What changed in this filing

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Item 9A. Controls and Procedures

2026-03-24 compared with 2025-03-24 · 267 added, 302 removed, 1089 unchanged (34% of the section changed)

5 unchanged sentences

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual and interim financial statements will not be detected or prevented on a timely basis.

Within the KLH subsidiary, which represented approximately 8.2% of our total net sales for fiscal 2025, the Company identified a material weakness in the operating effectiveness of controls related to information technology general controls (“ITGCs”) over business applications that support the Company’s financial reporting processes.

Within the KLH subsidiary, which represented approximately 9% of our total net sales for fiscal 2026, the Company identified a material weakness in the operating effectiveness of controls related to information technology general controls

(“ITGCs”) over business applications that support the Company’s financial reporting processes.

Automated and manual business process controls that are dependent on the affected ITGCs were also deemed ineffective because they rely upon information and configurations from the affected IT systems.

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Our independent auditors, Ernst & Young LLP, a registered public accounting firm, have audited and reported on our consolidated financial statements and the effectiveness of our internal control over financial reporting.

As a result of the material weakness described above, Ernst & Young LLP has issued an adverse opinion on the effectiveness of our internal controls over financial reporting as of January 31, 2025.

As a result of the

material weakness described above, Ernst & Young LLP has issued an adverse opinion on the effectiveness of our internal controls over financial reporting as of January 31, 2026.

The reports of our independent auditors appear on pages F-1 and F-3 of this Form 10-K.

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The following exhibits filed as part of this report or incorporated herein by reference are management contracts or compensatory plans or arrangements:

Exhibits 10.1, 10.3, 10.4, 10.4(a), 10.4(b), 10.4(c), 10.4(d), 10.5, 10.5(a), 10.5(b), 10.6, 10.7, 10.8, 10.9, 10.10, 10.11, 10.12.

Exhibits 10.1, 10.3, 10.4, 10.4(a), 10.4(b), 10.4(c), 10.4(d), 10.5, 10.5(a), 10.5(b), 10.5(c), 10.5(d), 10.6, 10.7, 10.8, 10.9, 10.10, 10.11, 10.12.

Incorporated by Reference

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Form of Performance Share Unit Agreement for March 28, 2024 performance share unit awards.

Form of Performance Share Unit Agreement for March 19, 2025 performance share unit awards.

Form of Restricted Stock Unit Agreement for December 12, 2025 restricted stock unit awards.

Form of Executive Transition Agreement, as amended.

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Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP.

Certification by Morris Goldfarb, Chief Executive Officer of G-III Apparel Group, Ltd., pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, in connection with G-III Apparel Group, Ltd.’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025.

Incorporated by Reference

Certification by Neal S.

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Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Income (Loss)

Consolidated Statements of Operations and Comprehensive Income

Consolidated Statements of Stockholders’ Equity

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We have audited the accompanying consolidated balance sheets of G-III Apparel Group, Ltd.

and subsidiaries (the Company) as of January 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

and subsidiaries (the Company) as of January 31, 2026 and 2025, the related consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2026, and the related notes and financial statement schedule listed in the Index at Item 15 (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 31, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026, in conformity with U.S.

19 unchanged sentences

As described in Note 1 and Note 2 to the consolidated financial statements, wholesale revenue is adjusted by variable consideration related to markdown allowances and the markdown allowances are recorded as customer refund liabilities.

Auditing the Company’s measurement of variable consideration related to markdown allowances is especially challenging because the method of calculation involves subjective management assumptions about estimates of the expected markdowns.

For example, in addition to historical experience, estimates of future markdown allowances are adjusted to reflect management’s assumptions about performance of the Company’s merchandise, specific known events and industry

Changes in the assumptions can have a material effect on the amount of variable consideration related to markdown allowances recognized.

Auditing the Company’s measurement of variable consideration related to markdown allowances is subjective because the method of calculation involves management assumptions about estimates of the expected markdowns.

How We Addressed the Matter in Our Audit

1 unchanged sentence

For example, we tested controls over management’s review of the significant assumptions underlying the estimates of the markdown allowances.

To test the Company’s measurement of markdown allowances, our audit procedures included, among others, evaluating the Company’s methodologies, evaluating the significant assumptions described above and testing the completeness and accuracy of the underlying data used in management’s analyses.

We compared the significant assumptions used by management to current market and economic trends, historical results and other relevant factors.

Further, we performed sensitivity analyses to evaluate the changes in markdown allowances that would result from changes in the significant assumptions.

To test the Company’s measurement of markdown allowances, our audit procedures included, among others, evaluating the Company’s methodologies, testing the related assumptions described above and testing the completeness and accuracy of the underlying data used in management’s analyses.

We compared the assumptions used by management to historical results and specific known events and industry trends.

Further, we performed sensitivity analyses to evaluate the changes in markdown allowances that would result from changes in the related assumptions.

In addition, we performed a retrospective review of actual customer chargebacks for markdowns to evaluate the historical accuracy of the Company’s estimates.

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and subsidiaries’ internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, because of the material weakness described below on the achievement of the objectives of the control criteria, G-III Apparel Group, Ltd.

In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, G-III Apparel Group, Ltd.

and subsidiaries (the Company) has not maintained effective internal control over financial reporting as of January 31, 2026, based on the COSO criteria.

1 unchanged sentence

The following material weakness has been identified and included in management’s assessment.

Within the KLH subsidiary, the Company identified a material weakness in the operating effectiveness of controls related to information technology general controls (ITCGs) over business applications that support the Company’s financial reporting processes.

Automated and manual business process controls that are dependent on the affected ITCGs were also deemed ineffective because they rely upon information and configurations from the affected IT systems.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a).

Within the KLH subsidiary, the Company identified a material weakness in the operating effectiveness of controls related to information technology general controls (ITGCs) over business applications that support the Company’s financial reporting processes.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, 2026 and 2025, the related consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2026, and the related notes and financial statement schedule listed in the Index at Item 15.

This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2026 consolidated financial statements, and this report does not affect our report dated March 24, 2026, which expressed an unqualified opinion thereon.

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Total liabilities

Redeemable noncontrolling interests

Stockholders' Equity

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Additional paid-in capital

Accumulated other comprehensive loss

Accumulated other comprehensive income (loss)

Retained earnings

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and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

Year Ended January 31,

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Asset impairments

Operating profit (loss)

Operating profit

Other income (loss)

Interest and financing charges, net

Income (loss) before income taxes

Income tax expense (benefit)

Net income (loss)

Income before income taxes

Income tax expense

loss attributable to noncontrolling interests

Net income (loss) attributable to G-III Apparel Group, Ltd.

NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO G-III APPAREL GROUP, LTD.:

Net income (loss) per common share

Net income attributable to G-III Apparel Group, Ltd.

NET INCOME PER COMMON SHARE ATTRIBUTABLE TO G-III APPAREL GROUP, LTD.:

Net income per common share

Weighted average number of shares outstanding

Net income (loss) per common share

Net income per common share

Weighted average number of shares outstanding

Net income (loss)

Other comprehensive income (loss):

1 unchanged sentence

Other comprehensive income (loss)

Comprehensive income (loss)

Comprehensive income

Comprehensive loss attributable to noncontrolling interests:

1 unchanged sentence

Comprehensive loss attributable to noncontrolling interests

Comprehensive income (loss) attributable to G-III Apparel Group, Ltd.

Comprehensive income attributable to G-III Apparel Group, Ltd.

The accompanying notes are an integral part of these statements.

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Comprehensive

Income (Loss)

(In thousands)

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Taxes paid for net share settlements

Other comprehensive income, net

Other comprehensive loss, net

Repurchases of common stock

Excise tax on stock repurchases

Reduction of noncontrolling interest

Net income attributable to G-III Apparel Group, Ltd.

3 unchanged sentences

Taxes paid for net share settlements

Other comprehensive loss, net

Other comprehensive income, net

Repurchases of common stock

Excise tax on stock repurchases

Reduction of noncontrolling interest

Cash dividends declared on common stock ($ 0.10 per share)

Net income attributable to G-III Apparel Group, Ltd.

7 unchanged sentences

Cash flows from operating activities

Net income (loss) attributable to G-III Apparel Group, Ltd.

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities, net of assets and liabilities acquired:

Net income attributable to G-III Apparel Group, Ltd.

