G III APPAREL GROUP LTD /DE/ 10-K

ITEM 9A. CONTROLS AND PROCEDURES. ​ As of January 31, 2026, our management, including the Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rule 13a-15I under the Exchange Act). Based on that evaluation, we concluded that our disclosure controls and procedures were not effective because of a material weakness in the Company’s internal control over financial reporting, as described below. Our internal controls over financial reporting are designed to confirm that information required to be disclosed by G-III in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. ​ Material Weakness in Internal Control ​ 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 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 54 Table of Contents (“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. ​ We concluded that the material weakness did not result in any material misstatements in our financial statements or disclosures in the current year. Based on additional procedures and post-closing review, management concluded that the consolidated financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States. ​ Remediation Measures ​ Management, with oversight from the Audit Committee of the Board of Directors, is performing remedial actions and has developed a full plan designed to remediate these deficiencies. This plan includes, among other items, additional risk assessment procedures over information technology, enhancements to controls, and additional training related to the operational effectiveness of control procedures. These deficiencies will not be considered remediated until the remediation plan is complete, and controls have been operational for a sufficient period of time and successfully tested. ​ Changes in Internal Control over Financial Reporting ​ Other than the material weakness described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended January 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ​ Management’s Report on Internal Control over Financial Reporting ​ Management is responsible for establishing and maintaining an adequate system of internal control over our financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, management has conducted an assessment, including testing, using the criteria on Internal Control — Integrated Framework (2013) , issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. ​ Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness of internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ​ Based on its assessment, management identified within the Company’s KLH subsidiary a material weakness in the operating effectiveness of controls related to 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. Management concluded that the material weakness did not result in any material misstatements in our financial statements or disclosures in the current year. Based on additional procedures and post-closing review, management concluded that the consolidated financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States. However, because of this material weakness, management has concluded that we did not maintain effective internal control over financial reporting as of January 31, 2026, based on criteria in Internal Control — Integrated Framework (2013) , issued by the COSO. ​ 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 55 Table of Contents 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. ​ ITEM 9B. OTHER INFORMATION. ​ Insider Adoption or Termination of Trading Agreements ​ During the three months ended January 31, 2026, no director or officer of the Company informed us of the adoption , modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. ​ ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. ​ None. ​ PART III ​ ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. ​ We have adopted a code of ethics and business conduct, or Code of Ethics and Conduct, which applies to all of our employees, our principal executive officer, principal financial officer, principal accounting officer controller and persons performing similar functions. Our Code of Ethics and Conduct is located on our Internet website at www.g-iii.com under the heading “Corporate Governance.” Any amendments to, or waivers from, a provision of our Code of Ethics and Conduct that apply to our principal executive officer, principal financial officer, principal accounting officer, controller and persons performing similar functions will be disclosed on our Internet website within five business days following such amendment or waiver. The information contained on or connected to our Internet website is not incorporated by reference into this Form 10-K and should not be considered part of this or any other report we file with or furnish to the Securities and Exchange Commission. ​ The information required by Item 401 of Regulation S-K regarding directors is contained under the heading “Proposal No. 1 — Election of Directors” in our definitive Proxy Statement (the “Proxy Statement”) relating to our Annual Meeting of Stockholders to be held on or about June 12, 2026, to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934 with the Securities and Exchange Commission, and is incorporated herein by reference. For information concerning our executive officers, see “Business — Information About Our Executive Officers” in Item 1 in this Form 10-K. ​ The information required by Item 405 of Regulation S-K is contained under the heading “Delinquent Section 16(a) Reports” in our Proxy Statement and is incorporated herein by reference. The information required by Items 407(c)(3), (d)(4), and (d)(5) of Regulation S-K is contained under the heading “Corporate Governance” in our Proxy Statement and is incorporated herein by reference. ​ ITEM 11. EXECUTIVE COMPENSATION. ​ The information required by this Item 11 is contained under the headings “Executive Compensation” and “Compensation Committee Report” in our Proxy Statement and is incorporated herein by reference. ​ 56 Table of Contents ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. ​ Security ownership information of certain beneficial owners and management as called for by this Item 12 is incorporated by reference to the information set forth under the heading “Beneficial Ownership of Common Stock by Certain Stockholders and Management” in our Proxy Statement. ​ Equity Compensation Plan Information ​ The following table provides information as of January 31, 2026, the last day of fiscal 2026, regarding securities issued under G-III’s equity compensation plans that were in effect during fiscal 2026. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Securities ​ ​ ​ ​ ​ ​ ​ ​ ​ Remaining Available for ​ ​ Number of Securities to ​ Weighted Average ​ Future Issuance Under ​ ​ be Issued Upon Exercise ​ Exercise Price of ​ Equity Compensation ​ ​ of Outstanding Options, ​ Outstanding Options, ​ Plans (Excluding Securities ​ ​ Warrants and Rights ​ Warrants and Rights ​ Reflected in Column (a)) Plan Category ​ ​ ​ (a) ​ (b) ​ (c) Equity compensation plans approved by security holders ​ 3,369,786 (1) ​ ​ $ — ​ ​ 599,477 (2) ​ Equity compensation plans not approved by security holders ​ — ​ ​ ​ — ​ ​ — ​ Total ​ 3,369,786 (1) ​ ​ $ — ​ ​ 599,477 (2) ​ (1) Includes outstanding awards of 1,168,736 and 2,201,050 shares of Common Stock issuable upon vesting of restricted stock units under our 2015 Long-Term Incentive Plan and 2023 Long-Term Incentive Plan, respectively. (2) Under our 2023 Long-Term Incentive Plan. ​ ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. ​ The information required by this Item 13 is contained under the headings “Certain Relationships and Related Transactions” and “Corporate Governance” in our Proxy Statement and is incorporated herein by reference. ​ ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. ​ The information required by this Item 14 is contained under the heading “Principal Accounting Fees and Services” in our Proxy Statement and is incorporated herein by reference. ​ PART IV ​ ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. ​ 1. Financial Statements. ​ 2. Financial Statement Schedules. ​ The Financial Statements and Financial Statement Schedules are listed in the accompanying index to consolidated financial statements beginning on page F-1 of this report. All other schedules, for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions, are shown in the financial statements or are not applicable and therefore have been omitted. ​ 57 Table of Contents Exhibits: ​ 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), 10.5(c), 10.5(d), 10.6, 10.7, 10.8, 10.9, 10.10, 10.11, 10.12. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Incorporated by Reference Exhibit No. ​ Document ​ Form ​ File No. ​ Date Filed 3.1 ​ Certificate of Incorporation. ​ S-1 ​ 000-18183 ​ 11/3/1989 3.1(a) ​ Certificate of Amendment of Certificate of Incorporation, dated June 8, 2006. ​ 10-Q (Q2 2007) ​ 000-18183 ​ 9/13/2006 3.1(b) ​ Certificate of Amendment of Certificate of Incorporation, dated June 7, 2011. ​ 8-K ​ 000-18183 ​ 6/9/2011 3.1(c) ​ Certificate of Amendment of Certificate of Incorporation, dated June 30, 2015. ​ 8-K ​ 000-18183 ​ 7/1/2015 3.2 ​ By-Laws, as amended, of G-III. ​ 8-K ​ 000-18183 ​ 3/15/2013 4.1 ​ Description of Securities ​ 10-K (2020) ​ 000-18183 ​ 3/30/2020 10.1 ​ Employment Agreement, dated August 9, 2023, between G-III Apparel Group, Ltd. and Morris Goldfarb ​ 8-K ​ 000-18183 ​ 8/10/2023 10.2 ​ Third Amended and Restated ABL Credit Agreement, dated as of June 4, 2024, among G-III Leather Fashions, Inc., Riviera Sun, Inc., AM Retail Group, Inc. and The Donna Karan Company Store LLC, as Borrowers, the Loan Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. ​ 8-K ​ 000-18183 ​ 6/6/2024 10.3 ​ G-III 2005 Amended and Restated Stock Incentive Plan, (the “2005 Plan”). ​ 8-K ​ 000-18183 ​ 3/15/2013 10.4 ​ G-III 2015 Long-Term Incentive Plan, as amended. ​ 8-K ​ 000-18183 ​ 8/10/2023 10.4(a) ​ Form of Amended and Restated Restricted Stock Unit Agreement, dated June 28, 2021, with respect to revised awards under the 2015 Plan. ​ 8-K ​ 000-18183 ​ 6/30/2021 10.4(b) ​ Form of Performance Share Unit Agreement for March 18, 2022 performance share unit awards. ​ 8-K ​ 000-18183 ​ 3/24/2022 10.4(c) ​ Form of Performance Share Unit Agreement for April 27, 2023 performance share unit awards. ​ 8-K ​ 000-18183 ​ 5/1/2023 10.4(d) ​ Performance Share Unit Agreement, dated August 9, 2023. ​ 8-K ​ 000-18183 ​ 8/10/2023 10.5 ​ G-III 2023 Long-Term Incentive Plan. ​ DEF 14A ​ 000-18183 ​ 9/11/2023 10.5(a) ​ Performance Share Unit Agreement, dated October 17, 2023 ​ 10-Q (Q3 2024) ​ 000-18183 ​ 12/6/2023 10.5(b) ​ Form of Performance Share Unit Agreement for March 28, 2024 performance share unit awards. ​ 8-K ​ 000-18183 ​ 4/3/2024 10.5(c) ​ Form of Performance Share Unit Agreement for March 19, 2025 performance share unit awards. ​ 8-K ​ 000-18183 ​ 3/21/2025 10.5(d) ​ Form of Restricted Stock Unit Agreement for December 12, 2025 restricted stock unit awards. ​ 8-K ​ 000-18183 ​ 12/16/2025 10.6 ​ Form of Executive Transition Agreement, as amended. ​ 8-K ​ 000-18183 ​ 2/16/2011 10.7 ​ Employment Agreement, dated as of August 29, 2023, by and between Sammy Aaron and G-III. ​ 8-K ​ 000-18183 ​ 8/30/2023 10.8 ​ Form of Indemnification Agreement. ​ 10-Q (Q3 2011) ​ 000-18183 ​ 12/10/2010 10.9 ​ Employment Agreement, dated as of December 4, 2023, between G-III and Jeffrey D. Goldfarb. ​ 8-K ​ 000-18183 ​ 12/5/2023 10.10 ​ Executive Transition Agreement, dated as of December 4, 2023, between G-III and Jeffrey D. Goldfarb. ​ 8-K ​ 000-18183 ​ 12/5/2023 10.11 ​ Severance Agreement, dated as of December 9, 2016, between G-III and Neal Nackman. ​ 8-K ​ 000-18183 ​ 12/14/2016 10.12 ​ Amended Employment Agreement, dated as of November 27, 2023, between G-III and Dana Perlman. ​ 8-K ​ 000-18183 ​ 12/5/2023 19.1 * ​ G-III Apparel Group, Ltd. Insider Trading Policy ​ — ​ — ​ — 21* ​ Subsidiaries of G-III. ​ — ​ — ​ — 23.1* ​ Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP. ​ — ​ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 58 Table of Contents ​ ​ ​ ​ Incorporated by Reference Exhibit No. ​ Document ​ Form ​ File No. ​ Date Filed 31.1* ​ 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, 2026. ​ — ​ — ​ — 31.2* ​ Certification by Neal S. Nackman, Chief Financial 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, 2026. ​ — ​ — ​ — 32.1** ​ Certification by Morris Goldfarb, Chief Executive Officer of G-III Apparel Group, Ltd., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with G-III Apparel Group, Ltd.’