademarks used in our retail operations segment.

We act as licensee of certain trademarks owned by third parties that are used in connection with our business.

The principal brands that we license are summarized under the heading “Complementary Portfolio of Licensed Brands” above.

The principal brands that we license are summarized under the heading “Licensed Brands” above.

We own a number of proprietary brands that we use in connection with our business and products including, among others, DKNY, Donna Karan, Karl Lagerfeld, Karl Lagerfeld Paris, Vilebrequin, G.H.

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He has served as an executive officer since we acquired the Marvin Richards business in July 2005.

Aaron is also the Chief Executive Officer of our Calvin Klein divisions.

Neal Nackman has been our Chief Financial Officer since September 2005 and was elected Treasurer in April 2006.

14 unchanged sentences

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-K

Item 1. Business