Adjustments to reconcile net income to net cash provided by operating activities, net of assets and liabilities acquired:

Depreciation and amortization

2 unchanged sentences

Asset impairments

Equity loss (gain) in unconsolidated affiliates

Equity loss in unconsolidated affiliates

Change in fair value of equity investment

3 unchanged sentences

Deferred income taxes

Non-cash gain on fair value of prior minority ownership of Karl Lagerfeld

Changes in operating assets and liabilities:

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Accounts payable, accrued expenses and other liabilities

Net cash provided by (used in) operating activities

Net cash provided by operating activities

Cash flows from investing activities

1 unchanged sentence

Investment in equity interest of private companies

Investment in equity securities

Sale of equity securities

Proceeds from sale of assets

Capital expenditures

Acquisition of KLH, net of cash acquired

Acquisition of other foreign business, net of cash acquired

Net cash used in investing activities

9 unchanged sentences

Taxes paid for net share settlements

Net cash provided by (used in) financing activities

Dividends paid on common stock

Net cash used in financing activities

Foreign currency translation adjustments

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The Company consolidates the accounts of its wholly-owned and majority-owned subsidiaries.

The Company’s DKNY and Donna Karan business in China is operated by Fabco Holding B.V.

(“Fabco”), a Dutch joint venture limited liability company that was 75 % owned by the Company through April 16, 2024 and was treated as a consolidated majority-owned subsidiary.

Fabco Holding B.V.

(“Fabco”), a Dutch joint venture limited liability company, was 75 % owned by the Company through April 16, 2024 and was treated as a consolidated majority-owned subsidiary.

Effective April 17, 2024, the Company acquired the remaining 25 % interest in Fabco that it did not previously own and, as a result, Fabco began being treated as a wholly-owned subsidiary.

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Effective July 19, 2024, the Company acquired an additional 6.6 % minority interest in AWWG, increasing its total ownership interest to 18.7 % and, as a result, AWWG began being accounted for under the equity method of accounting.

Karl Lagerfeld Holding B.V.

(“KLH”) is a Dutch limited liability company that was 19 % owned by the Company through May 30, 2022 and was accounted for during that time using the equity method of accounting.

Effective May 31, 2022, the Company acquired the remaining 81 % interest in KLH that it did not previously own and, as a result, KLH began being treated as a consolidated wholly-owned subsidiary.

KL North America B.V.

(“KLNA”) is a Dutch joint venture limited liability company that was 49 % owned by the Company and 51 % indirectly owned by KLH through May 30, 2022 and was accounted for during that time using the equity method of accounting.

Effective May 31, 2022, KLNA became an indirect wholly-owned subsidiary of the Company as a result of the Company’s acquisition of the remaining 81 % interest in KLH it did not previously own.

The results of KLH are included in the Company’s consolidated financial statements beginning May 31, 2022.

All material intercompany balances and transactions have been eliminated.

KLH, Vilebrequin International SA (“Vilebrequin”), a Swiss corporation that is wholly-owned by the Company, Sonia Rykiel, a Swiss Corporation that is wholly-owned by the Company, Fabco and AWWG report results on a calendar year basis rather than on the January 31 fiscal year basis used by the Company.

Accordingly, the results of KLH, Vilebrequin, Sonia Rykiel, Fabco and AWWG are included in the financial statements for the year ended or ending closest to the Company’s fiscal year end.

For example, with respect to the Company’s results for the year ended January 31, 2025, the results of KLH, Vilebrequin, Sonia Rykiel, Fabco and AWWG are included for the year ended December 31, 2024.

For the year ended January 31, 2023, the results of KLH, which includes KLNA, are included for the period from May 31, 2022 through December 31, 2022.

The results of the Company’s previous 49 % ownership interest in KLNA and 19 % ownership interest in KLH are included for the period from January 1, 2022 through May 30, 2022.

Karl Lagerfeld Holding B.V.

(“KLH”), a Dutch limited liability company that is wholly-owned by the Company, Vilebrequin International SA (“Vilebrequin”), a Swiss corporation that is wholly-owned by the Company, certain other subsidiaries of the Company and AWWG report results on a calendar year basis rather than on the January 31 fiscal year basis used by the Company.

Accordingly, the results of KLH, Vilebrequin, certain other subsidiaries of the Company and AWWG are included in the financial statements for the year ended or ending closest to the Company’s fiscal year end.

For example, with respect to the Company’s results for the year ended January 31, 2026, the results of KLH, Vilebrequin, certain other subsidiaries of the Company and AWWG are included for the year ended December 31, 2025.

The Company’s retail operations segment reports on a 52/53-week fiscal year.

The Company’s year ended January 31, 2025 was a 52-week fiscal year for the retail operations segment.

The Company’s year ended January 31, 2024 was a 53-week fiscal year for the retail operations segment.

The Company’s fiscal years ended January 31, 2026 and 2025 were both 52-week fiscal years for the retail operations segment.

The Company’s fiscal year ended January 31, 2024 was a 53-week fiscal year for the retail operations segment.

For fiscal 2026, 2025 and 2024, the retail operations segment ended on January 31, 2026, February 1, 2025 and February 3, 2024, respectively.

Cash Equivalents

The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Revenue Recognition

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The Company estimates the anticipated variable consideration and records this estimate as a reduction of revenue in the period the related product revenue is recognized.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Variable consideration, primarily related to sales discounts and allowances, is estimated based on historical experience, current contractual requirements, specific known events and industry trends.

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See Note 3 – Allowance for Doubtful Accounts.

Wholesale inventories, which comprises a significant portion of the Company’s inventory, and KLH’s inventories are stated at the lower of cost (determined by the first-in, first-out method) or net realizable value.

Wholesale inventories, which comprises a significant portion of the Company’s inventory, are stated at the lower of cost (determined by the first-in, first-out method) or net realizable value.

Retail and Vilebrequin inventories are stated at the lower of cost (determined by the weighted average method) or net realizable value.

Substantially all of the Company’s inventories consist of finished goods.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Goodwill and Other Intangibles

Goodwill represents the excess of purchase price over the fair value of net assets acquired in business combinations accounted for under the purchase method of accounting.

Goodwill is subject to annual impairment tests using a qualitative evaluation or a quantitative test using an income approach through a discounted cash flow analysis methodology.

The discounted cash flow approach requires that certain assumptions and estimates be made regarding industry economic factors and future profitability.

Intangible Assets

Intangible assets deemed to have indefinite lives are not amortized, but are subject to annual impairment tests using a qualitative evaluation or a quantitative test using a relief from royalty method, another form of the income approach.

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During fiscal 2025, the Company recorded a $ 7.4 million non-cash impairment charge to fully impair the carrying value of our Sonia Rykiel trademark.

During fiscal 2024, the Company recorded a $ 5.9 million non-cash impairment charge to partially impair the carrying value of our Sonia Rykiel trademark.

See Note 7 – Intangible Assets.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company accounts for its leases in accordance with ASC Topic 842 – Leases (“ASC 842”).

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A potential impairment has occurred if projected future undiscounted cash flows are less than the carrying value of the assets.

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

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

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In fiscal 2024, the Company recorded a $ 1.3 million impairment charge related to leasehold improvements, furniture and fixtures, computer hardware and operating lease assets at certain retail stores as a result of their performance.

In fiscal 2023, the Company recorded a $ 2.7 million impairment charge related to leasehold improvements, furniture and fixtures and operating lease assets at certain retail stores as a result of their performance.

The Company accounts for income taxes and uncertain tax positions in accordance with ASC Topic 740 — Income Taxes (“ASC 740”).

2 unchanged sentences

The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a return, as well as guidance on de-recognition, classification, interest and penalties and financial statement reporting disclosures.

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To the extent the Company prevails in matters for which a liability for an unrecognized tax benefit is established, or is required to pay amounts in excess of the liability, or when other facts and circumstances change, the Company’s effective tax rate in a given financial statement period may be materially affected.

Net Income (Loss) Per Common Share

Basic net income (loss) per common share has been computed using the weighted average number of common shares outstanding during each period.

Net Income Per Common Share

Basic net income per common share has been computed using the weighted average number of common shares outstanding during each period.

Diluted net income per share, when applicable, is computed using the weighted average number of common shares and potential dilutive common shares, consisting of unvested restricted stock unit awards and stock options outstanding during the period.

Approximately 48,000 shares of common stock have been excluded from the diluted net income per share calculation for the year ended January 31, 2026.

A nominal amount of shares of common stock have been excluded from the diluted net income per share calculation for the year ended January 31, 2025.

3 unchanged sentences

Instead, the Company re-issued 460,856 , 368,877 and 610,631 treasury shares in connection with the vesting of equity awards in fiscal 2026, 2025 and 2024, respectively.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table reconciles the numerators and denominators used in the calculation of basic and diluted net income (loss) per share:

The following table reconciles the numerators and denominators used in the calculation of basic and diluted net income per share:

Year Ended January 31,

(In thousands, except share and per share amounts)

Net income (loss) attributable to G-III Apparel Group, Ltd.