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026. ​ — ​ — ​ — 32.2** ​ Certification by Neal S. Nackman, Chief Financial Officer of G-III Apparel Group, Ltd., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with G-III Apparel Group, Ltd.’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026. ​ — ​ — ​ — 97.1* ​ G-III Apparel Group, Ltd. Clawback Policy ​ — ​ — ​ — 101.INS* ​ iXBRL Instance Document. ​ — ​ — ​ — 101.SCH* ​ iXBRL Schema Document. ​ — ​ — ​ — 101.CAL* ​ iXBRL Calculation Linkbase Document. ​ — ​ — ​ — 101.DEF* ​ iXBRL Extension Definition. ​ — ​ — ​ — 101.LAB* ​ iXBRL Label Linkbase Document. ​ — ​ — ​ — 101.PRE* ​ iXBRL Presentation Linkbase Document. ​ — ​ — ​ — 104* ​ Cover Page Interactive Data File (embedded within the Inline XBRL document) ​ — ​ — ​ — ​ * Filed herewith. ​ ** Exhibits 32.1 and 32.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibits shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934. ​ ITEM 16. FORM 10-K SUMMARY. ​ Not applicable. ​ 59 Table of Contents SIGNATURES ​ Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ ​ ​ ​ ​ ​ ​ ​ ​ G-III APPAREL GROUP, LTD. ​ ​ ​ ​ ​ By: /s/ Morris Goldfarb ​ ​ ​ Morris Goldfarb, ​ ​ ​ Chief Executive Officer ​ March 24, 2026 ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. ​ ​ ​ ​ ​ ​ Signature ​ ​ ​ Title ​ ​ ​ Date ​ ​ ​ ​ ​ /s/ Morris Goldfarb ​ Director, Chairman of the Board and Chief Executive Officer (principal executive officer) ​ March 24, 2026 Morris Goldfarb ​ ​ ​ ​ ​ /s/ Neal S. Nackman ​ Chief Financial Officer (principal financial and accounting officer) ​ March 24, 2026 Neal S. Nackman ​ ​ ​ ​ ​ /s/ Sammy Aaron ​ Director, Vice Chairman and President ​ March 24, 2026 Sammy Aaron ​ ​ ​ ​ ​ /s/ Thomas J. Brosig ​ Director ​ March 24, 2026 Thomas J. Brosig ​ ​ ​ ​ ​ /s/ Dr. Joyce F. Brown ​ Director ​ March 24, 2026 Dr. Joyce F. Brown ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Jeffrey Goldfarb ​ Director ​ March 24, 2026 Jeffrey Goldfarb ​ ​ ​ ​ ​ /s/ Victor Herrero ​ Director ​ March 24, 2026 Victor Herrero ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Robert L. Johnson ​ Director ​ March 24, 2026 Robert L. Johnson ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Patti H. Ongman ​ Director ​ March 24, 2026 Patti H. Ongman ​ ​ ​ ​ ​ /s/ Laura Pomerantz ​ Director ​ March 24, 2026 Laura Pomerantz ​ ​ ​ ​ ​ /s/ Michael Shaffer ​ Director ​ March 24, 2026 Michael Shaffer ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Cheryl Vitali ​ Director ​ March 24, 2026 Cheryl Vitali ​ ​ ​ ​ ​ /s/ Richard White ​ Director ​ March 24, 2026 Richard White ​ ​ ​ ​ ​ /s/ Andrew Yaeger ​ Director ​ March 24, 2026 Andrew Yaeger ​ ​ ​ 60 Table of Contents ​ INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ​ AND FINANCIAL STATEMENT SCHEDULE (Item 15(a)) G-III Apparel Group, Ltd. and Subsidiaries ​ ​ ​ ​ ​ Page ​ Reports of Independent Registered Public Accounting Firm (PCAOB ID 42 ) ​ F-1 Consolidated Balance Sheets ​ F-5 Consolidated Statements of Operations and Comprehensive Income ​ F-6 Consolidated Statements of Stockholders’ Equity ​ F-7 Consolidated Statements of Cash Flows ​ F-8 Notes to Consolidated Financial Statements ​ F-9 SCHEDULE II — Valuation and Qualifying Accounts ​ S-1 ​ All other schedules for which provision is made in the applicable regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, accordingly, are omitted. ​ ​ F-0 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ​ To the Shareholders and the Board of Directors of G-III Apparel Group, Ltd. ​ Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of G-III Apparel Group, Ltd. 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. generally accepted accounting principles. ​ We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s 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), and our report dated March 24, 2026 expressed an adverse opinion thereon. ​ Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. ​ ​ ​ ​ ​ ​ Wholesale revenue markdown allowances Description of the Matter ​ 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 subjective because the method of calculation involves 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 trends. F-1 Table of Contents How We Addressed the Matter in Our Audit ​ We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process for estimating variable consideration related to markdown allowances. 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, 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. ​ ​ /s/ Ernst & Young LLP ​ We have served as the Company’s auditor since 2000. New York, New York March 24, 2026 ​ F-2 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ​ To the Shareholders and the Board of Directors of G-III Apparel Group, Ltd. ​ Opinion on Internal Control Over Financial Reporting ​ We have audited G-III Apparel Group, Ltd. 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 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. ​ 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 the company’s annual or interim financial statements will not be prevented or detected on a timely basis. 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 (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. ​ 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. ​ Basis for Opinion ​ The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. ​ Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. ​ Definition and Limitations of Internal Control Over Financial Reporting ​ A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the F-3 Table of Contents transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. ​ Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ​ /s/ Ernst & Young LLP ​ New York, New York March 24, 2026 ​ F-4 Table of Contents G-III Apparel Group, Ltd. and Subsidiaries ​ CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 31, ​ January 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (In thousands, except per share amounts) ASSETS ​ ​ ​ ​ ​ ​ Current assets ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 406,662 ​ $ 181,440 Accounts receivable, net of allowance for doubtful accounts of $ 19,038 and $ 7,588 , respectively ​ ​ 537,045 ​ ​ 624,752 Inventories ​ ​ 460,029 ​ ​ 478,086 Prepaid income taxes ​ ​ 12,288 ​ ​ 2,487 Prepaid expenses and other current assets ​ ​ 53,023 ​ ​ 48,589 Total current assets ​ ​ 1,469,047 ​ ​ 1,335,354 Investments in unconsolidated affiliates ​ ​ 110,226 ​ ​ 105,360 Property and equipment, net ​ ​ 78,042 ​ ​ 69,318 Operating lease assets ​ ​ 257,619 ​ ​ 255,180 Other assets, net ​ ​ 23,903 ​ ​ 66,577 Other intangibles, net ​ ​ 25,564 ​ ​ 27,093 Deferred income tax assets, net ​ ​ 7,510 ​ ​ 15,439 Trademarks ​ ​ 638,909 ​ ​ 608,913 Total assets ​ $ 2,610,820 ​ $ 2,483,234 LIABILITIES AND STOCKHOLDERS' EQUITY ​ ​ ​ ​ ​ ​ Current liabilities ​ ​ ​ ​ ​ ​ Current portion of notes payable ​ $ 7,104 ​ $ 3,114 Accounts payable ​ ​ 264,005 ​ ​ 228,154 Accrued expenses ​ ​ 138,493 ​ ​ 137,788 Customer refund liabilities ​ ​ 76,308 ​ ​ 79,985 Current operating lease liabilities ​ ​ 52,244 ​ ​ 50,268 Income tax payable ​ ​ 7,135 ​ ​ 10,686 Other current liabilities ​ ​ 376 ​ ​ 495 Total current liabilities ​ ​ 545,665 ​ ​ 510,490 Notes payable, net of discount and unamortized issuance costs ​ ​ 4,638 ​ ​ 3,045 Deferred income tax liabilities, net ​ ​ 61,387 ​ ​ 48,083 Noncurrent operating lease liabilities ​ ​ 220,713 ​ ​ 221,257 Other non-current liabilities ​ ​ 18,094 ​ ​ 20,878 Total liabilities ​ ​ 850,497 ​ ​ 803,753 ​ ​ ​ ​ ​ ​ ​ Stockholders' Equity ​ ​ ​ ​ ​ ​ Preferred stock; 1,000 shares authorized; no shares issued and outstanding ​ ​ — ​ ​ — Common stock - $ 0.01 par value; 120,000 shares authorized; 49,396 and 49,396 shares issued, respectively ​ ​ 264 ​ ​ 264 Additional paid-in capital ​ ​ 476,005 ​ ​ 467,692 Accumulated other comprehensive income (loss) ​ ​ 23,920 ​ ​ ( 25,519 ) Retained earnings ​ ​ 1,416,812 ​ ​ 1,353,678 Common stock held in treasury, at cost - 7,206 and 5,509 shares, respectively ​ ​ ( 156,678 ) ​ ​ ( 116,634 ) Total stockholders' equity ​ ​ 1,760,323 ​ ​ 1,679,481 Total liabilities, redeemable noncontrolling interests and stockholders' equity ​ $ 2,610,820 ​ $ 2,483,234 ​ ​ The accompanying notes are an integral part of these statements. F-5 Table of Contents G-III Apparel Group, Ltd. and Subsidiaries ​ CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended January 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (In thousands, except per share amounts) Net sales ​ $ 2,957,012 ​ $ 3,180,796 ​ $ 3,098,242 Cost of goods sold ​ ​ 1,792,983 ​ ​ 1,882,270 ​ ​ 1,856,395 Gross profit ​ ​ 1,164,029 ​ ​ 1,298,526 ​ ​ 1,241,847 Selling, general and administrative expenses ​ ​ 978,462 ​ ​ 969,812 ​ ​ 924,223 Depreciation and amortization ​ ​ 29,016 ​ ​ 27,444 ​ ​ 27,523 Asset impairments ​ ​ 48,565 ​ ​ 8,195 ​ ​ 6,758 Operating profit ​ ​ 107,986 ​ ​ 293,075 ​ ​ 283,343 Other income (loss) ​ ​ 3,191 ​ ​ ( 4,374 ) ​ ​ ( 3,149 ) Interest and financing charges, net ​ ​ ( 508 ) ​ ​ ( 18,842 ) ​ ​ ( 39,595 ) Income before income taxes ​ ​ 110,669 ​ ​ 269,859 ​ ​ 240,599 Income tax expense ​ ​ 43,316 ​ ​ 76,566 ​ ​ 65,859 Net income ​ ​ 67,353 ​ ​ 193,293 ​ ​ 174,740 Less: loss attributable to noncontrolling interests ​ ​ — ​ ​ ( 273 ) ​ ​ ( 1,428 ) Net income attributable to G-III Apparel Group, Ltd. ​ $ 67,353 ​ $ 193,566 ​ $ 176,168 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NET INCOME PER COMMON SHARE ATTRIBUTABLE TO G-III APPAREL GROUP, LTD.: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income per common share ​ $ 1.58 ​ $ 4.35 ​ $ 3.84 Weighted average number of shares outstanding ​ ​ 42,734 ​ ​ 44,450 ​ ​ 45,859 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income per common share ​ $ 1.51 ​ $ 4.20 ​ $ 3.75 Weighted average number of shares outstanding ​ ​ 44,504 ​ ​ 46,116 ​ ​ 47,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 67,353 ​ $ 193,293 ​ $ 174,740 Other comprehensive income (loss): ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency translation adjustments ​ ​ 49,439 ​ ​ ( 22,350 ) ​ ​ 8,462 Other comprehensive income (loss) ​ ​ 49,439 ​ ​ ( 22,350 ) ​ ​ 8,462 Comprehensive income ​ ​ 116,792 ​ ​ 170,943 ​ ​ 183,202 Comprehensive loss attributable to noncontrolling interests: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ ​ — ​ ​ ( 273 ) ​ ​ ( 1,428 ) Foreign currency translation adjustments ​ ​ — ​ ​ 38 ​ ​ ( 16 ) Comprehensive loss attributable to noncontrolling interests ​ ​ — ​ ​ ( 235 ) ​ ​ ( 1,444 ) Comprehensive income attributable to G-III Apparel Group, Ltd. ​ $ 116,792 ​ $ 170,708 ​ $ 181,758 ​ The accompanying notes are an integral part of these statements. ​ F-6 Table of Contents G-III Apparel Group, Ltd. and Subsidiaries ​ CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ Common ​ ​ ​ ​ ​ ​ ​ Additional ​ Other ​ ​ ​ ​ Stock ​ ​ ​ Common ​ Paid-In ​ Comprehensive ​ Retained ​ Held In ​ ​ ​ Stock ​ ​ ​ Capital ​ ​ ​ Income (Loss) ​ ​ ​ Earnings ​ Treasury ​ Total ​ (In thousands) Balance as of January 31, 2023 $ 264 ​ $ 468,712 ​ $ ( 11,653 ) ​ $ 983,944 ​ $ ( 55,819 ) ​ $ 1,385,448 Equity awards exercised/vested, net ​ — ​ ​ ( 16,169 ) ​ ​ — ​ ​ — ​ ​ 16,169 ​ ​ — Share-based compensation expense ​ — ​ ​ 17,164 ​ ​ — ​ ​ — ​ ​ — ​ ​ 17,164 Taxes paid for net share settlements ​ — ​ ​ ( 10,866 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 10,866 ) Other comprehensive income, net ​ — ​ ​ — ​ ​ 8,446 ​ ​ — ​ ​ — ​ ​ 8,446 Repurchases of common stock ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 26,100 ) ​ ​ ( 26,100 ) Net loss attributable to G-III Apparel Group, Ltd. ​ — ​ ​ — ​ ​ — ​ ​ 176,168 ​ ​ — ​ ​ 176,168 Balance as of January 31, 2024 ​ 264 ​ ​ 458,841 ​ ​ ( 3,207 ) ​ ​ 1,160,112 ​ ​ ( 65,750 ) ​ ​ 1,550,260 Equity