Basic net income (loss) per share:

Net income attributable to G-III Apparel Group, Ltd.

Basic net income per share:

Basic common shares

Basic net income (loss) per share

Diluted net income (loss) per share:

Basic net income per share

Diluted net income per share:

Basic common shares

1 unchanged sentence

Diluted common shares

Diluted net income (loss) per share

Diluted net income per share

Equity Award Compensation

2 unchanged sentences

Ultimately, the actual expense recognized over the vesting period will be for those shares that vested.

Restricted stock units (“RSUs”) are time based awards that do not have market or performance conditions and generally (i) cliff vest after three years or (ii) vest over a three year period.

Performance stock units (“PSUs”) granted to executives beginning in fiscal 2020 vest after a three year performance period during which certain earnings before interest and taxes and return on invested capital performance conditions must be satisfied for vesting to occur.

The PSUs granted in fiscal 2020 are also subject to a lock up period that prevents the sale, contract to sell or transfer of shares for two years subsequent to the date of vesting.

Restricted stock units (“RSUs”) are time based

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

awards that do not have market or performance conditions and generally cliff vest after three years or five years .

Performance stock units (“PSUs”) granted to executives vest after a three year performance period during which certain earnings before interest and taxes and return on invested capital performance conditions must be satisfied for vesting to occur.

Special performance stock units (“SPSUs”) were granted to Morris Goldfarb, the Company’s Chairman and Chief Executive Officer, in fiscal 2024 under the terms of his new employment agreement and may be earned if certain stock price, relative Total Shareholder Return target and service conditions are achieved.

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Excess tax benefits arising from the lapse or exercise of an equity award are recognized in income tax expense.

The assumed proceeds from applying the treasury stock method when computing net income (loss) per share is amended to exclude the amount of excess tax benefits that would be recognized in additional paid-in capital.

The assumed proceeds from applying the treasury stock method when computing net income per share is amended to exclude the amount of excess tax benefits that would be recognized in additional paid-in capital.

Cost of Goods Sold

2 unchanged sentences

Additionally, costs expected to be incurred when products are returned should be accrued for upon the sale of the product as a component of cost of goods sold.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Shipping and Handling Costs

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Estimates are based on historical experience and on various other assumptions that the Company believes are reasonable under the circumstances.

The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities that are

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

not readily apparent from other sources.

Actual results may differ from these estimates under different assumptions and conditions.

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Level 3 — inputs to the valuation methodology based on unobservable prices or valuation techniques that are significant to the fair value measurement.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes the carrying values and the estimated fair values of the Company’s debt instruments:

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(In thousands)

Secured Notes

Unsecured loans

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These fair value measurements are considered level 3 measurements in the fair value hierarchy.

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

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

During fiscal 2025, the Company recorded a $ 0.8 million impairment charge primarily related to leasehold

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

improvements and furniture and fixtures at certain retail stores as a result of their performance.

During fiscal 2024, the Company recorded a $ 1.3 million impairment charge primarily related to leasehold improvements, furniture and fixtures, computer hardware and operating lease assets at certain retail stores as a result of their performance.

During fiscal 2023, the Company recorded a $ 2.7 million impairment charge related to leasehold improvements, furniture and fixtures and operating lease assets at certain retail stores as a result of their performance .

Foreign Currency Translation

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Recently Adopted Accounting Guidance

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ ASU”) 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures”.

The ASU expands the scope and frequency of segment disclosures and introduces the concept of a “significant expense principle,” which requires entities to disclose significant expense categories and amounts that are regularly provided to the chief operating decision maker (“CODM”) and included within the reported measure of a segment’s profit or loss.

The ASU also changes current

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

disclosure requirements by allowing entities to report multiple measures of a segment’s profit or loss, provided the reported measures are used by the CODM to assess performance and allocate resources and that the measure closest to GAAP is also provided.

Finally, the ASU requires all segment profit or loss and assets disclosures to be provided on both an annual and interim basis and requires entities to disclose the title and position of the individual identified as the CODM.

The Company adopted ASU 2023-07 retrospectively for the annual periods presented in the financial statements during the year ended January 31, 2025.

The adoption of this standard resulted in additional disclosures for segment reporting.

See Note 14 – Segments for further details on the adoption of ASU 2023-07.

Accounting Guidance Issued Being Evaluated for Adoption

In December 2023, the FASB issued ASU 2023-09 , “Income Taxes (Topic 740):

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ ASU”) 2023-09 , “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures”.

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In addition, the ASU requires public companies to disclose their income tax payments (net of refunds received), disaggregated between federal, state/local and foreign jurisdictions.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company is currently evaluating the standard and determining the extent of additional disclosures that may be required.

The Company adopted ASU 2023-09 retrospectively for the annual periods presented in the financial statements during the year ended January 31, 2026.

The adoption of this standard resulted in additional disclosures for income tax reporting.

See Note 10 – Income Taxes for further details on the adoption of ASU 2023-09.

Accounting Guidance Issued Being Evaluated for Adoption

In November 2024, the FASB issued ASU 2024-03 , “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

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The Company estimates the anticipated variable consideration and records this estimate as a reduction of revenue in the period the related product revenue is recognized.

The liability recorded in connection with variable consideration, primarily related to sales discounts and allowances but excluding cooperative advertising, has been classified as a current liability under “customer refund liabilities” on the consolidated balance sheets.

The Company classifies cooperative advertising as a reduction of net sales in the consolidated statements of operations and comprehensive income (loss).

The liability recorded in connection with variable consideration, primarily related to sales discounts and allowances, has been classified as a current liability under “customer refund liabilities” on the consolidated balance sheets.

Costs expected to be incurred when products are returned should be accrued for upon the sale of the product as a component of cost of goods sold.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Disaggregation of Revenue

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The Company has identified the wholesale operations segment and the retail operations segment as distinct sources of revenue.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Wholesale Operations Segment.

Wholesale revenues include sales of products to retailers under owned, licensed and private label brands, as well as sales related to the Vilebrequin and Karl Lagerfeld businesses, including from retail stores operated by Vilebrequin and Karl Lagerfeld, other than sales of product under the Karl Lagerfeld Paris brand generated by the Company’s retail stores and digital platforms.

Wholesale revenues include sales of products to retailers under owned, licensed and private label brands, as well as sales related to the Karl Lagerfeld and Vilebrequin businesses, including from retail stores operated by Karl Lagerfeld and Vilebrequin, other than sales of product under the Karl Lagerfeld Paris brand generated by the Company’s retail stores and digital platforms.

Wholesale revenues from sales of products are recognized when control transfers to the customer.

2 unchanged sentences

Wholesale revenues also include revenues from license agreements related to trademarks associated with the Company’s owned brands.

As of January 31, 2025, revenues from license agreements represented an insignificant portion of wholesale revenues.

As of January 31, 2026, revenues from license agreements related to trademarks associated with the Company’s owned brands represented an insignificant portion of wholesale revenues.

Retail Operations Segment.

1 unchanged sentence

Bass and Wilsons Leather businesses.

Retail stores primarily consist of DKNY and Karl Lagerfeld Paris retail stores, substantially all of which are operated as outlet stores.

Retail stores primarily consist of DKNY and Karl Lagerfeld Paris retail stores, substantially all of which are operated as outlet stores in North America.

Retail operations segment revenues are recognized at the point of sale when the customer takes possession of the goods and tenders payment.

21 unchanged sentences

Advertising programs are generally agreed upon at the beginning of a season.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Other Allowances .

3 unchanged sentences

For retail customers, as a matter of Company policy, whether merchandise is purchased at the Company’s stores or on its digital platforms, the consumer generally has up to 90 days to return merchandise from the date of purchase.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Variable consideration, primarily related to sales discounts and allowances, is estimated based on historical experience, current contractual and statutory requirements, specific known events and industry trends.

5 unchanged sentences

The Company’s contract liabilities, which are recorded within accrued expenses in the accompanying consolidated balance sheets, primarily consist of gift card liabilities and advance payments from licensees.

In some of its retail concepts, the Company also offers a limited loyalty program where customers accumulate points redeemable for cash discount certificates that expire 90 days after issuance.

Total contract liabilities were $ 6.2 million and $ 5.9 million at January 31, 2026 and 2025, respectively.

19 unchanged sentences

Accounts receivable, net

The allowance for doubtful accounts for wholesale trade receivables is estimated based on several factors.

In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations (such as in the case of bankruptcy filings (including potential bankruptcy filings), extensive delay in payment or substantial downgrading by credit rating agencies), a specific reserve for bad debt is recorded against amounts due from that customer to reduce the net recognized receivable to the amount reasonably expected to be collected.