awards exercised/vested, net ​ — ​ ​ ( 9,725 ) ​ ​ — ​ ​ — ​ ​ 9,725 ​ ​ — Share-based compensation expense ​ — ​ ​ 28,894 ​ ​ — ​ ​ — ​ ​ — ​ ​ 28,894 Taxes paid for net share settlements ​ — ​ ​ ( 7,576 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 7,576 ) Other comprehensive loss, net ​ — ​ ​ — ​ ​ ( 22,312 ) ​ ​ — ​ ​ — ​ ​ ( 22,312 ) Repurchases of common stock ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 59,973 ) ​ ​ ( 59,973 ) Excise tax on stock repurchases ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 636 ) ​ ​ ( 636 ) Reduction of noncontrolling interest ​ — ​ ​ ( 2,742 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 2,742 ) Net income attributable to G-III Apparel Group, Ltd. ​ — ​ ​ — ​ ​ — ​ ​ 193,566 ​ ​ — ​ ​ 193,566 Balance as of January 31, 2025 ​ 264 ​ ​ 467,692 ​ ​ ( 25,519 ) ​ ​ 1,353,678 ​ ​ ( 116,634 ) ​ ​ 1,679,481 Equity awards exercised/vested, net ​ — ​ ​ ( 10,100 ) ​ ​ — ​ ​ — ​ ​ 10,100 ​ ​ — Share-based compensation expense ​ — ​ ​ 23,386 ​ ​ — ​ ​ — ​ ​ — ​ ​ 23,386 Taxes paid for net share settlements ​ — ​ ​ ( 4,973 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 4,973 ) Other comprehensive income, net ​ — ​ ​ — ​ ​ 49,439 ​ ​ — ​ ​ — ​ ​ 49,439 Repurchases of common stock ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 49,770 ) ​ ​ ( 49,770 ) Excise tax on stock repurchases ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 374 ) ​ ​ ( 374 ) Cash dividends declared on common stock ($ 0.10 per share) ​ — ​ ​ — ​ ​ — ​ ​ ( 4,219 ) ​ ​ — ​ ​ ( 4,219 ) Net income attributable to G-III Apparel Group, Ltd. ​ — ​ ​ — ​ ​ — ​ ​ 67,353 ​ ​ — ​ ​ 67,353 Balance as of January 31, 2026 $ 264 ​ $ 476,005 ​ $ 23,920 ​ $ 1,416,812 ​ $ ( 156,678 ) ​ $ 1,760,323 ​ The accompanying notes are an integral part of these statements. ​ F-7 Table of Contents G-III Apparel Group, Ltd. and Subsidiaries ​ CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended January 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (In thousands) Cash flows from operating activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income attributable to G-III Apparel Group, Ltd. ​ $ 67,353 ​ $ 193,566 ​ $ 176,168 Adjustments to reconcile net income to net cash provided by operating activities, net of assets and liabilities acquired: ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 29,016 ​ ​ 27,444 ​ ​ 27,523 Loss on disposal of fixed assets ​ ​ 776 ​ ​ 388 ​ ​ 102 Non-cash operating lease costs ​ ​ 55,802 ​ ​ 58,485 ​ ​ 58,804 Asset impairments ​ ​ 48,565 ​ ​ 8,195 ​ ​ 6,758 Equity loss in unconsolidated affiliates ​ ​ 1,093 ​ ​ 1,930 ​ ​ 5,607 Change in fair value of equity investment ​ ​ — ​ ​ — ​ ​ ( 1,009 ) Share-based compensation ​ ​ 23,386 ​ ​ 28,894 ​ ​ 17,164 Deferred financing charges and debt discount amortization ​ ​ 1,252 ​ ​ 2,315 ​ ​ 7,090 Extinguishment of deferred financing costs ​ ​ — ​ ​ 1,598 ​ ​ — Deferred income taxes ​ ​ 15,690 ​ ​ 11,981 ​ ​ 3,744 Changes in operating assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts receivable, net ​ ​ 87,707 ​ ​ ( 62,389 ) ​ ​ 112,600 Inventories ​ ​ 18,057 ​ ​ 42,340 ​ ​ 188,919 Income taxes, net ​ ​ ( 13,352 ) ​ ​ ( 5,121 ) ​ ​ 4,331 Prepaid expenses and other current assets ​ ​ ( 2,864 ) ​ ​ 19,964 ​ ​ 3,588 Other assets, net ​ ​ 2,780 ​ ​ ( 1,131 ) ​ ​ 5,860 Customer refund liabilities ​ ​ ( 3,677 ) ​ ​ ( 4,069 ) ​ ​ ( 5,706 ) Operating lease liabilities ​ ​ ( 56,794 ) ​ ​ ( 58,112 ) ​ ​ ( 58,928 ) Accounts payable, accrued expenses and other liabilities ​ ​ 24,354 ​ ​ 50,123 ​ ​ 34,967 Net cash provided by operating activities ​ ​ 299,144 ​ ​ 316,401 ​ ​ 587,582 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating lease assets initial direct costs ​ ​ ( 45 ) ​ ​ ( 1,772 ) ​ ​ ( 52 ) Investment in equity interest of private companies ​ ​ ( 732 ) ​ ​ ( 105,591 ) ​ ​ ( 3,600 ) Proceeds from sale of assets ​ ​ — ​ ​ 729 ​ ​ — Capital expenditures ​ ​ ( 35,221 ) ​ ​ ( 41,517 ) ​ ​ ( 24,679 ) Net cash used in investing activities ​ ​ ( 35,998 ) ​ ​ ( 148,151 ) ​ ​ ( 28,331 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities ​ ​ ​ ​ ​ ​ ​ ​ ​ Repayment of borrowings - revolving credit facility ​ ​ — ​ ​ ( 485,106 ) ​ ​ ( 112,826 ) Proceeds from borrowings - revolving credit facility ​ ​ — ​ ​ 485,106 ​ ​ 32,738 Repayment of borrowings - foreign facilities ​ ​ ( 165,132 ) ​ ​ ( 152,539 ) ​ ​ ( 139,429 ) Proceeds from borrowings - foreign facilities ​ ​ 169,804 ​ ​ 138,979 ​ ​ 136,850 Repayment of borrowings - senior secured notes ​ ​ — ​ ​ ( 400,000 ) ​ ​ — Repayment of borrowings - LVMH Note ​ ​ — ​ ​ — ​ ​ ( 125,000 ) Payment of financing costs ​ ​ — ​ ​ ( 4,400 ) ​ ​ — Purchase of treasury shares ​ ​ ( 49,770 ) ​ ​ ( 59,973 ) ​ ​ ( 26,100 ) Taxes paid for net share settlements ​ ​ ( 4,973 ) ​ ​ ( 7,576 ) ​ ​ ( 10,866 ) Dividends paid on common stock ​ ​ ( 4,219 ) ​ ​ — ​ ​ — Net cash used in financing activities ​ ​ ( 54,290 ) ​ ​ ( 485,509 ) ​ ​ ( 244,633 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency translation adjustments ​ ​ 16,366 ​ ​ ( 9,130 ) ​ ​ 1,559 Net increase (decrease) in cash and cash equivalents ​ ​ 225,222 ​ ​ ( 326,389 ) ​ ​ 316,177 Cash and cash equivalents at beginning of year ​ ​ 181,440 ​ ​ 507,829 ​ ​ 191,652 Cash and cash equivalents at end of year ​ $ 406,662 ​ $ 181,440 ​ $ 507,829 Supplemental disclosures of cash flow information ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash payments: ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest, net ​ $ 3,621 ​ $ 27,439 ​ $ 30,237 Income tax payments, net ​ $ 43,038 ​ $ 66,952 ​ $ 57,856 Excise tax liability related to stock repurchases ​ $ 374 ​ $ 636 ​ $ — ​ The accompanying notes are an integral part of these statements. ​ ​ F-8 Table of Contents ​ G-III Apparel Group, Ltd. And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS January 31, 2026, 2025 and 2024 NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES ​ A summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements follows: ​ 1. Business Activity and Principles of Consolidation ​ As used in these financial statements, the term “Company” or “G-III” refers to G-III Apparel Group, Ltd. and its subsidiaries. The Company designs, sources, distributes and markets an extensive range of apparel, including outerwear, dresses, sportswear, swimwear, women’s suits and women’s performance wear, as well as women’s handbags, footwear, small leather goods, cold weather accessories and luggage. The Company also operates retail stores and licenses its proprietary brands under several product categories. ​ The Company consolidates the accounts of its wholly-owned and majority-owned subsidiaries. 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. AWWG Investments B.V. (“AWWG”) is a Dutch corporation that was 12.1 % owned by the Company from May 3, 2024 through July 18, 2024 and was accounted for using the cost method of accounting. 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. All material intercompany balances and transactions have been eliminated. ​ 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 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. ​ 2. Cash Equivalents ​ The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. ​ 3. Revenue Recognition ​ Wholesale revenue is recognized when control transfers to the customer. The Company considers control to have been transferred when the Company has transferred physical possession of the product, the Company has a right to payment for the product, the customer has legal title to the product and the customer has the significant risks and rewards of the product. Wholesale revenues are adjusted by variable considerations arising from implicit or explicit obligations. Variable consideration includes trade discounts, end of season markdowns, sales allowances, cooperative advertising, return liabilities and other customer allowances. 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. ​ F-9 Table of Contents 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. The reserves for variable consideration are recorded as customer refund liabilities. Historical return rates are calculated on a product line basis. The remainder of the historical rates for variable consideration are calculated by customer by product lines. ​ The Company recognizes retail sales when the customer takes possession of the goods and tenders payment, generally at the point of sale. Digital revenues from customers through the Company’s digital platforms are recognized when the customer takes possession of the goods. The Company’s sales are recorded net of applicable sales taxes. ​ Both wholesale revenues and retail store revenues are shown net of returns, discounts and other allowances. ​ Licensing revenue is recognized at the higher of royalty earned or guaranteed minimum royalty. ​ 4. Accounts Receivable ​ In the normal course of business, the Company extends credit to its wholesale customers based on pre-defined credit criteria. Accounts receivable are net of an allowance for doubtful accounts. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligation (such as in the case of bankruptcy filings, extensive delay in payment or substantial downgrading by credit sources), a specific reserve for bad debts is recorded against amounts due to reduce the net recognized receivable to the amount reasonably expected to be collected. For all other wholesale customers, an allowance for doubtful accounts is determined through analysis of the aging of accounts receivable at the date of the financial statements, assessments of collectability based on historical trends and an evaluation of the impact of economic conditions. ​ The Company’s financial instruments consist of trade receivables arising from revenue transactions in the ordinary course of business. The Company considers its trade receivables to consist of two portfolio segments: wholesale and retail trade receivables. Wholesale trade receivables result from credit the Company has extended to its wholesale customers based on pre-defined criteria and are generally due within 60 days. Retail trade receivables primarily relate to amounts due from third-party credit card processors for the settlement of debit and credit card transactions and are typically collected within 3 to 5 days. See Note 3 – Allowance for Doubtful Accounts. ​ 5. Inventories ​ 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. ​ 6. 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. The relief from royalty method requires assumptions regarding industry economic factors and future profitability. Other intangibles with finite lives, including license agreements, trademarks and customer lists are amortized on a straight-line basis over the estimated useful lives of the assets (currently ranging from 5 to 17 years ). Impairment charges, if any, on intangible assets with finite lives are recorded when indicators of impairment are present and the discounted cash flows estimated to be derived from those assets are less than the carrying amounts of the assets. 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. See Note 7 – Intangible Assets. ​ F-10 Table of Contents G-III Apparel Group, Ltd. And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 7. Leases ​ The Company accounts for its leases in accordance with ASC Topic 842 – Leases (“ASC 842”). The Company determines if an arrangement is, or contains, a lease at contract inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet. 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. The difference between the minimum rents paid and the straight-line rent (deferred rent) is reflected within the associated operating lease asset. The Company has elected to account for lease and non-lease components as a single component. ​ The lease classification evaluation begins at the commencement date. The lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain or the failure to exercise such option would result in an economic penalty. All of the Company’s leases are classified as operating leases. ​ 8. Depreciation and Amortization ​ Property and equipment are recorded at cost. Depreciation and amortization are computed by the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the life of the lease or the useful life of the improvement, whichever is shorter. ​ 9. Impairment of Long-Lived Assets ​ All property and equipment and other long-lived assets are reviewed for potential impairment when events or changes in circumstances indicate that the asset’s carrying value may not be recoverable. If such indicators are present, it is determined whether the sum of the estimated undiscounted future cash flows attributable to such assets is less than the carrying value of the assets. A potential impairment has occurred if projected future undiscounted cash flows are less than the carrying value of the assets. ​ 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. ​ 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. ​ 10. Income Taxes ​ The Company accounts for income taxes and uncertain tax positions in accordance with ASC Topic 740 —  Income Taxes (“ASC 740”). Income taxes are accounted for under the liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of differences between the tax bases of assets and liabilities and their financial reporting amounts using enacted tax rates in effect for the year in which the differences are expected to reverse. 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. ​ F-11 Table of Contents 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. It is also the Company’s policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. 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. ​ 11. 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. Approximately 102,000 shares of common stock have been excluded from the diluted net income per share calculation for the year ended January 31, 2024. All share-based payments outstanding that vest based on the achievement of performance conditions, and for which the respective performance conditions have not been achieved, have been excluded from the diluted per share calculation. The Company issued no shares of common stock in connection with the exercise or vesting of equity awards during the years ended January 31, 2026, 2025 and 2024, respectively. 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. ​ The following table reconciles the numerators and denominators used in the calculation of basic and diluted net income per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended January 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (In thousands, except share and per share amounts) Net income attributable to G-III Apparel Group, Ltd. ​ $ 67,353 ​ $ 193,566 ​ $ 176,168 Basic net income per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic common shares ​ ​ 42,734 ​ ​ 44,450 ​ ​ 45,859 Basic net income per share ​ $ 1.58 ​ $ 4.35 ​ $ 3.84 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted net income per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic common shares ​ ​ 42,734 ​ ​ 44,450 ​ ​ 45,859 Dilutive restricted stock unit awards and stock options ​ ​ 1,770 ​ ​ 1,666 ​ ​ 1,141 Diluted common shares ​ ​ 44,504 ​ ​ 46,116 ​ ​ 47,000 Diluted net income per share ​ $ 1.51 ​ $ 4.20 ​ $ 3.75 ​ 12. Equity Award Compensation ​ ASC Topic 718, Compensation — Stock Compensation , requires all share-based payments to employees, including grants of restricted stock unit awards and employee stock options, to be recognized as compensation expense over the service period (generally the vesting period) based on their grant date fair values. ​ The Company accounts for forfeited awards as they occur as permitted by ASC 718. Ultimately, the actual expense recognized over the vesting period will be for those shares that vested. Restricted stock units (“RSUs”) are time based F-12 Table of Contents 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. These awards may vest from time to time beginning on the third anniversary of the effective date of the award through the fifth anniversary of the effective date of the award. RSUs and employee stock options are expensed on a straight-line basis. PSUs are expensed under the accelerated attribution method and based on an estimated percentage of achievement of certain pre-established goals. SPSUs are expensed under the accelerated attribution method. ​ 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 per share is amended to exclude the amount of excess tax benefits that would be recognized in additional paid-in capital. ​ 13. Cost of Goods Sold ​ Cost of goods sold includes the expenses incurred to acquire, produce and prepare inventory for sale, including product costs, warehouse staff wages, freight in, import costs, packaging materials, the cost of operating the overseas offices and royalty expense. Gross margins may not be directly comparable to those of the Company’s competitors, as income statement classifications of certain expenses may vary by company. 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. ​ 14. Shipping and Handling Costs ​ Shipping and handling costs consist of warehouse facility costs, third party warehousing, freight out costs, and warehouse supervisory wages and are included in selling, general and administrative expenses. Shipping and handling costs included in selling, general and administrative expenses were $ 162.5 million, $ 171.6 million and $ 175.6 million for the years ended January 31, 2026, 2025 and 2024, respectively. ​ 15. Advertising Costs ​ The Company expenses advertising costs as incurred and includes these costs in selling, general and administrative expenses. Advertising paid as a percentage of sales under license agreements is expensed in the period in which the sales occur or are accrued to meet guaranteed minimum requirements under license agreements. Advertising expense was $ 139.0 million, $ 145.4 million and $ 121.7 million for the years ended January 31, 2026, 2025 and 2024, respectively. Prepaid advertising, which represents advance payments to licensors for minimum guaranteed payments for advertising under the Company’s licensing agreements, was $ 2.6 million and $ 3.6 million at January 31, 2026 and 2025, respectively. ​ 16. Use of Estimates ​ In preparing financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”), management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. In determining these estimates, management must use amounts that are based upon its informed judgments and best estimates. The Company continually evaluates its estimates, including those related to customer allowances and discounts, product returns, bad debts, inventories, equity awards, income taxes, carrying values of intangible assets and long-lived assets including right of use assets. 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 F-13 Table of Contents 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. ​ 17. Fair Value of Financial Instruments ​ GAAP establishes a three-level valuation hierarchy for disclosure of fair value measurements. The determination of the applicable level within the hierarchy for a particular asset or liability depends on the inputs used in its valuation as of the measurement date, notably the extent to which the inputs are market-based (observable) or internally-derived (unobservable). A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: ​ Level 1 — inputs to the valuation methodology based on quoted prices (unadjusted) for identical assets or liabilities in active markets. ​ Level 2 — inputs to the valuation methodology based on quoted prices for similar assets or liabilities in active markets for substantially the full term of the financial instrument; quoted prices for identical or similar instruments in markets that are not active for substantially the full term of the financial instrument; and model-derived valuations whose inputs or significant value drivers are observable. ​ Level 3 — inputs to the valuation methodology based on unobservable prices or valuation techniques that are significant to the fair value measurement. ​ The following table summarizes the carrying values and the estimated fair values of the Company’s debt instruments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying Value ​ Fair Value ​ ​ ​ ​ ​ ​ January 31, ​ January 31, ​ ​ ​ January 31, ​ January 31, Financial Instrument ​ Level ​ 2026 ​ 2025 ​ 2026 ​ 2025 ​ ​ ​ ​ (In thousands) Unsecured loans ​ 2 ​ $ 3,468 ​ $ 6,159 ​ $ 3,468 ​ $ 6,159 Overdraft facilities ​ 2 ​ ​ 3,578 ​ ​ — ​ ​ 3,578 ​ ​ — Foreign credit facilities ​ 2 ​ ​ 4,696 ​ ​ — ​ ​ 4,696 ​ ​ — ​ The Company’s debt instruments are recorded at their carrying values in its consolidated balance sheets, which may differ from their respective fair values. The carrying amount of the Company’s variable rate debt approximates the fair value, as interest rates change with market rates. Furthermore, the carrying value of all other financial instruments potentially subject to valuation risk (principally consisting of cash, accounts receivable and accounts payable) also approximates fair value due to the short-term nature of these accounts. ​ Non-Financial Assets and Liabilities ​ The Company’s non-financial assets that are measured at fair value on a nonrecurring basis include long-lived assets, which consist primarily of property and equipment and operating lease assets. The Company reviews these assets for impairment whenever events or changes in circumstances indicate that their carrying value may not be fully recoverable. For assets that are not recoverable, an impairment loss is recognized equal to the difference between the carrying amount of the asset or asset group and its estimated fair value. For operating lease assets, the Company determines the fair value of the assets by discounting the estimated market rental rates over the remaining term of the lease. These fair value measurements are considered level 3 measurements in the fair value hierarchy. 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 F-14 Table of Contents 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. ​ 18. Foreign Currency Translation ​ Certain of the Company’s international subsidiaries use different functional currencies, which are, for the most part, the local currency. In accordance with the authoritative guidance, assets and liabilities of the Company’s foreign operations are translated from foreign currency into U.S. dollars at period-end rates, while income and expenses are translated at the weighted average exchange rates for the period. The related translation adjustments are reflected as a foreign currency translation adjustment in accumulated other comprehensive loss within stockholders’ equity. ​ 19. Effects of Recently Adopted and Issued Accounting Pronouncements ​ Recently Adopted Accounting Guidance ​ 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”. The ASU requires public companies to disclose, on an annual basis, a tabular reconciliation of the effective tax rate to the statutory rate for federal, state and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. 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. 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): Disaggregation of Income Statement Expenses”. The ASU requires public entities to disclose more detailed information about certain costs and expenses presented in the income statement, including inventory purchases, employee compensation, selling expenses, depreciation and intangible asset amortization. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The amendments in this ASU should be applied prospectively; however, retrospective application is permitted. The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements and related disclosures. ​ NOTE 2 — REVENUE RECOGNITION ​ Wholesale revenue is recognized upon the transfer of goods to customers in an amount that reflects the expected consideration to be received in exchange for these goods. The difference between the amount initially billed and the amount collected represents variable consideration. Variable consideration includes trade discounts, end of season markdowns, sales allowances, cooperative advertising, return liabilities and other customer allowances. 