For all other wholesale customers, an allowance for doubtful accounts is determined through analysis of the aging of accounts receivable at the end of the reporting period for financial statements, assessments of collectability based on historical trends and an evaluation of the

G-III Apparel Group, Ltd.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

impact of economic conditions.

The allowance for doubtful accounts for wholesale trade receivables is estimated based on several factors.

The Company considers both current and forecasted future economic conditions in determining the adequacy of its allowance for doubtful accounts.

1 unchanged sentence

In addition, the Company considers both current and forecasted future economic conditions in determining the adequacy of its allowance for doubtful accounts.

During the year ended January 31, 2026, the Company recorded a $ 17.5 million increase in its allowance for doubtful accounts due to the bankruptcy of Saks Global.

During the year ended January 31, 2026, accounts receivable balances of $ 8.4 million were deemed uncollectable and written off against the allowance primarily due to the bankruptcy of certain customers within the Company’s wholesale operations segment, including Hudson’s Bay Company.

During the year ended January 31, 2025, the Company recorded a $ 6.4 million increase in its allowance for doubtful accounts primarily due to the bankruptcy of certain customers within the Company’s wholesale operations segment, including Hudson’s Bay Company.

During the year ended January 31, 2024, accounts receivable balances of $ 16.7 million were deemed uncollectable and written off against the allowance primarily due to the bankruptcy of certain department store customers.

The Company had the following activity in its allowance for credit losses:

12 unchanged sentences

NOTE 4 — INVENTORIES

Wholesale inventories, which comprise a significant portion of the Company’s inventory, and KLH inventories are stated at the lower of cost (determined by the first-in, first-out method) or net realizable value.

Wholesale inventories, which comprise a significant portion of the Company’s inventory are stated at the lower of cost (determined by the first-in, first-out method) or net realizable value.

Retail and Vilebrequin inventories are stated at the lower of cost (determined by the weighted average method) or net realizable value.

2 unchanged sentences

The inventory return asset is recorded within prepaid expenses and other current assets on the consolidated balance sheets as of January 31, 2026 and 2025.

Inventory held on consignment by the Company’s customers totaled $ 5.9 million and $ 6.6 million at January 31, 2025 and 2024, respectively.

Consignment inventory is stored at the facilities of the Company’s customers.

The Company reflects this inventory on its consolidated balance sheets.

G-III Apparel Group, Ltd.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Inventory held on consignment by the Company’s customers totaled $ 4.4 million and $ 5.9 million at January 31, 2026 and 2025, respectively.

Consignment inventory is stored at the facilities of the Company’s customers.

The Company reflects this inventory on its consolidated balance sheets.

NOTE 5 — PROPERTY AND EQUIPMENT

8 unchanged sentences

Depreciation expense was $ 24.6 million, $ 22.2 million and $ 22.0 million for the years ended January 31, 2026, 2025 and 2024, respectively.

For the year ended January 31, 2026, the Company recorded a $ 2.8 million impairment charge related to furniture and fixtures and computer hardware at certain retail stores as a result of their performance as well as the write-off of assets related to an e-commerce platform that was replaced by a new platform.

For the year ended January 31, 2025, the Company recorded a $ 0.8 million impairment charge related to leasehold improvements and furniture and fixtures of certain retail stores as a result of their performance.

For the year ended January 31, 2024, the Company recorded a $ 0.8 million impairment charge related to leasehold improvements, computer hardware and furniture and fixtures at certain retail stores as a result of their performance.

For the year ended January 31, 2023, the Company recorded a $ 1.8 million impairment charge related to leasehold improvements and furniture and fixtures at certain retail stores as a result of their performance.

The Company evaluates long-lived assets, which consist primarily of property and equipment and operating lease assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

3 unchanged sentences

If the fair value is less than the carrying value, the Company recognizes an impairment charge.

The carrying amount of the asset or asset group is reduced to the estimated fair value based on a discounted cash flow valuation.

The carrying amount of the asset or asset group is reduced to the estimated fair value based on a discounted cash flow valuation, or in the case of operating lease assets, estimated market rents.

Assets to be disposed of are reported at the lower of the carrying amount of the asset or fair value less costs to sell.

7 unchanged sentences

The Company leases retail stores, warehouses, distribution centers, office space and certain equipment.

Leases with an initial term of 12 months or less are not recorded on the balance sheet.

The Company recognizes lease expense for these leases on a straight-line basis over the lease term.

Total rent payable is recorded during the lease term, including rent escalations in which the amount of future rent is certain or fixed on the straight-line basis over the term of the lease (including any rent holiday periods beginning upon control of the premises and any fixed payments stated in the lease).

For leases with an initial term greater than 12 months, a lease

Leases with an initial term of 12 months or

G-III Apparel Group, Ltd.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

liability is recorded on the balance sheet at the present value of future payments discounted at the incremental borrowing rate (discount rate) corresponding with the lease term.

less are not recorded on the balance sheet.

The Company recognizes lease expense for these leases on a straight-line basis over the lease term.

For leases with an initial term greater than 12 months, a lease liability is recorded on the balance sheet at the present value of future payments discounted at the incremental borrowing rate (discount rate) corresponding with the lease term.

An operating lease asset is recorded based on the initial amount of the lease liability, plus any lease payments made to the lessor before or at the lease commencement date and any initial direct costs incurred, less any tenant improvement allowance incentives received or payable at commencement.

26 unchanged sentences

During fiscal 2024, the Company recorded a $ 0.3 million impairment charge related to the operating lease assets at certain retail stores as a result of their performance.

During fiscal 2023, the Company recorded a $ 0.7 million impairment charge related to the operating lease assets at certain retail stores as a result of their performance.

The Company determines the fair value of operating lease assets by discounting the estimated market rental rates over the remaining term of the lease.

The Company’s leases do not provide the rate of interest implicit in the lease.

Therefore, the Company uses its incremental borrowing rate based on the information available at commencement date of each lease in determining the present value of lease payments.

The Company’s operating lease assets and operating lease liabilities increased during fiscal 2025 primarily due to the renewal of the Company’s corporate office lease.

The Company recorded lease costs of $74.4 million, $ 73.5 million and $ 64.9 million during the years ended January 31, 2025, 2024 and 2023, respectively.

Lease costs are recorded within

G-III Apparel Group, Ltd.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

selling, general and administrative expenses in the Company’s consolidated statements of operations and comprehensive income (loss).

The Company’s leases do not provide the rate of interest implicit in the lease.

Therefore, the Company uses its incremental borrowing rate based on the information available at commencement date of each lease in determining the present value of lease payments.

The Company recorded lease costs of $ 72.9 million, $ 74.4 million and $ 73.5 million during the years ended January 31, 2026, 2025 and 2024, respectively.

Lease costs are recorded within selling, general and administrative expenses in the Company’s consolidated statements of operations and comprehensive income.

The Company recorded variable lease costs and short-term lease costs of $ 16.3 million, $ 19.8 million and $ 24.1 million for the years ended January 31, 2026, 2025 and 2024, respectively.

48 unchanged sentences

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

There was no goodwill recognized during the year ended January 31, 2025 or January 31, 2024.

Goodwill represents the excess of the purchase price and related costs over the value assigned to net tangible and identifiable intangible assets of businesses acquired and accounted for under the purchase method.

The Company reviews and tests its goodwill and intangible assets with indefinite lives for impairment at least annually, or more frequently if events or changes in circumstances indicate that the carrying amount of such assets may be impaired.

The Company performs its goodwill test as of January 31 of each year, if applicable, using a qualitative evaluation or a quantitative test using an income approach through a discounted cash flow analysis methodology.

The discounted cash flow approach requires that certain assumptions and estimates be made regarding industry economic factors and future profitability.

The Company also performs its annual test for intangible assets with indefinite lives as of January 31 of each year using a qualitative evaluation or a quantitative test using a relief from royalty method, another form of the income approach.

The Company reviews and tests its intangible assets with indefinite lives for impairment at least annually, or more frequently if events or changes in circumstances indicate that the carrying amount of such assets may be impaired.

The Company performs its annual test for intangible assets with indefinite lives as of January 31 of each year using a qualitative evaluation or a quantitative test using a relief from royalty method, another form of the income approach.

The relief from royalty method requires assumptions regarding industry economic factors and future profitability.

The carrying value of the Company’s goodwill was fully impaired in fiscal 2023 as a result of our annual impairment test.

There was no new goodwill recognized in fiscal 2024 or fiscal 2025.

Fiscal 2026 Annual Indefinite-Lived Intangible Assets Impairment Test

The Company performed its annual test of its indefinite-lived trademarks as of January 31, 2026 using a quantitative impairment test using a relief from royalty method.