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, 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. ​ F-15 Table of Contents G-III Apparel Group, Ltd. And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Disaggregation of Revenue ​ In accordance with ASC 606, the Company discloses its revenues by segment. Each segment presents its own characteristics with respect to the timing of revenue recognition and the type of customer. In addition, disaggregating revenues using a segment basis is consistent with how the Company’s Chief Operating Decision Maker manages the Company. The Company has identified the wholesale operations segment and the retail operations segment as distinct sources of revenue. ​ 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 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. The Company considers control to have been transferred when the Company has transferred physical possession of the product, the Company has a right to payment for the product, the customer has legal title to the product and the customer has the significant risks and rewards of the product. Wholesale revenues are adjusted by variable consideration arising from implicit or explicit obligations. Wholesale revenues also include revenues from license agreements related to trademarks associated with the Company’s owned brands. 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. Retail store revenues are generated by direct sales to consumers through company operated stores and product sales through the Company’s digital channels for the DKNY, Donna Karan, Karl Lagerfeld Paris, G.H. 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 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. Digital revenues primarily consist of sales to consumers through the Company’s digital platforms. Digital revenue is recognized when a customer takes possession of the goods. Retail sales are recorded net of applicable sales tax. ​ Variable Consideration . The difference between the amount initially billed and the amount collected represents variable consideration. The Company may provide customers with discounts, rebates, credit returns and price reductions. The Company may also contribute to customers’ promotional activities or incur charges for compliance violations. These adjustments to the initial selling price often occur after the sales process is completed. ​ The Company identified the following elements of variable consideration: ​ Markdowns . Markdown allowances consist of accommodations in the form of price reductions to wholesale customers for purchased merchandise. In general, markdowns are granted to full price customers, such as department stores. Markdowns may vary year-over-year and are granted based on the performance of Company merchandise at a customer’s retail stores. ​ Term Discounts. Term discounts represent a discount from the initial wholesale sales price to certain wholesale customers consistent with customary industry practice. ​ Sales Allowances . Sales allowances are reductions of the selling price agreed upon with wholesale customers. Sales allowances may be contractual or may be granted on a case-by-case basis. Non-contractual sales allowances may be granted in connection with billing adjustments and, in some cases, for product related issues. ​ Advertising Allowances . Advertising allowances consist of the Company’s financial participation in the promotional efforts of its wholesale customers. Wholesale customers may charge back a portion of the advertising expense incurred against open invoices. Advertising programs are generally agreed upon at the beginning of a season. ​ F-16 Table of Contents G-III Apparel Group, Ltd. And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Other Allowances . General allowances consist of price reductions granted to a wholesale customer and may relate to the Company’s participation in costs incurred by the customer during the sales process, as well as price differences, shortages and charges for operational non-compliance. ​ Return of Merchandise . For wholesale customers, the Company may make accommodations for returns of merchandise that is underperforming at a customer’s retail stores. 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. ​ Variable consideration, primarily related to sales discounts and allowances, is estimated based on historical experience, current contractual and statutory requirements, specific known events and industry trends. The reserves for variable consideration are recorded under customer refund liabilities. As of January 31, 2026 and 2025, customer refund liabilities amounted to $ 76.3 million and $ 80.0 million, respectively. Historical return rates are calculated on a product line basis. The remainder of the historical rates for variable consideration are calculated by customer by product lines. ​ Contract Liabilities ​ 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. Total contract liabilities were $ 6.2 million and $ 5.9 million at January 31, 2026 and 2025, respectively. The Company recognized $ 4.9 million in revenue for the year ended January 31, 2026 which related to contract liabilities that existed at January 31, 2025. There were no contract assets recorded as of January 31, 2026 and January 31, 2025. Substantially all of the advance payments from licenses as of January 31, 2026 are expected to be recognized as revenue within the next twelve months. ​ NOTE 3 — ALLOWANCE FOR DOUBTFUL ACCOUNTS ​ The Company’s financial instruments consist of trade receivables arising from revenue transactions in the ordinary course of business. The Company considers its trade receivables to consist of two portfolio segments: wholesale and retail trade receivables. Wholesale trade receivables result from credit the Company has extended to its wholesale customers based on pre-defined criteria and are generally due within 60 days. Retail trade receivables primarily relate to amounts due from third-party credit card processors for the settlement of debit and credit card transactions and are typically collected within 3 to 5 days. ​ The Company’s accounts receivable and allowance for doubtful accounts as of January 31, 2026 and 2025 were: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 31, 2026 ​ ​ ​ ​ Wholesale ​ ​ ​ Retail ​ ​ ​ Total ​ ​ (In thousands) Accounts receivable, gross ​ $ 555,038 ​ $ 1,045 ​ $ 556,083 Allowance for doubtful accounts ​ ​ ( 18,970 ) ​ ​ ( 68 ) ​ ​ ( 19,038 ) Accounts receivable, net ​ $ 536,068 ​ $ 977 ​ $ 537,045 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 31, 2025 ​ ​ ​ ​ Wholesale ​ ​ ​ Retail ​ ​ ​ Total ​ ​ (In thousands) Accounts receivable, gross ​ $ 631,463 ​ $ 877 ​ $ 632,340 Allowance for doubtful accounts ​ ​ ( 7,520 ) ​ ​ ( 68 ) ​ ​ ( 7,588 ) Accounts receivable, net ​ $ 623,943 ​ $ 809 ​ $ 624,752 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ F-17 Table of Contents G-III Apparel Group, Ltd. And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 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 impact of economic conditions. The Company considers both current and forecasted future economic conditions in determining the adequacy of its allowance for doubtful accounts. ​ The allowance for doubtful accounts for retail trade receivables is estimated at the credit card chargeback rate applied to the previous 90 days of credit card sales. 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. ​ The Company had the following activity in its allowance for credit losses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 31, 2026 ​ ​ ​ ​ Wholesale ​ ​ ​ Retail ​ ​ ​ Total ​ ​ (In thousands) Balance as of January 31, 2025 ​ $ ( 7,520 ) ​ $ ( 68 ) ​ $ ( 7,588 ) Provision for credit losses ​ ​ ( 19,778 ) ​ ​ — ​ ​ ( 19,778 ) Accounts written off as uncollectible ​ ​ 8,328 ​ ​ — ​ ​ 8,328 Balance as of January 31, 2026 ​ $ ( 18,970 ) ​ $ ( 68 ) ​ $ ( 19,038 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 31, 2025 ​ ​ ​ ​ Wholesale ​ ​ ​ Retail ​ ​ ​ Total ​ ​ (In thousands) Balance as of January 31, 2024 ​ $ ( 1,408 ) ​ $ ( 63 ) ​ $ ( 1,471 ) Provision for credit losses ​ ​ ( 6,160 ) ​ ​ ( 5 ) ​ ​ ( 6,165 ) Accounts written off as uncollectible ​ ​ 48 ​ ​ — ​ ​ 48 Balance as of January 31, 2025 ​ $ ( 7,520 ) ​ $ ( 68 ) ​ $ ( 7,588 ) ​ ​ NOTE 4 — INVENTORIES ​ 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. Substantially all of the Company’s inventories consist of finished goods. ​ The inventory return asset, which consists of the amount of goods that are anticipated to be returned by customers, was $ 12.2 million and $ 13.2 million at January 31, 2026 and 2025, respectively. 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. ​ F-18 Table of Contents G-III Apparel Group, Ltd. And Subsidiaries 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 ​ Property and equipment consist of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 31, ​ ​ ​ ​ Estimated life ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ ​ (In thousands) Machinery and equipment ​ 5 years ​ $ 2,854 ​ $ 2,263 Leasehold improvements ​ 3- 13 years ​ ​ 99,079 ​ ​ 92,516 Furniture and fixtures ​ 3- 5 years ​ ​ 156,292 ​ ​ 148,789 Computer equipment and software ​ 2- 5 years ​ ​ 85,581 ​ ​ 71,779 ​ ​ ​ ​ ​ 343,806 ​ ​ 315,347 Less: accumulated depreciation ​ ​ ​ ​ ( 265,764 ) ​ ​ ( 246,029 ) ​ ​ ​ ​ $ 78,042 ​ $ 69,318 ​ 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. ​ 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. In the evaluation process, the Company first compares the carrying value of the asset to the estimated future cash flows (undiscounted and without interest charges plus proceeds expected from disposition, if any). If the estimated undiscounted cash flows are less than the carrying value of the asset, the Company needs to determine the fair value of the assets. The Company compares the carrying value of the asset or asset group to its estimated fair value. 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, 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. The Company reviews retail store assets for potential impairment based on historical cash flows, lease termination provisions and forecasted future retail store operating results. If the Company recognizes an impairment charge for a depreciable long-lived asset, the adjusted carrying amount of the asset becomes its new cost basis and will be depreciated (amortized) over the remaining useful life of that asset. ​ NOTE 6 — LEASES ​ The Company accounts for its leases in accordance with ASC 842. The Company elected the short-term lease exception policy, permitting it to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less) and an accounting policy to account for lease and non-lease components as a single component. ​ The Company determines whether an arrangement is, or contains, a lease at contract inception. The Company leases retail stores, warehouses, distribution centers, office space and certain equipment. Leases with an initial term of 12 months or F-19 Table of Contents G-III Apparel Group, Ltd. And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 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 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. The difference between the minimum rents paid and the straight-line rent (deferred rent) is reflected within the associated operating lease asset. ​ The lease classification evaluation begins at the commencement date. The lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain or the failure to exercise such option would result in an economic penalty. All retail store, warehouse, distribution center and office leases are classified as operating leases. The Company does not have any finance leases. Operating lease expense is generally recognized on a straight-line basis over the lease term. ​ Most leases are for a term of one to ten years . Some leases include one or more options to renew , with renewal terms that can extend the lease term from one to ten years . Several of the Company’s retail store leases include an option to terminate the lease based on failure to achieve a specified sales volume. The exercise of lease renewal options is generally at the Company’s sole discretion. The exercise of lease termination options is generally by mutual agreement between the Company and the lessor. ​ Certain of the Company’s lease agreements include contingent rental payments based on a percentage of retail sales over contractual levels and others include rental payments adjusted periodically for inflation. Contingent rent is accrued each period as the liabilities are incurred. The Company’s leases do not contain any material residual value guarantees or material restrictive covenants. ​ The Company’s operating lease assets and liabilities as of January 31, 2026 and 2025 consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Leases ​ Classification ​ January 31, 2026 ​ January 31, 2025 ​ ​ ​ ​ (In thousands) Assets ​ ​ ​ ​ ​ ​ ​ ​ Operating ​ Operating lease assets ​ $ 257,619 ​ $ 255,180 Total lease assets ​ ​ ​ $ 257,619 ​ $ 255,180 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ ​ ​ ​ Current operating ​ Current operating lease liabilities ​ $ 52,244 ​ $ 50,268 Noncurrent operating ​ Noncurrent operating lease liabilities ​ ​ 220,713 ​ ​ 221,257 Total lease liabilities ​ ​ ​ $ 272,957 ​ $ 271,525 ​ 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. The Company determines the fair value of operating lease assets by discounting the estimated market rental rates over the remaining term of the lease. ​ F-20 Table of Contents G-III Apparel Group, Ltd. And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 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. Short-term lease costs are immaterial. ​ As of January 31, 2026, the Company’s maturity of operating lease liabilities in the years ending up to January 31, 2031 and thereafter are as follows: ​ ​ ​ ​ ​ Year Ending January 31, ​ Amount ​ ​ (In thousands) 2027 ​ $ 67,701 2028 ​ ​ 59,680 2029 ​ ​ 47,755 2030 ​ ​ 34,242 2031 ​ ​ 28,847 After 2031 ​ ​ 94,195 Total lease payments ​ $ 332,420 Less: Interest ​ ​ 59,463 Present value of lease liabilities ​ $ 272,957 ​ As of January 31, 2026, there are no material leases that are legally binding but have not yet commenced . ​ As of January 31, 2026, the weighted average remaining lease term related to operating leases is 6.4 years. The weighted average discount rate related to operating leases is 6.2 %. ​ Cash paid for amounts included in the measurement of operating lease liabilities is $ 76.2 million and $ 76.3 million as of January 31, 2026 and 2025, respectively. Right-of-use assets obtained in exchange for lease obligations were $ 47.5 million and $ 111.5 million during the years ended January 31, 2026 and 2025, respectively. ​ NOTE 7 — INTANGIBLE ASSETS ​ Intangible assets consist of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 31, 2026 ​ ​ ​ Estimated Life ​ ​ ​ Gross Carrying Amount ​ ​ ​ Accumulated Amortization ​ Net Carrying Amount ​ ​ ​ ​ (In thousands) Finite-lived intangible assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Licenses ​ 14 years ​ $ 19,571 ​ $ ( 19,271 ) ​ $ 300 Customer relationships ​ 15 - 17 years ​ ​ 53,019 ​ ​ ( 31,995 ) ​ ​ 21,024 Other ​ 5 - 10 years ​ ​ 6,441 ​ ​ ( 2,201 ) ​ ​ 4,240 Total finite-lived intangible assets ​ ​ ​ $ 79,031 ​ $ ( 53,467 ) ​ $ 25,564 Indefinite-lived intangible assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Trademarks ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 638,909 Total indefinite-lived intangible assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 638,909 Total intangible assets, net ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 664,473 F-21 Table of Contents G-III Apparel Group, Ltd. And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 31, 2025 ​ ​ ​ Estimated Life ​ ​ ​ Gross Carrying Amount ​ ​ ​ Accumulated Amortization ​ Net Carrying Amount ​ ​ ​ ​ (In thousands) Finite-lived intangible assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Licenses ​ 14 years ​ $ 18,765 ​ $ ( 18,057 ) ​ $ 708 Customer relationships ​ 15 - 17 years ​ ​ 52,198 ​ ​ ( 28,601 ) ​ ​ 23,597 Other ​ 5 - 10 years ​ ​ 5,833 ​ ​ ( 3,045 ) ​ ​ 2,788 Total finite-lived intangible assets ​ ​ ​ $ 76,796 ​ $ ( 49,703 ) ​ $ 27,093 Indefinite-lived intangible assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Trademarks ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 608,913 Total indefinite-lived intangible assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 608,913 Total intangible assets, net ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 636,006 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortization expense ​ Amortization expense with respect to finite-lived intangibles amounted to $ 4.2 million, $ 5.2 million and $ 5.4 million for the years ended January 31, 2026, 2025 and 2024, respectively. ​ The estimated amortization expense with respect to intangibles for the next five years is as follows: ​ ​ ​ ​ ​ Year Ending January 31, ​ ​ ​ Amortization Expense ​ ​ (In thousands) 2027 ​ $ 4,730 2028 ​ ​ 4,312 2029 ​ ​ 3,423 2030 ​ ​ 3,387 2031 ​ ​ 2,767 ​ 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. ​ Impairment ​ 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. ​ 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. ​ F-22 Table of Contents G-III Apparel Group, Ltd. And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 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. 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. 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. 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. This impairment charge was recorded to the Company’s wholesale operations segment. ​ 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. ​ The fair value of the Company’s indefinite-lived intangible assets are considered a Level 3 valuation in the fair value hierarchy. ​ NOTE 8 — NOTES PAYABLE AND OTHER LIABILITIES ​ Long-term debt ​ Long-term debt consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 31, 2026 ​ ​ ​ January 31, 2025 ​ ​ (in thousands) Unsecured loans ​ $ 3,468 ​ $ 6,159 Overdraft facilities ​ ​ 3,578 ​ ​ — Foreign credit facilities ​ ​ 4,696 ​ ​ — Subtotal ​ ​ 11,742 ​ ​ 6,159 Current portion of long-term debt ​ ​ ( 7,104 ) ​ ​ ( 3,114 ) Total ​ $ 4,638 ​ $ 3,045 ​ Senior Secured 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. At the date of redemption, the Company had unamortized debt issuance costs of $ 1.6 million associated with the Notes. These debt issuance costs were fully extinguished and charged to interest expense in the Company’s results of operations. ​ F-23 Table of Contents G-III Apparel Group, Ltd. And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Third Amended and Restated ABL Credit Agreement ​ On June 4, 2024, the Company’s subsidiaries, G-III Leather Fashions, Inc., Riviera Sun, Inc., AM Retail Group, Inc. and The Donna Karan Company Store LLC (collectively, the “Borrowers”), entered into the third amended and restated credit agreement (the “Third ABL Credit Agreement”) with the lenders named therein and with JPMorgan Chase Bank, N.A., as administrative agent. The Third ABL Credit Agreement is a five-year senior secured asset-based revolving credit facility providing for borrowings in an aggregate principal amount of up to $ 700.0 million. 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. ​ The Third ABL Credit Agreement amends and restates the Second Amended Credit Agreement, dated as of August 7, 2020 (as amended, supplemented or otherwise modified from time to time prior to June 4, 2024, the “Second Credit Agreement”), by and among the Borrowers and the Guarantors, the lenders from time-to-time party thereto, and JPMorgan Chase Bank, N.A., in its capacity as the administrative agent thereunder. The Second Credit Agreement provided for borrowings of up to $ 650.0 million and was due to expire on August 7, 2025 . The Third ABL Credit Agreement extends the maturity date to June 2029, subject to a springing maturity date as defined within the credit agreement. ​ Amounts available under the Third ABL Credit Agreement are subject to borrowing base formulas and overadvances as specified in the Third ABL Credit Agreement. Borrowings bear interest, at the Borrowers’ option, at Adjusted Term Secured Overnight Financing Rate (“SOFR”) plus a margin of 1.50 % to 2.00 %, or the alternate base rate plus a margin of 0.50 % to 1.00 % (defined as the greatest of (i) the “prime rate” of JPMorgan Chase Bank, N.A. from time to time, (ii) the federal funds rate plus 0.5 % and (iii) SOFR for a borrowing with an interest period of one month plus 1.00 %), with the applicable margin determined based on the Borrowers’ average daily availability under the Third ABL Credit Agreement. As of January 31, 2026, interest under the Third ABL Credit Agreement was being paid at an average rate of 7.57 % per annum. ​ The Third ABL Credit Agreement is secured by specified assets of the Borrowers and the Guarantors. In addition to paying interest on any outstanding borrowings under the Third ABL Credit Agreement, the Company is required to pay a commitment fee to the lenders under the credit agreement with respect to the unutilized commitments. The commitment fee accrues at a tiered rate equal to 0.375 % per annum on the average daily amount of the available commitments when the average usage is less than 50% of the total available commitments and decreases to 0.25 % per annum on the average daily amount of the available commitments when the average usage is greater than or equal to 50% of the total available commitments. ​ The Third ABL Credit Agreement contains covenants that, among other things, restrict the Company’s ability to, subject to specified exceptions, incur additional debt; incur liens; sell or dispose of certain assets; merge with other companies; liquidate or dissolve the Company; acquire other companies; make loans, advances, or guarantees; and make certain investments. In certain circumstances, the revolving credit facility also requires the Company to maintain a fixed charge coverage ratio, as defined in the agreement, not less than 1.00 to 1.00 for each period of twelve consecutive fiscal months of the Company. As of January 31, 2026, the Company was in compliance with these covenants. ​ As of January 31, 2026, the Company had no borrowings outstanding under the Third ABL Credit Agreement. The Third ABL Credit Agreement also includes amounts available for letters of credit. As of January 31, 2026, there were no outstanding trade letters of credit and $ 2.4 million of standby letters of credit. ​ 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. Total debt issuance costs, net of amortization, were $ 4.2 million and $ 5.4 million as of January 31, 2026 and 2025, respectively. ​ F-24 Table of Contents G-III Apparel Group, Ltd. And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Unsecured Loans ​ 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. Interest on the outstanding principal amount of the unsecured loans accrues at a fixed rate equal to 0 % to 5.0 % per annum, payable on either a quarterly or monthly basis. As of January 31, 2026, the Company had an aggregate outstanding balance of € 3.0 million ($ 3.5 million) under these unsecured loans. ​ Overdraft Facilities ​ 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. Interest on drawn balances accrues at a rate equal to the Euro Interbank Offered Rate plus a margin of 1.75 % per annum, payable quarterly. The facility may be cancelled at any time by the Company or HSBC Bank. 