The Company’s fiscal 2026 testing determined that the fair value of each of its most significant indefinite-lived intangible assets substantially exceeded its carrying value and, therefore, there were no impairments identified as of January 31, 2026 as a result of these tests.

G-III Apparel Group, Ltd.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Fiscal 2023 Annual Goodwill Impairment Test

The Company performed its annual test of its wholesale reporting unit as of January 31, 2023 by electing to bypass the qualitative assessment and proceed directly to the quantitative impairment test using a discounted cash flows method to estimate the fair value of its wholesale reporting unit.

The Company made this election due to its decline in market capitalization.

The fair value of the wholesale reporting unit for goodwill impairment testing was determined using an income approach and validated using a market approach.

The income approach was based on discounted projected future (debt-free) cash flows for the reporting unit.

The discount rate applied to these cash flows was based on the weighted average cost of capital for the wholesale reporting unit, which takes market participant assumptions into consideration, inclusive of a Company-specific 7.5 % risk premium to account for the additional risk of uncertainly perceived by market participants related to the Company’s overall cash flows.

Estimated future operating cash flows were discounted at a rate of 17.5 % to account for the relative risks of the estimated future cash flows.

For the market approach, used to validate the results of the income approach method, the Company used the guideline company method, which analyzes market multiples of adjusted earnings before interest, taxes, depreciation and amortization for a group of comparable public companies.

As a result of the Company’s fiscal 2023 annual impairment test, the Company recorded a $ 347.2 million non-cash impairment charge during its fourth quarter of fiscal 2023 to fully impair the carrying value of its goodwill, which was included in assets impairments in the Company’s consolidated statements of operations and comprehensive income (loss).

This impairment charge was recorded to the Company’s wholesale operations segment.

Fiscal 2025 Annual Indefinite-Lived Intangible Assets Impairment Test

The Company performed its annual test of its indefinite-lived trademarks as of January 31, 2025 using a qualitative evaluation or a quantitative impairment test using a relief from royalty method, another form of the income approach.

The relief from royalty method requires assumptions regarding industry economic factors and future profitability.

The Company performed its annual test of its indefinite-lived trademarks as of January 31, 2025 using a qualitative evaluation or a quantitative impairment test using a relief from royalty method.

The Company’s fiscal 2025 testing determined that the fair value of each of its indefinite-lived intangible assets substantially exceeded its carrying value except for its Sonia Rykiel trademark.

As a result of the fiscal 2025 annual impairment test, the Company recorded a $ 7.4 million non-cash impairment charge during its fourth quarter of fiscal 2025 to fully impair the carrying value of its Sonia Rykiel trademark, which was included in asset impairments in the Company’s consolidated statements of operations and comprehensive income (loss).

This impairment charge was recorded to the Company’s wholesale operations segment.

Fiscal 2024 Annual Indefinite-Lived Intangible Assets Impairment Test

The Company performed its annual test of its indefinite-lived trademarks as of January 31, 2024 using a qualitative evaluation or a quantitative impairment test using a relief from royalty method, another form of the income approach.

The relief from royalty method requires assumptions regarding industry economic factors and future profitability.

The Company performed its annual test of its indefinite-lived trademarks as of January 31, 2024 using a qualitative evaluation or a quantitative impairment test using a relief from royalty method.

The Company’s fiscal 2024 testing determined that the fair value of each of its indefinite-lived intangible assets substantially exceeded its carrying value except for its Sonia Rykiel trademark.

As a result of the fiscal 2024 annual impairment test, the Company recorded a $ 5.9 million non-cash impairment charge during its fourth quarter of fiscal 2024 to partially impair the carrying value of its Sonia Rykiel trademark, which was included in asset impairments in the Company’s consolidated statements of operations and comprehensive income (loss).

This impairment charge was recorded to the Company’s wholesale operations segment.

Fiscal 2023 Annual Indefinite-Lived Intangible Assets Impairment Test

The Company performed its annual test of its indefinite-lived trademarks as of January 31, 2023 using a qualitative evaluation or a quantitative impairment test using a relief from royalty method, another form of the income approach.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

relief from royalty method requires assumptions regarding industry economic factors and future profitability.

The Company determined that the fair values of each of its indefinite-lived intangible assets substantially exceeded its carrying value and, therefore, there were no impairments identified as of January 31, 2023 as a result of these tests.

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

6 unchanged sentences

(in thousands)

Secured Notes

Unsecured loans

1 unchanged sentence

Foreign credit facilities

Net debt issuance costs (1)

Debt discount

Current portion of long-term debt

(1) Does not include the debt issuance costs, net of amortization, totaling $ 5.4 million and $ 2.4 million as of January 31, 2025 and 2024, respectively, related to the revolving credit facility.

The debt issuance costs have been deferred and are classified in assets in the accompanying consolidated balance sheets in accordance with ASC 835.

Senior Secured Notes

The Company had previously completed a private debt offering of $ 400.0 million aggregate principal amount of the Notes.

The Company had previously completed a private debt offering of $ 400.0 million aggregate principal amount of the Senior Secured Notes due August 2025 (the “Notes”).

In August 2024, the Company used cash on hand and borrowings from its revolving credit facility to make a $ 400.7 million payment to voluntarily redeem the entire $ 400.0 million principal amount of the Notes at a redemption price equal to 100 % of the principal amount of the Notes plus accrued and unpaid interest.

1 unchanged sentence

These debt issuance costs were fully extinguished and charged to interest expense in the Company’s results of operations.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Third Amended and Restated ABL Credit Agreement

3 unchanged sentences

The Company and certain of its wholly-owned domestic subsidiaries, as well as G-III Apparel Canada ULC (collectively, the “Guarantors”), are guarantors under the Third ABL Credit Agreement.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Third ABL Credit Agreement amends and restates the Second Amended Credit Agreement, dated as of August 7, 2020 (as amended, supplemented or otherwise modified from time to time prior to June 4, 2024, the “Second Credit Agreement”), by and among the Borrowers and the Guarantors, the lenders from time-to-time party thereto, and JPMorgan Chase Bank, N.A., in its capacity as the administrative agent thereunder.

19 unchanged sentences

The Third ABL Credit Agreement also includes amounts available for letters of credit.

As of January 31, 2025, there were outstanding trade and standby letters of credit amounting to $ 0.3 million and $ 2.6 million, respectively.

At the date of the refinancing of the Second ABL Credit Agreement, the Company had $ 1.9 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.

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

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

The Company has a total of $ 6.3 million debt issuance costs related to its 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.

As a portion of the consideration for the acquisition of DKNY and Donna Karan, the Company issued to LVMH a junior lien secured promissory note in the principal amount of $ 125.0 million that bore interest at the rate of 2 % per year.

$ 75.0 million of the principal amount of the LVMH Note was paid on June 1, 2023 and the remaining $ 50.0 million of such principal amount was paid on December 1, 2023 .

Total debt issuance costs, net of amortization, were $ 4.2 million and $ 5.4 million as of January 31, 2026 and 2025, respectively.

G-III Apparel Group, Ltd.

2 unchanged sentences

Unsecured Loans

Several of the Company’s foreign entities borrow funds under various unsecured loans of which a portion is to provide funding for operations in the normal course of business while other loans are European state backed loans as part of COVID-19 relief programs.

Several of the Company’s foreign entities borrow funds under various unsecured loans to provide funding for operations in the normal course of business.

In the aggregate, the Company is currently required to make quarterly installment payments of principal in the amount of € 0.8 million under these loans.

2 unchanged sentences

Overdraft Facilities

During fiscal 2021 and 2025, certain of the Company’s foreign entities entered into overdraft facilities that allow for applicable bank accounts to be in a negative position up to a certain maximum overdraft.

Certain of the Company’s foreign entities entered into overdraft facilities that allow for applicable bank accounts to be in a negative position up to a certain maximum overdraft.

These uncommitted overdraft facilities with HSBC Bank allow for an aggregate maximum overdraft of € 10 million.

1 unchanged sentence

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

As part of a COVID-19 relief program, certain of the Company’s foreign entities entered into several state backed overdraft facilities with UBS Bank in Switzerland for an aggregate of CHF 4.7 million at varying interest rates of 0 % to 0.5 %.

As of January 31, 2025, the Company had no borrowings drawn under these various facilities.

Additionally, certain of the Company’s foreign entities 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 January 31, 2026, the Company had an aggregate outstanding balance of € 3.0 million ($ 3.6 million) under these various facilities.

Foreign Credit Facilities

4 unchanged sentences

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

As of January 31, 2025, the Company had no borrowings drawn under these credit facilities.