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 ​ KLH has a credit agreement with ABN AMRO Bank N.V. with a credit limit of € 15.0 million which is secured by specified assets of KLH. Borrowings bear interest at the Euro Interbank Offered Rate (“EURIBOR”) plus a margin of 1.7 %. A subsidiary of Vilebrequin has a credit agreement with CIC Bank with a credit limit of € 4.0 million. Borrowings bear interest at the Euro Short-Term Rate plus a margin of 1.75 %. As of January 31, 2026, the Company had an aggregate outstanding balance of € 4.0 million ($ 4.7 million) under these credit facilities. ​ Future Debt Maturities ​ As of January 31, 2026, the Company’s mandatory debt repayments mature in the years ending up to January 31, 2031 or thereafter. ​ ​ ​ ​ ​ Year Ending January 31, ​ ​ ​ Amount ​ ​ (In thousands) 2027 ​ $ 7,104 2028 ​ ​ 1,833 2029 ​ ​ 1,630 2030 ​ ​ 1,175 2031 and thereafter ​ ​ — ​ Accrued Expenses ​ Accrued expenses consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 31, 2026 ​ ​ ​ January 31, 2025 ​ ​ (in thousands) Accrued bonuses ​ $ 30,467 ​ $ 38,600 Accrued royalty expense ​ ​ 35,003 ​ ​ 30,360 Other accrued expenses ​ ​ 73,023 ​ ​ 68,828 Total ​ $ 138,493 ​ $ 137,788 ​ ​ F-25 Table of Contents G-III Apparel Group, Ltd. And Subsidiaries 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 ​ ​ 782,703 Confirmed invoices paid during the period ​ ​ ( 668,025 ) Confirmed obligations outstanding at end of period ​ $ 114,678 ​ ​ F-26 Table of Contents G-III Apparel Group, Ltd. And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) NOTE 10 — INCOME TAXES ​ The income tax provision is comprised of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended January 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (In thousands) Current ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ 9,664 ​ $ 42,301 ​ $ 42,376 State and local ​ ​ 3,637 ​ ​ 10,191 ​ ​ 9,768 Foreign ​ ​ 14,325 ​ ​ 12,093 ​ ​ 9,971 ​ ​ ​ 27,626 ​ ​ 64,585 ​ ​ 62,115 Deferred ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ ​ 12,168 ​ ​ 9,215 ​ ​ 6,469 State and local ​ ​ 2,174 ​ ​ 688 ​ ​ 878 Foreign ​ ​ 1,348 ​ ​ 2,078 ​ ​ ( 3,603 ) ​ ​ ​ 15,690 ​ ​ 11,981 ​ ​ 3,744 Income tax expense ​ $ 43,316 ​ $ 76,566 ​ $ 65,859 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income before income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ United States ​ $ 51,984 ​ $ 218,963 ​ $ 218,528 Non-United States ​ ​ 58,685 ​ ​ 50,896 ​ ​ 22,071 ​ ​ $ 110,669 ​ $ 269,859 ​ $ 240,599 ​ 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”). 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. ​ F-27 Table of Contents G-III Apparel Group, Ltd. And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The significant components of the Company’s net deferred tax liabilities at January 31, 2026 and 2025 are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (In thousands) Deferred income tax assets: ​ ​ ​ ​ ​ ​ Compensation ​ $ 2,936 ​ $ 3,696 Inventory ​ ​ 10,811 ​ ​ 12,036 Provision for bad debts and sales allowances ​ ​ 13,138 ​ ​ 12,775 Supplemental employee retirement plan ​ ​ 1,088 ​ ​ 959 Net operating loss ​ ​ 42,125 ​ ​ 40,480 Operating lease liability ​ ​ 63,456 ​ ​ 63,715 Foreign tax credit carryforward ​ ​ 6,092 ​ ​ 6,050 Section 174 R&D amortization ​ ​ — ​ ​ 1,338 Investment basis differences ​ ​ 9,984 ​ ​ — Other ​ ​ 5,296 ​ ​ 6,158 Gross deferred income tax assets ​ ​ 154,926 ​ ​ 147,207 Less: valuation allowance ​ ​ ( 56,199 ) ​ ​ ( 46,361 ) Net deferred income tax assets ​ ​ 98,727 ​ ​ 100,846 Deferred income tax liabilities: ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ ( 33,097 ) ​ ​ ( 19,737 ) Intangibles ​ ​ ( 55,106 ) ​ ​ ( 49,237 ) Operating lease asset ​ ​ ( 58,876 ) ​ ​ ( 57,881 ) Prepaid expenses and other ​ ​ ( 2,039 ) ​ ​ ( 1,807 ) Other ​ ​ ( 3,486 ) ​ ​ ( 4,828 ) Total deferred income tax liabilities ​ ​ ( 152,604 ) ​ ​ ( 133,490 ) Net deferred income tax liabilities ​ $ ( 53,877 ) ​ $ ( 32,644 ) ​ The Company intends to indefinitely reinvest substantially all of the undistributed earnings of its foreign subsidiaries. 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 (“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. ​ F-28 Table of Contents G-III Apparel Group, Ltd. And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ 2025 ​ 2024 ​ ​ ​ ​ Amount ​ Percent ​ Amount ​ Percent ​ Amount ​ Percent ​ ​ (In thousands, except for percentages) Provision for federal income taxes at the statutory rate ​ $ 23,240 ​ 21.0 % ​ $ 56,671 ​ 21.0 % ​ $ 50,526 ​ 21.0 % State and local income taxes, net of federal tax benefit (1) ​ ​ 4,598 ​ 4.2 ​ ​ ​ 8,540 ​ 3.2 ​ ​ ​ 8,047 ​ 3.3 ​ Foreign tax effects ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Netherlands ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statutory tax rate difference between Netherlands and the United States ​ ​ 1,377 ​ 1.2 ​ ​ ​ 2,049 ​ 0.8 ​ ​ ​ 2,147 ​ 0.9 ​ Changes in valuation allowances ​ ​ ( 1,184 ) ​ ( 1.0 ) ​ ​ ​ 5,192 ​ 1.9 ​ ​ ​ ( 2,246 ) ​ ( 0.9 ) ​ Amortizable trademark ​ ​ — ​ — ​ ​ ​ ( 5,519 ) ​ ( 2.0 ) ​ ​ ​ — ​ — ​ Other ​ ​ 106 ​ 0.1 ​ ​ ​ ( 194 ) ​ ( 0.1 ) ​ ​ ​ ( 1,073 ) ​ ( 0.4 ) ​ Switzerland ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statutory tax rate difference between Switzerland and the United States ​ ​ 224 ​ 0.2 ​ ​ ​ 2,394 ​ 0.9 ​ ​ ​ ( 421 ) ​ ( 0.2 ) ​ Changes in valuation allowances ​ ​ 241 ​ 0.2 ​ ​ ​ 1,093 ​ 0.4 ​ ​ ​ 1,203 ​ 0.5 ​ Other ​ ​ ( 60 ) ​ — ​ ​ ​ 431 ​ 0.2 ​ ​ ​ ( 333 ) ​ ( 0.1 ) ​ Other foreign jurisdictions ​ ​ 1,156 ​ 1.0 ​ ​ ​ ( 1,226 ) ​ ( 0.5 ) ​ ​ ​ 1,979 ​ 0.7 ​ Effects of cross-border tax laws ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Subpart F ​ ​ 1,451 ​ 1.3 ​ ​ ​ 925 ​ 0.3 ​ ​ ​ 150 ​ 0.1 ​ Foreign-derived deduction eligible income ​ ​ ( 1,758 ) ​ ( 1.6 ) ​ ​ ​ ( 1,993 ) ​ ( 0.7 ) ​ ​ ​ ( 1,793 ) ​ ( 0.7 ) ​ Other ​ ​ 4 ​ — ​ ​ ​ 60 ​ — ​ ​ ​ 1,522 ​ 0.6 ​ Changes in valuation allowances ​ ​ 7,841 ​ 7.1 ​ ​ ​ — ​ — ​ ​ ​ — ​ — ​ Non-taxable or non-deductible items ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Officer compensation ​ ​ 6,051 ​ 5.4 ​ ​ ​ 9,009 ​ 3.3 ​ ​ ​ 6,753 ​ 2.8 ​ Other ​ ​ 370 ​ 0.3 ​ ​ ​ 486 ​ 0.2 ​ ​ ​ ( 93 ) ​ — ​ Changes in unrecognized tax benefits ​ ​ 370 ​ 0.3 ​ ​ ​ ( 2,068 ) ​ ( 0.8 ) ​ ​ ​ 1,102 ​ 0.5 ​ Other adjustments ​ ​ ( 711 ) ​ ( 0.6 ) ​ ​ ​ 716 ​ 0.3 ​ ​ ​ ( 1,611 ) ​ ( 0.7 ) ​ Actual provision for income taxes ​ $ 43,316 ​ 39.1 % ​ $ 76,566 ​ 28.4 % ​ $ 65,859 ​ 27.4 % 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. ​ ​ F-29 Table of Contents 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 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, 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, 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 ​ A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits, excluding interest and penalties, is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (In thousands) Balance at February 1, ​ $ 2,260 ​ $ 4,241 ​ $ 3,582 Additions based on tax positions related to the current year ​ ​ — ​ ​ 62 ​ ​ 57 Additions for tax positions of prior years ​ ​ 393 ​ ​ 54 ​ ​ 1,015 Reductions for tax positions of prior years ​ ​ ( 26 ) ​ ​ ( 45 ) ​ ​ ( 413 ) Settlements ​ ​ ( 1,829 ) ​ ​ ( 727 ) ​ ​ — Lapses of statutes of limitations ​ ​ — ​ ​ ( 1,325 ) ​ ​ — Balance at January 31, ​ $ 798 ​ $ 2,260 ​ $ 4,241 ​ The Company accounts for uncertain income tax positions in accordance with ASC 740 — Income Taxes. The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. 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. federal income tax as well as the income tax of multiple state, local, and foreign jurisdictions. ​ 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 France for fiscal years 2019 through 2021 . ​ F-30 Table of Contents G-III Apparel Group, Ltd. And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Income Taxes Paid ​ Income taxes paid, net of refunds, were as follows for the years ended January 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (In thousands) Federal ​ $ 20,000 ​ $ 36,000 ​ $ 33,654 State and local ​ ​ ​ ​ ​ ​ ​ ​ ​ California ​ ​ 3,201 ​ ​ 3,925 ​ ​ 2,990 New Jersey ​ ​ 900 ​ ​ 1,367 ​ ​ 3,059 New York ​ ​ 3,441 ​ ​ 2,057 ​ ​ 523 Other ​ ​ 2,313 ​ ​ 2,397 ​ ​ 2,105 Total state and local ​ ​ 9,855 ​ ​ 9,746 ​ ​ 8,677 Foreign ​ ​ ​ ​ ​ ​ ​ ​ ​ Netherlands ​ ​ 3,627 ​ ​ 6,175 ​ ​ 3,336 Hong Kong ​ ​ 519 ​ ​ 10,455 ​ ​ 6,337 Canada ​ ​ 5,103 ​ ​ 1,147 ​ ​ 2,362 Other ​ ​ 3,934 ​ ​ 3,429 ​ ​ 3,490 Total foreign ​ ​ 13,183 ​ ​ 21,206 ​ ​ 15,525 ​ ​ $ 43,038 ​ $ 66,952 ​ $ 57,856 ​ 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 ​ License Agreements ​ The Company has entered into license agreements that provide for royalty payments based on net sales of licensed products. The Company incurred royalty expense (included in cost of goods sold) of $ 142.2 million, $ 154.8 million and $ 154.2 million for the years ended January 31, 2026, 2025 and 2024, respectively. Contractual advertising expense, which is included in selling, general and administrative expenses and is normally based on a percentage of net sales associated with certain license agreements, was $ 18.5 million, $ 29.6 million and $ 36.7 million for the years ended January 31, 2026, F-31 Table of Contents G-III Apparel Group, Ltd. And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 2025 and 2024, respectively. Based on minimum net sales requirements, future minimum royalty and advertising payments required under these agreements are: ​ ​ ​ ​ ​ Year Ending January 31, ​ ​ ​ Amount ​ ​ (In thousands) 2027 ​ $ 78,388 2028 ​ ​ 53,300 2029 ​ ​ 29,405 2030 ​ ​ 16,535 2031 ​ ​ 4,398 Thereafter ​ ​ — ​ ​ $ 182,026 ​ Legal Proceedings ​ In the ordinary course of business, the Company is subject to periodic claims, investigations and lawsuits. 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 ​ Share Repurchase Program ​ In August 2023, our Board of Directors authorized an increase in the number of shares covered by the Company’s share repurchase program to an aggregate amount of 10,000,000 shares. The timing and actual number of shares repurchased, if any, will depend on a number of factors, including market conditions and prevailing stock prices, and are subject to compliance with certain covenants contained in the loan agreement. Share repurchases may take place on the open market, in privately negotiated transactions or by other means, and would be made in accordance with applicable securities laws. ​ During fiscal 2026, pursuant to this program, the Company acquired 2,158,276 shares of its common stock for an aggregate purchase price of $ 49.8 million. During fiscal 2025, pursuant to this program, the Company acquired 2,209,832 shares of its common stock for an aggregate purchase price of $ 60.0 million. During fiscal 2024, pursuant to this program, the Company acquired 1,598,568 shares of its common stock for an aggregate purchase price of $ 26.1 million. As of January 31, 2026, The Company had 5,631,892 authorized shares remaining under this program. ​ ​ F-32 Table of Contents G-III Apparel Group, Ltd. And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Long-Term Incentive Plan ​ On October 10, 2023, the Company’s shareholders approved the 2023 Long-Term Incentive Plan (the “2023 Plan”), which replaced the Company’s Amended and Restated 2015 Long-Term Incentive Plan (the “2015 Plan”). The 2023 Plan authorizes the issuance of 2.8 million shares. Shares available under the 2015 Plan, which would otherwise have expired on June 9, 2025, were not carried over into the 2023 Plan and no further grants will be made under the 2015 Plan. Outstanding awards issued prior to August 18, 2023 continue to remain subject to the terms of the 2015 Plan. As of January 31, 2026, the Company had 599,477 shares available for grant under the 2023 Plan. 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 cliff vest after three years or five years . 