As of January 31, 2026, the Company had an aggregate outstanding balance of € 4.0 million ($ 4.7 million) under these credit facilities.

Future Debt Maturities

14 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 9 — SUPPLY CHAIN FINANCE PROGRAM

The Company has a voluntary supply chain finance program (the “SCF Program”) administered through a third-party platform.

The Company’s payment obligations confirmed under the SCF Program are due to a financial intermediary that will remit payment to the Company’s suppliers.

The SCF Program also provides participating suppliers with the option to sell their receivables due from the Company, at their sole discretion, to a third-party financial institution at terms negotiated between the supplier and the financial institution.

The Company is not a party to the agreements between the suppliers and the financial institution.

The Company’s payment obligations to its suppliers, including the amounts due and payment terms, which generally do not exceed 75 days , are not impacted by a suppliers’ participation in the SCF Program.

There are no assets pledged as security or other forms of guarantees provided specifically under the SCF Program, however the obligations under the SCF Program benefit from guarantees and collateral provided under our revolving credit facility to which the financial institutions involved in the SCF Program are a party.

The Company’s outstanding payment obligations under its SCF Program are recorded within accounts payable in the Company’s consolidated balance sheets and the corresponding payments are reflected in cash flows from operating activities within the Company’s consolidated statements of cash flows.

As of January 31, 2026, the Company had $ 114.7 million of payment obligations outstanding under the SCF Program.

During the year ended January 31, 2026, the Company settled obligations of $ 668.0 million through the SCF Program.

The following supply chain finance program activity is presented for the year ended January 31, 2026:

January 31, 2026

(In thousands)

Confirmed obligations outstanding at beginning of period

Invoices confirmed during the period

Confirmed invoices paid during the period

Confirmed obligations outstanding at end of period

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 10 — INCOME TAXES

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(In thousands)

State and city

Income tax expense (benefit)

Income (loss) before income taxes

State and local

Income tax expense

Income before income taxes

United States

Non-United States

Effective January 1, 2018, the Tax Cuts and Jobs Act (“TCJA”) subjects a U.S.

Effective January 1, 2018, the Tax Cuts and Jobs Act subjects a U.S.

parent company to current tax on its Global Intangible Low-Taxed Income (“GILTI”).

For fiscal 2025, the Company has elected to treat the tax effect of GILTI as a current period expense.

On July 4, 2025, the One Big Beautiful Bill Act was enacted in the United States, which renamed GILTI to Net Controlled Foreign Corporation Tested Income (“NCTI”).

For fiscal 2026, the Company has elected to treat the tax effect of NCTI as a current period expense.

G-III Apparel Group, Ltd.

10 unchanged sentences

Section 174 R&D amortization

Investment basis differences

Gross deferred income tax assets

8 unchanged sentences

The Company intends to indefinitely reinvest substantially all of the undistributed earnings of its foreign subsidiaries.

The total undistributed earnings of the Company’s foreign subsidiaries that are considered to be indefinitely reinvested were approximately $ 200 million as of January 31, 2025.

Upon distribution of these earnings in the form of dividends or otherwise, the Company does not anticipate any material tax costs.

As such, no deferred taxes have been provided for withholding taxes or other taxes that would result upon repatriation of these undistributed foreign earnings.

On December 12, 2022, the Council of the European Union (“EU”) announced that EU member states reached an agreement to implement the minimum tax component of the Organization for Economic Co-operation and Development’s international tax reform initiative, known as Pillar Two.

The Pillar Two Model Rules provide for a global minimum tax of 15% for multinational enterprise groups, and is effective for fiscal 2025.

On December 12, 2022, the Council of the European Union (“EU”) announced that EU member states reached an agreement to implement the minimum tax component of the Organization for Economic Co-operation and Development’s (“OECD”) international tax reform initiative, known as Pillar Two.

The Pillar Two Model Rules provide for a global minimum tax of 15% for multinational enterprise groups (“MNEs”) and was effective beginning fiscal 2025.

On January 5, 2026, the OECD introduced a side-by-side agreement in which U.S.-parented MNEs are exempt from certain aspects of the global minimum tax.

This agreement is effective for our fiscal year ending January 31, 2027, but is subject to adoption by each jurisdiction.

While these rules did not have a material impact on the Company’s effective tax rate or financial results for fiscal 2026, the Company continues to monitor its operations and evolving tax legislation in the jurisdictions in which it operates.

3 unchanged sentences

The following is a reconciliation of the statutory federal income tax rate to the effective rate reported in the financial statements for the years ended January 31:

(In thousands, except for percentages)

Provision for federal income taxes at the statutory rate

State and local income taxes, net of federal tax benefit (1)

Permanent differences

tax on foreign earnings

Foreign tax rate differential and other foreign adjustments

Foreign tax credit

Valuation allowance

Goodwill impairment

Non-taxable capital gain

Foreign tax effects

Statutory tax rate difference between Netherlands and the United States

Changes in valuation allowances

Amortizable trademark

Statutory tax rate difference between Switzerland and the United States

Changes in valuation allowances

Other foreign jurisdictions

Effects of cross-border tax laws

Foreign-derived deduction eligible income

Changes in valuation allowances

Non-taxable or non-deductible items

Officer compensation

Changes in unrecognized tax benefits

Other adjustments

Actual provision for income taxes

The Company’s effective tax rate increased to 28.4 % in fiscal 2025 compared to 27.4 % in fiscal 2024.

This increase in the Company’s effective tax rate is primarily due to the impact of permanent tax adjustments on the annual effective tax rate, offset by a reduction in unrecognized income tax benefits related to the Company’s foreign exposures.

1) The states that contribute to the majority ( greater than 50% ) of the tax effect in this category include California and New York for the year ended January 31, 2026 and California and New Jersey for the years ended January 31, 2025 and 2024.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company’s effective tax rate increased to 39.1 % in fiscal 2026 compared to 28.4 % in fiscal 2025.

This increase in the Company’s effective tax rate is primarily the result of the Company’s charges related to goodwill impairment of $ 347.2 million which significantly decreased pretax book income in relation to its tax expense in fiscal 2023, as well as operating losses generated in certain foreign jurisdictions during fiscal 2024 that are not expected to be realized.

This increase in the Company’s effective tax rate is primarily due to the impairment of the Company’s $ 20.0 million equity investment in Saks Global and $ 20.0 million equity investment in Saks Off 5 th .com as a result of the bankruptcy filing by Saks Global in January 2026 that is not expected to be deductible for tax purposes.

At January 31, 2026, the Company had state net operating loss carryforwards of $ 3.8 million, of which $ 2.0 million carryforward indefinitely and the remainder primarily expires in 2036 through 2041.

In addition, the Company had foreign net operating loss carryforwards of $ 38.3 million, with most jurisdictions having indefinite carryforward periods.

At January 31, 2025, the Company also has federal foreign tax credit carryforwards of $ 6.1 million, which expire in 2029 through 2035.

At January 31, 2026, the Company also had federal foreign tax credit carryforwards of $ 6.1 million, which expire in 2029 through 2036.

Valuation allowances represent deferred tax benefits where management is uncertain if the Company will have the ability to recognize those benefits in the future.

During the year ended January 31, 2025, the Company recorded an increase to its valuation allowance of $ 7.2 million against its deferred tax assets, of which $ 0.4 million related to an increase in the Company’s deferred tax assets and related valuation allowance for excess foreign tax credits, $ 1.5 million related to a net increase in the Company’s deferred tax assets and related valuation allowance for standalone state tax losses and foreign losses and $ 5.3 million related to an increase in the Company’s valuation allowance for foreign losses not expected to be utilized.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

During the year ended January 31, 2026, the Company recorded an increase to its valuation allowance of $ 9.8 million against its deferred tax assets, of which $ 9.3 million related to an increase in the Company’s deferred tax assets and related valuation allowance for the impairment of the Company’s investments in Saks Global and Saks Off 5 th .com, and the remainder related to a net increase in the Company’s deferred tax assets and related valuation allowance for standalone state tax losses and foreign losses.

Unrecognized Tax Benefits

10 unchanged sentences

federal jurisdiction and various state and foreign jurisdictions.

As of January 31, 2025, there was a decrease in the unrecognized tax position reserve of $ 2.0 million related to state, local and foreign income tax return filings.

The Company’s policy on classification is to include interest in interest and financing charges, net and penalties in selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income (loss).

As of January 31, 2026, there was a net decrease in the unrecognized tax position reserve of $ 1.5 million primarily related to state and local income tax settlements.

The Company’s policy on classification is to include interest in interest and financing charges, net, and penalties in selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income.

The Company and certain of its subsidiaries are subject to U.S.

1 unchanged sentence

Of the major jurisdictions, the Company and its subsidiaries are subject to examination in the United States and various foreign jurisdictions for fiscal year 2019 and forward.

The Company is currently under audit by New York for fiscal years 2019 through 2023 and France for fiscal years 2019 through 2021.

The Company does not expect a material reduction in its unrecognized income tax benefits, prior to any annual increase, during the next twelve months.

The Company is currently under audit by France for fiscal years 2019 through 2021 .

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Income Taxes Paid

Income taxes paid, net of refunds, were as follows for the years ended January 31:

(In thousands)

State and local

Total state and local

Total foreign

State income taxes paid, net of refunds, exceeded five percent of total income taxes paid, net of refunds, for California and New York for the year ended January 31, 2026, California for the year ended January 31, 2025 and California and New Jersey for the year ended January 31, 2024.

Foreign income taxes paid, net of refunds, exceeded five percent of total income taxes paid, net of refunds, for the Netherlands and Canada for the year ended January 31, 2026 and the Netherlands and Hong Kong for the years ended January 31, 2025 and 2024.

NOTE 11 — COMMITMENTS AND CONTINGENCIES

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Although the Company cannot predict with certainty the ultimate resolution of claims, investigations and lawsuits, asserted against the Company, it does not believe that any currently pending legal proceeding or proceedings to which it is a party could have a material adverse effect on its business, financial condition or results of operations.

On June 13, 2025, the Company filed a complaint against PVH Corp.

and two of its subsidiaries (“Defendants”) in the New York County Commercial Division of the Supreme Court of the State of New York for breach of contract, breach of the implied covenant of good faith and fair dealing, and tortious interference with contract arising out of the unreasonable denial of the Company’s request to extend the Calvin Klein and Tommy Hilfiger licenses for the women’s suits category for an additional three-year period and other actions taken by Defendants that undermined the Company’s ability to perform under Calvin Klein and Tommy Hilfiger license agreements and subjected the Company to contractual penalties.

On July 30, 2025, Calvin Klein, Inc.

and Tommy Hilfiger Licensing LLC filed their own complaint against G-III in the same court alleging breaches of the license agreements between the parties.

The Company believes that Calvin Klein, Inc.

and Tommy Hilfiger Licensing LLC’s complaint is without merit, and the Company intends to vigorously defend against these actions.

Due to the uncertainty inherent in any litigation, the Company is unable to estimate any reasonably possible loss, or range of loss, with respect to this matter.

NOTE 12 — STOCKHOLDERS’ EQUITY

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As of January 31, 2026, The Company had 5,631,892 authorized shares remaining under this program.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Long-Term Incentive Plan

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The plan provides for the grant of equity and cash awards, including restricted stock awards, stock options and other stock unit awards to directors, officers and employees.

Restricted stock units (“RSUs”) generally (i) cliff vest after three years or (ii) vest over a three year period.

Performance stock units (“PSUs”) that were granted to executives generally vest after a three year performance period during which certain earnings before interest and taxes and return on invested capital performance standards must be satisfied for vesting

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Restricted stock units (“RSUs”) generally cliff vest after three years or five years .

Special performance stock units (“SPSUs”) were granted to Morris Goldfarb, the Company’s Chairman and Chief Executive Officer, in fiscal 2024 under the terms of his new employment agreement.

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Unvested as of January 31, 2023

( 1,153,872 )

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Unvested as of January 31, 2025

Unvested as of January 31, 2026

Restricted Stock Units

RSUs are time based awards that do not have market or performance conditions and (i) cliff vest after three year s or (ii) vest over a three year period.

RSUs are time based awards that do not have market or performance conditions and cliff vest after three years or five years .

The grant date fair value for RSUs are based on the quoted market price on the date of grant.

Compensation expense for RSUs is recognized in the consolidated financial statements on a straight-line basis over the service period based on their grant date fair value.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Performance Stock Units

Performance stock units consist of PSUs and SPSUs.

Performance stock units (“PSUs”) were granted to executives beginning in fiscal 2020 and vest after a three year performance period during which certain earnings before interest and taxes and return on invested capital performance conditions must be satisfied for vesting to occur.

Performance stock units (“PSUs”) were granted to executives vest after a three year performance period during which certain earnings before interest and taxes and return on invested capital performance conditions must be satisfied for vesting to occur.

PSUs are expensed over the service period under the accelerated attribution method and based on an estimated percentage of achievement of certain pre-established goals.

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For restricted stock units with market conditions, the Company estimates the grant date fair value using a Monte Carlo simulation model.

This valuation methodology utilizes the closing price of the Company’s common stock on grant date and several key assumptions, including expected volatility of the Company’s

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

stock price, and risk-free rates of return.

This valuation methodology utilizes the closing price of the Company’s common stock on grant date and several key assumptions, including expected volatility of the Company’s stock price, and risk-free rates of return.

This valuation is performed with the assistance of a third party valuation specialist.

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Ultimately, the actual expense recognized over the vesting period will be for those shares that vest.

The Company recognized $ 28.9 million, $ 17.2 million and $ 32.5 million in share-based compensation expense for the years ended January 31, 2025, 2024 and 2023 respectively, related to restricted stock unit grants.

At January 31, 2025, 2024 and 2023, unrecognized costs related to the restricted stock units totaled $ 33.5 million, $ 32.8 million and $ 20.8 million, respectively.

The Company recognized $ 23.4 million, $ 28.9 million and $ 17.2 million in share-based compensation expense for the years ended January 31, 2026, 2025 and 2024, respectively, related to equity awards granted under its long-term incentive plans.

At January 31, 2026, 2025 and 2024, unrecognized costs related to the equity awards totaled $ 36.4 million, $ 33.5 million and $ 32.8 million, respectively.

The total fair value of awards for which restrictions lapsed was $ 17.3 million, $ 18.0 million and $ 23.0 million as of January 31, 2026, 2025 and 2024, respectively.

Stock Options

Stock options outstanding at beginning of year

Cancelled or forfeited

Stock options outstanding at end of year

On December 9, 2025 , the Board of Directors declared a quarterly cash dividend of $ 0.10 per share on the issued and outstanding common stock of the company.

The dividend was paid on December 29, 2025 , to all stockholders of record as of December 13, 2025 .

On March 12, 2026 , the Board of Directors declared a quarterly cash dividend of $ 0.10 per share on the issued and outstanding common stock of the company.

The dividend will be paid on March 30, 2026 , to all stockholders of record as of March 23, 2026 .

NOTE 13 — CONCENTRATION

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Three customers in the wholesale operations segment accounted for approximately 18.0 %, 13.2 % and 12.6 %, respectively, of the Company’s net sales for the year ended January 31, 2025.

Two customers in the wholesale operations segment accounted for approximately 21.6 % and 15.4 %, respectively, of the Company’s net sales for the year ended January 31, 2023.

Three customers in the wholesale operations segment accounted for approximately 19.2 %, 13.6 % and 10.1 %, respectively, of the Company’s net sales for the year ended January 31, 2024.

Two customers in the wholesale operations segment accounted for approximately 27.8 % and 13.7 % respectively, of the Company’s net accounts receivable as of January 31, 2026.

Four customers in the wholesale operations segment accounted for approximately 17.0 %, 14.9 %, 13.2 % and 11.5 % respectively, of the Company’s net accounts receivable as of January 31, 2025.

Three customers in the wholesale operations segment accounted for approximately 21.4 %, 13.3 %, and 12.2 %, respectively, of the Company’s net accounts receivable as of January 31, 2024.

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And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 14 — EMPLOYEE BENEFIT PLANS

The Company maintains a 401(k) plan (the “GIII Plan”) and trust for non-union employees.

The Company maintains a 401(k) plan (the “Plan”) and trust for non-union employees.

The Plan provides for a Safe Harbor (non-discretionary) matching contribution of 100 % of the first 3 % of the participant’s contributed pay plus 50 % of the next 2 % of the participant’s contributed pay.

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The wholesale operations segment includes sales of products to retailers under owned, licensed and private label brands, as well as sales related to the Vilebrequin and Karl Lagerfeld businesses, including from retail stores operated by Vilebrequin and Karl Lagerfeld, other than sales of product under the Karl Lagerfeld Paris brand generated by the Company’s retail stores and digital platforms.

Wholesale revenues also include revenues from license agreements related to trademarks associated with the Company’s

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

owned brands.

Wholesale revenues also include revenues from license agreements related to trademarks associated with the Company’s owned brands.

The retail operations segment consists primarily of direct sales to consumers through Company operated stores, which consists primarily of DKNY and Karl Lagerfeld Paris stores, as well as the digital channels for DKNY, Donna Karan, Karl Lagerfeld Paris, G.H.