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 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. These SPSUs may be earned if certain stock price, relative Total Shareholder Return target and service conditions are achieved. These awards may vest from time to time beginning on the third anniversary of the effective date of the award through the fifth anniversary of the effective date of the award. ​ Restricted Stock Units and Performance Stock Units ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restricted Stock Units ​ Performance Stock Units ​ ​ ​ Weighted Average ​ ​ ​ Weighted Average ​ Awards ​ Grant Date ​ Awards ​ Grant Date ​ Outstanding ​ ​ ​ Fair Value ​ Outstanding ​ ​ ​ Fair Value Unvested as of January 31, 2023 1,918,245 ​ $ 17.07 ​ 484,529 ​ $ 31.41 Granted 572,147 ​ $ 16.47 ​ 1,030,381 ​ $ 21.15 Vested ( 1,153,872 ) ​ $ 10.61 ​ — ​ $ — Cancelled ( 43,445 ) ​ $ 23.39 ​ — ​ $ — Unvested as of January 31, 2024 1,293,075 ​ $ 22.35 ​ 1,514,910 ​ $ 24.44 Granted 437,037 ​ $ 28.67 ​ 373,524 ​ $ 28.80 Vested ( 370,085 ) ​ $ 28.94 ​ ( 264,322 ) ​ $ 31.43 Cancelled ( 30,970 ) ​ $ 22.80 ​ — ​ $ — Unvested as of January 31, 2025 1,329,057 ​ $ 22.59 ​ 1,624,112 ​ $ 24.45 Granted 902,547 ​ $ 28.10 ​ 332,486 ​ $ 26.73 Vested ( 452,455 ) ​ $ 24.66 ​ ( 189,301 ) ​ $ 31.42 Cancelled ( 54,371 ) ​ $ 21.89 ​ ( 122,289 ) ​ $ 31.29 Unvested as of January 31, 2026 1,724,778 ​ $ 24.95 ​ 1,645,008 ​ $ 23.60 ​ Restricted Stock Units ​ 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. ​ F-33 Table of Contents G-III Apparel Group, Ltd. And Subsidiaries 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 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. ​ 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 employment agreement entered into in August 2023. These SPSUs may be earned if certain stock price, relative Total Shareholder Return target and service conditions are achieved. These awards may vest from time to time beginning on the third anniversary of the effective date of the award through the fifth anniversary of the effective date of the award. For restricted stock units with market conditions, 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 stock price, and risk-free rates of return. This valuation is performed with the assistance of a third party valuation specialist. SPSUs are expensed over the service period under the accelerated attribution method. ​ The Company accounts for forfeited awards as they occur as permitted by ASC 718. Ultimately, the actual expense recognized over the vesting period will be for those shares that vest. ​ 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. ​ Dividends ​ 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 ​ Three customers in the wholesale operations segment accounted for approximately 20.6 %, 11.4 % and 11.0 %, respectively, of the Company’s net sales for the year ended January 31, 2026. 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. 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. ​ F-34 Table of Contents G-III Apparel Group, Ltd. And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) NOTE 14 — EMPLOYEE BENEFIT PLANS ​ 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. The Company made matching contributions of $ 4.8 million, $ 4.7 million and $ 4.3 million for the years ended January 31, 2026, 2025 and 2024, respectively. ​ NOTE 15 — SEGMENTS ​ The Company’s reportable segments are business units that offer products through different channels of distribution. The Company has two reportable segments: wholesale operations and retail operations. 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 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. Bass and Wilsons Leather. Substantially all DKNY and Karl Lagerfeld Paris stores are operated as outlet stores. ​ The Company determines its operating segments based on how the chief operating decision maker (“CODM”) views and analyzes each segment’s operations and performance. The Company’s CODM is its Chief Executive Officer. The CODM utilizes operating profit or loss as the measure of segment profit or loss. The CODM uses operating profit or loss to determine resource allocation and operational decisions for matters including, but not limited to, compensation, advertising and facilities needs. ​ All historical financial segment information has been recast to conform to the new disclosure requirements under ASU 2023-07. ​ The following segment information, in thousands, is presented for the fiscal years ended: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 31, 2026 ​ ​ ​ ​ Wholesale ​ ​ ​ Retail ​ ​ ​ Elimination (1) ​ ​ ​ Total Net sales ​ $ 2,866,314 ​ $ 186,044 ​ $ ( 95,346 ) ​ $ 2,957,012 Cost of goods sold ​ ​ 1,795,577 ​ ​ 92,752 ​ ​ ( 95,346 ) ​ ​ 1,792,983 Gross profit ​ ​ 1,070,737 ​ ​ 93,292 ​ ​ — ​ ​ 1,164,029 Selling, general and administrative expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Compensation ​ ​ 363,460 ​ ​ 29,789 ​ ​ — ​ ​ 393,249 Facility fees ​ ​ 207,907 ​ ​ 30,526 ​ ​ — ​ ​ 238,433 Advertising ​ ​ 120,946 ​ ​ 18,093 ​ ​ — ​ ​ 139,039 Other segment items (2) ​ ​ 191,296 ​ ​ 16,445 ​ ​ — ​ ​ 207,741 Total selling, general and administrative expenses ​ ​ 883,609 ​ ​ 94,853 ​ ​ — ​ ​ 978,462 Depreciation and amortization ​ ​ 25,564 ​ ​ 3,452 ​ ​ — ​ ​ 29,016 Asset impairments ​ ​ 48,565 ​ ​ — ​ ​ — ​ ​ 48,565 Operating profit (loss) ​ $ 112,999 ​ $ ( 5,013 ) ​ $ — ​ $ 107,986 ​ F-35 Table of Contents G-III Apparel Group, Ltd. And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 31, 2025 ​ ​ ​ ​ Wholesale ​ ​ ​ Retail ​ ​ ​ Elimination (1) ​ ​ ​ Total Net sales ​ $ 3,083,749 ​ $ 166,464 ​ $ ( 69,417 ) ​ $ 3,180,796 Cost of goods sold ​ ​ 1,869,199 ​ ​ 82,488 ​ ​ ( 69,417 ) ​ ​ 1,882,270 Gross profit ​ ​ 1,214,550 ​ ​ 83,976 ​ ​ — ​ ​ 1,298,526 Selling, general and administrative expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Compensation ​ ​ 374,896 ​ ​ 31,606 ​ ​ — ​ ​ 406,502 Facility fees ​ ​ 206,387 ​ ​ 32,830 ​ ​ — ​ ​ 239,217 Advertising ​ ​ 132,381 ​ ​ 14,424 ​ ​ — ​ ​ 146,805 Other segment items (2) ​ ​ 162,675 ​ ​ 14,613 ​ ​ — ​ ​ 177,288 Total selling, general and administrative expenses ​ ​ 876,339 ​ ​ 93,473 ​ ​ — ​ ​ 969,812 Depreciation and amortization ​ ​ 22,951 ​ ​ 4,493 ​ ​ — ​ ​ 27,444 Asset impairments ​ ​ 8,195 ​ ​ — ​ ​ — ​ ​ 8,195 Operating profit (loss) ​ $ 307,065 ​ $ ( 13,990 ) ​ $ — ​ $ 293,075 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 31, 2024 ​ ​ ​ ​ Wholesale ​ ​ ​ Retail ​ ​ ​ Elimination (1) ​ ​ ​ Total Net sales ​ $ 3,009,614 ​ $ 148,428 ​ $ ( 59,800 ) ​ $ 3,098,242 Cost of goods sold ​ ​ 1,839,183 ​ ​ 77,012 ​ ​ ( 59,800 ) ​ ​ 1,856,395 Gross profit ​ ​ 1,170,431 ​ ​ 71,416 ​ ​ — ​ ​ 1,241,847 Selling, general and administrative expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Compensation ​ ​ 353,380 ​ ​ 35,364 ​ ​ — ​ ​ 388,744 Facility fees ​ ​ 207,055 ​ ​ 35,943 ​ ​ — ​ ​ 242,998 Advertising ​ ​ 111,109 ​ ​ 11,456 ​ ​ — ​ ​ 122,565 Other segment items (2) ​ ​ 155,377 ​ ​ 14,539 ​ ​ — ​ ​ 169,916 Total selling, general and administrative expenses ​ ​ 826,921 ​ ​ 97,302 ​ ​ — ​ ​ 924,223 Depreciation and amortization ​ ​ 22,505 ​ ​ 5,018 ​ ​ — ​ ​ 27,523 Asset impairments ​ ​ 7,140 ​ ​ ( 382 ) ​ ​ — ​ ​ 6,758 Operating profit (loss) ​ $ 313,865 ​ $ ( 30,522 ) ​ $ — ​ $ 283,343 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, 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 31, ​ ​ 2026 ​ 2025 ​ 2024 ​ ​ (In thousands) Licensed brands ​ $ 1,273,455 ​ $ 1,525,658 ​ $ 1,653,259 Proprietary brands ​ ​ 1,592,859 ​ ​ 1,558,091 ​ ​ 1,356,355 Wholesale net sales ​ $ 2,866,314 ​ $ 3,083,749 ​ $ 3,009,614 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Proprietary brands ​ $ 186,044 ​ $ 166,464 ​ $ 148,428 Retail net sales ​ $ 186,044 ​ $ 166,464 ​ $ 148,428 ​ 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. ​ F-36 Table of Contents G-III Apparel Group, Ltd. And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The total assets for each of the Company’s reportable segments, as well as assets not allocated to a segment, are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 31, ​ January 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ (In thousands) Wholesale ​ $ 1,549,760 ​ $ 1,508,111 Retail ​ ​ 87,769 ​ ​ 97,226 Corporate ​ ​ 973,291 ​ ​ 877,897 Total Assets ​ $ 2,610,820 ​ $ 2,483,234 ​ The total net sales and long-lived assets by geographic region, in thousands, are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ 2025 ​ 2024 ​ ​ ​ ​ ​ Long-Lived ​ ​ ​ ​ Long-Lived ​ ​ ​ ​ Long-Lived Geographic Region ​ ​ ​ Net Sales ​ ​ ​ Assets ​ ​ ​ Net Sales ​ ​ ​ Assets ​ ​ ​ Net Sales ​ ​ ​ Assets United States ​ $ 2,284,876 ​ $ 622,505 ​ $ 2,461,443 ​ $ 685,110 ​ $ 2,400,191 ​ $ 605,548 Non-United States ​ ​ 672,136 ​ ​ 519,268 ​ ​ 719,353 ​ ​ 462,770 ​ ​ 698,051 ​ ​ 415,298 ​ ​ $ 2,957,012 ​ $ 1,141,773 ​ $ 3,180,796 ​ $ 1,147,880 ​ $ 3,098,242 ​ $ 1,020,846 ​ 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 ​ Investment in AWWG ​ In May 2024, the Company acquired a 12.1 % minority interest in AWWG for € 50 million ($ 53.6 million). AWWG is a global fashion group and premier platform for international brands. AWWG owns a portfolio of brands including Hackett, Pepe Jeans and Façonnable. This investment is intended to leverage AWWG’s expertise and provide for synergies to support the Company’s international expansion priority through the development of its operational platform in Europe. ​ In July 2024, the Company acquired an additional 6.6 % minority interest in AWWG for € 27.1 million ($ 29.1 million), increasing its total ownership interest to 18.7 %. The investment in AWWG is owned by G-III Foreign Holdings B.V., a wholly-owned subsidiary of the Company. G-III Foreign Holdings B.V. reports results on a calendar year basis rather than on the January 31 fiscal year basis used by the Company. ​ Prior to the additional investment made in July 2024, the Company accounted for its investment in AWWG using the cost method of accounting and the investment was classified in other assets, net in the Company’s consolidated balance sheet. As of the date of the additional investment made in July 2024, the Company determined it has significant influence in accordance with ASC 323 primarily through its increased ownership interest, representation on AWWG’s board of directors and the audit committee of the board of directors, its strategic partnership with AWWG, material intra-entity transactions with AWWG and regular access to AWWG’s financial information. As a result, the Company converted the accounting for the investment from the cost method of accounting to the equity method of accounting. The investment is classified in investments in unconsolidated affiliates in the Company’s consolidated balance sheet as of January 31, 2026. ​ F-37 Table of Contents G-III Apparel Group, Ltd. And Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 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 ​ Transactions with AWWG ​ 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, 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 ​ In June 2023, the Company entered into a stock sale and purchase agreement (the “Agreement”) with Sammy Aaron, the Company’s Vice Chairman and President and a Director of the Company. Pursuant to the Agreement, the Company purchased from Mr. Aaron 208,943 shares of its common stock for $ 4.1 million at a price equal to the closing price of the Company’s shares on the date of the Agreement. ​ Transactions with E-Commerce Retailer ​ In fiscal 2023, the Company made a $ 25.0 million investment in an 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. ​ ​ ​ ​ ​ F-38 Table of Contents ​ SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS Years ended January 31, 2026, 2025 and 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at ​ Charges to ​ ​ ​ Balance at ​ ​ Beginning ​ Cost and ​ ​ ​ End of Description ​ ​ ​ of Period ​ Expenses ​ ​ ​ Deductions (1) ​ ​ ​ Period ​ ​ (In thousands) Year ended January 31, 2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deducted from asset accounts ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for doubtful accounts ​ $ 7,588 ​ $ 19,778 ​ $ 8,328 ​ $ 19,038 Reserve for returns ​ ​ 23,247 ​ ​ 23,564 ​ ​ 26,299 ​ ​ 20,512 Reserve for sales allowances (2) ​ ​ 56,738 ​ ​ 154,629 ​ ​ 155,571 ​ ​ 55,796 ​ ​ $ 87,573 ​ $ 197,971 ​ $ 190,198 ​ $ 95,346 Year ended January 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deducted from asset accounts ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for doubtful accounts ​ $ 1,471 ​ $ 6,165 ​ $ 48 ​ $ 7,588 Reserve for returns ​ ​ 29,310 ​ ​ 24,849 ​ ​ 30,912 ​ ​ 23,247 Reserve for sales allowances (2) ​ ​ 54,744 ​ ​ 161,467 ​ ​ 159,473 ​ ​ 56,738 ​ ​ $ 85,525 ​ $ 192,481 ​ $ 190,433 ​ $ 87,573 Year ended January 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deducted from asset accounts ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for doubtful accounts ​ $ 18,297 ​ $ ( 163 ) ​ $ 16,663 ​ $ 1,471 Reserve for returns ​ ​ 30,610 ​ ​ 32,022 ​ ​ 33,322 ​ ​ 29,310 Reserve for sales allowances (2) ​ ​ 59,150 ​ ​ 173,120 ​ ​ 177,526 ​ ​ 54,744 ​ ​ $ 108,057 ​ $ 204,979 ​ $ 227,511 ​ $ 85,525 ​ ​ ​ (1) ​ Accounts written off as uncollectible, net of recoveries. (2) ​ See Note 1 in the accompanying notes to consolidated financial statements for a description of sales allowances . ​ ​ ​ S-1