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Operating profit (loss)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

January 31, 2025

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Operating profit (loss)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

January 31, 2024

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1) Represents intersegment sales to the Company’s retail operations segment .

(2) Other segment items include design and product development costs, professional fees, office expenses, freight and packaging and other selling, general and administrative expenses.

2) Other segment items include design and product development costs, professional fees, office expenses, freight and packaging, allowance for doubtful account charges and other selling, general and administrative expenses.

The total net sales by licensed and proprietary product sales for each of the Company’s reportable segments are as follows:

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Wholesale net sales

Licensed brands

Proprietary brands

Retail net sales

(1) As of May 31, 2022, the Company acquired the remaining interests in KLH (Karl Lagerfeld branded product) that it did not already own.

Net sales of Karl Lagerfeld product were included in licensed brands net sales of the wholesale operations segment through May 31, 2022.

Subsequent to May 31, 2022, net sales of Karl Lagerfeld product are included in proprietary brands net sales of the wholesale operations segment.

The Company allocates overhead to its business segments on various bases, which include units shipped, space utilization, inventory levels, and relative sales levels, among other factors.

The method of allocation has been applied consistently on a year-to-year basis.

The total assets for each of the Company’s reportable segments, as well as assets not allocated to a segment, are as follows:

(In thousands)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The total net sales and long-lived assets by geographic region are as follows:

The total assets for each of the Company’s reportable segments, as well as assets not allocated to a segment, are as follows:

(In thousands)

The total net sales and long-lived assets by geographic region, in thousands, are as follows:

Geographic Region

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Capital expenditures for locations outside of the United States totaled $ 12.7 million, $ 18.1 million and $ 15.0 million for the years ended January 31, 2026, 2025 and 2024, respectively.

Capital expenditures for the wholesale operations segment and retail operations segment were $ 33.8 million and $ 1.4 million, respectively, for the year ended January 31, 2026.

Capital expenditures for the wholesale operations segment and retail operations segment were $ 38.8 million and $ 2.8 million, respectively, for the year ended January 31, 2025.

Capital expenditures for the wholesale operations segment and retail operations segment were $ 20.8 million and $ 3.9 million, respectively, for the year ended January 31, 2024.

NOTE 16 — EQUITY INVESTMENTS

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The investment is classified in investments in unconsolidated affiliates in the Company’s consolidated balance sheet as of January 31, 2026.

Investment in Karl Lagerfeld Holding B.V.

In February 2016, the Company acquired a 19 % minority interest in KLH, the parent company of the group that holds the worldwide rights to the Karl Lagerfeld brand.

The Company paid € 32.5 million (equal to $ 35.4 million at the date of the transaction) for this interest.

This investment was intended to expand the partnership between the Company and the owners of Karl Lagerfeld brand and extend their business development opportunities on a global scale.

In May 2022, the Company acquired the remaining 81 % interest in KLH that it did not previously own, and, as a result, KLH began being treated as a consolidated wholly-owned subsidiary.

Prior to May 2022, the investment in KLH was accounted for under the equity method of accounting and was reflected in Investment in Unconsolidated Affiliates on the consolidated balance sheets at January 31, 2022.

Investment in KL North America

In June 2015, the Company entered into a joint venture agreement with Karl Lagerfeld Group BV (“KLBV”).

The Company paid KLBV $ 25.0 million for a 49 % ownership interest in KLNA.

KLNA holds brand rights to all Karl Lagerfeld trademarks, including the Karl Lagerfeld Paris brand the Company currently uses, for all consumer products (except

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

eyewear, fragrance, cosmetics, watches, jewelry, and hospitality services) and apparel in the United States, Canada and Mexico.

In May 2022, KLNA became an indirect wholly-owned subsidiary of the Company as a result of the Company’s acquisition of the remaining 81 % interest in KLH it did not previously own.

Prior to May 2022, the investment in KLNA was accounted for under the equity method of accounting and was reflected in Investment in Unconsolidated Affiliates on the consolidated balance sheets at January 31, 2022.

Investment in E-Commerce Retailer

The Company reviews its equity method investments for impairment whenever factors indicate that the carrying value of the investment may not be recoverable.

During the fourth quarter of fiscal 2026, the Company determined that its equity method investment in an e-commerce retailer was other-than-temporarily impaired and recorded an impairment charge of $ 5.8 million, which was included in asset impairments in the Company’s consolidated statements of operations and comprehensive income.

This impairment charge was derived using Level 3 inputs and was primarily driven by revised projections of future operating results.

Investments in Saks Global and Saks Off 5 th .com

The Company performs a qualitative assessment of its equity investments accounted for in accordance with ASC Topic 321 to determine if there are indicators that the fair value of the investment is less than its carrying value.

During the fourth quarter of fiscal 2026, the Company determined that its $ 20.0 million equity investment in Saks Global and its $ 20.0 million equity investment in Saks Off 5 th .com were fully impaired as a result of the bankruptcy filing by Saks Global in January 2026.

As a result, the Company recorded an impairment charge of $ 40.0 million, which was included in asset impairments in the Company’s consolidated statements of operations and comprehensive income.

NOTE 17 — RELATED PARTY TRANSACTIONS

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In fiscal 2025, the Company acquired an 18.7 % ownership interest in AWWG and is considered a related party of AWWG (see Note 16).

The Company entered into an agreement for AWWG to be the agent for the Company’s DKNY, Donna Karan and Karl Lagerfeld brands in Spain and Portugal.

In connection with this agreement, the Company incurred commission, service and other fee expense of $ 1.7 million for the year ended January 31, 2025.

As of January 31, 2025, the Company had payables of $ 1.2 million due to AWWG.

The Company entered into an agreement for AWWG to be the agent for the Company’s DKNY, Donna Karan and Karl Lagerfeld brands in Spain and Portugal, as well as for the Company’s licensed Converse products in select countries.

In connection with this agreement, the Company incurred commission, service and other fee expense of $ 6.9 million and $ 1.7 million for the years ended January 31, 2026 and 2025, respectively, and earned income of $ 0.5 million for the year ended January 31, 2026.

The Company had payables of $ 0.7 million and $ 1.2 million due to AWWG at January 31, 2026 and 2025, respectively.

Transactions with Employees

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In fiscal 2023, the Company made a $ 25.0 million investment in an e-commerce retailer.

In fiscal 2025, the Company made an additional $ 0.8 million investment in the same e-commerce retailer.

In both fiscal 2026 and fiscal 2025, the Company made an additional $ 0.8 million investment in the same e-commerce retailer.

The Company’s Chief Executive Officer and Executive Vice President indirectly own 1.4 % of the e-commerce retailer through their ownership in a private investment partnership.

The Company had no material transactions with the e-commerce retailer during the fiscal years ended January 31, 2026, 2025 and 2024.

Transactions with KL North America

Prior to May 30, 2022, G-III owned a 49 % ownership interest in KLNA and was considered a related party of KLNA (see Note 16).

The Company entered into a licensing agreement to use the brand rights to certain Karl Lagerfeld trademarks held by KLNA.

The Company incurred royalty and advertising expense of $ 3.6 million during the period of February 1, 2022 through May 30, 2022 prior to KLNA becoming a consolidated indirect wholly-owned subsidiary of the Company.

NOTE 17 — FABCO

On April 17, 2024, the Company acquired from Amlon Capital B.V.

(“Amlon”) the remaining 25 % interest in Fabco that it did not previously own for $ 0.2 million.

Additionally, at the date of the transaction, there were $ 1.2 million of payables due from Fabco to Amlon.

As settlement of a portion of the outstanding payables, the Company issued a non-interest bearing promissory note to Amlon in the principal amount of $ 0.6 million of which $ 0.4 million of the principal amount is due and payable on April 17, 2025 and $ 0.2 million of the principal amount is due and payable on April 17, 2026.

The promissory note is classified in notes payable in the Company’s consolidated balance sheet as of January 31, 2025.

The remaining $ 0.6 million of payables due to Amlon was forgiven, resulting in the Company recognizing a gain of $ 0.6 million within other income (loss) in the Company’s consolidated statements of operations and comprehensive income (loss).

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And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Since the Company controlled Fabco prior to this transaction and continues to control Fabco after the transaction, the Company accounted for the change in its ownership interest in Fabco as an equity transaction, which was reflected as a reduction of the noncontrolling interest with a corresponding decrease to additional paid in capital as a result of losses incurred by Fabco.

No gain or loss was recognized in the Company’s consolidated statements of operations and comprehensive income (loss) as a result of this transaction.

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

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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-K

Item 9A. Controls and Procedures