What changed in this filing

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Item 1. Financial Statements

2026-06-08 compared with 2025-12-09 · 101 added, 172 removed, 394 unchanged (41% of the section changed)

43 unchanged sentences

Total stockholders' equity

Total liabilities, redeemable noncontrolling interests and stockholders' equity

Total liabilities and stockholders' equity

The accompanying notes are an integral part of these statements .

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

Three Months Ended October 31,

Nine Months Ended October 31,

Three Months Ended April 30,

(In thousands, except per share amounts)

2 unchanged sentences

Depreciation and amortization

Asset impairments

Operating profit

3 unchanged sentences

Income tax expense

loss attributable to noncontrolling interests

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

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

NET INCOME PER COMMON SHARE:

Net income per common share

Weighted average number of shares outstanding

5 unchanged sentences

Comprehensive income

Comprehensive loss attributable to noncontrolling interests:

Foreign currency translation adjustments

Comprehensive loss attributable to noncontrolling interests

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

The accompanying notes are an integral part of these statements.

3 unchanged sentences

Comprehensive

Held In Treasury

Income (Loss)

(In thousands)

Balance as of July 31, 2025

Equity awards vested, net

Share-based compensation expense

Taxes paid for net share settlements

Other comprehensive loss, net

Repurchases of common stock

Excise tax on stock repurchases

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

Balance as of October 31, 2025

Balance as of July 31, 2024

Share-based compensation expense

Other comprehensive income, net

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

Balance as of October 31, 2024

Balance as of January 31, 2026

1 unchanged sentence

Share-based compensation expense

Taxes paid for net share settlements

Other comprehensive income, net

Repurchases of common stock

Excise tax on stock repurchases

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

Balance as of October 31, 2025

Other comprehensive loss, net

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

Balance as of April 30, 2026

Balance as of January 31, 2025

5 unchanged sentences

Excise tax on stock repurchases

Reduction of non-controlling interest

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

Balance as of October 31, 2024

Balance as of April 30, 2025

The accompanying notes are an integral part of these statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended October 31,

Three Months Ended April 30,

(Unaudited, in thousands)

Cash flows from operating activities

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

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

2 unchanged sentences

Non-cash operating lease costs

Asset impairments

Extinguishment of deferred financing costs

Equity gain in unconsolidated affiliates

13 unchanged sentences

Operating lease assets initial direct costs

Proceeds from sale of assets

Investment in equity interest of private company

2 unchanged sentences

Cash flows from financing activities

Repayment of borrowings - revolving facility

Proceeds from borrowings - revolving facility

Repayment of borrowings - foreign facilities

Proceeds from borrowings - foreign facilities

Repayment of borrowings - senior secured notes

Payment of financing costs

Dividends paid on common stock

Purchase of treasury shares

17 unchanged sentences

and its subsidiaries.

The Company designs, sources, distributes and markets an extensive range of apparel, including outerwear, dresses, sportswear, suit separates, athleisure, jeans, swimwear, as well as handbags, footwear, small leather goods, cold weather accessories and luggage.

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.

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

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

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.

(“AWWG”) is a Dutch corporation that is 18.7 % owned by the Company and is 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, Sonia Rykiel, a Swiss corporation that is wholly-owned by the Company, AWWG and certain other subsidiaries of the Company report results on a calendar year basis rather than on the January 31 fiscal year basis used by the Company.

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

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

(“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 quarter ended or ending closest to the Company’s fiscal quarter end.

For example, with respect to the Company’s results for the three-month period ended April 30, 2026, the results of KLH, Vilebrequin, certain other subsidiaries of the Company and AWWG are included for the three-month period ended March 31, 2026.

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

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

The results for the three and nine months ended October 31, 2025 are not necessarily indicative of the results expected for the entire fiscal year, given the seasonal nature of the Company’s business.

For fiscal 2027 and 2026, the three-month periods for the retail operations segment were each 13-week periods, respectively, and ended on May 2, 2026 and May 3, 2025, respectively.

The results for the three months ended April 30, 2026 are not necessarily indicative of the results expected for the entire fiscal year, given the seasonal nature of the Company’s business.

The accompanying financial statements included herein are unaudited.

11 unchanged sentences

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 October 31, 2025, October 31, 2024 and January 31, 2025 were:

October 31, 2025

The Company’s accounts receivable and allowance for doubtful accounts as of April 30, 2026, April 30, 2025 and January 31, 2026 were:

April 30, 2026

(In thousands)

2 unchanged sentences

Accounts receivable, net

October 31, 2024

April 30, 2025

(In thousands)

13 unchanged sentences

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

During the nine months ended October 31, 2025, 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.

The Company had the following activity in its allowance for doubtful accounts:

3 unchanged sentences

Accounts written off as uncollectible

Balance as of October 31, 2025

Balance as of April 30, 2026

Balance as of January 31, 2025

1 unchanged sentence

Accounts written off as uncollectible

Balance as of October 31, 2024

Balance as of April 30, 2025

Balance as of January 31, 2025

6 unchanged sentences

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 $ 9.1 million, $ 10.6 million and $ 13.2 million as of October 31, 2025, October 31, 2024 and January 31, 2025, respectively.

The inventory return asset, which consists of the amount of goods that are anticipated to be returned by customers, was $ 9.0 million, $ 7.8 million and $ 12.2 million as of April 30, 2026, April 30, 2025 and January 31, 2026, respectively.

The inventory return asset is recorded within prepaid expenses and other current assets on the condensed consolidated balance sheets.

Inventory held on consignment by the Company’s customers totaled $ 4.8 million, $ 5.6 million and $ 5.9 million at October 31, 2025, October 31, 2024 and January 31, 2025, respectively.

The Company reflects this inventory on its condensed consolidated balance sheets.

Inventory held on consignment by the Company’s customers totaled $ 4.3 million, $ 5.6 million and $ 4.4 million as of April 30, 2026, April 30, 2025 and January 31, 2026, respectively.

The Company reflects consigned inventory within inventories on its condensed consolidated balance sheets.

NOTE 4 – FAIR VALUE OF FINANCIAL INSTRUMENTS

12 unchanged sentences

(In thousands)

Revolving credit facility

Unsecured loans

10 unchanged sentences

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

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

NOTE 5 – LEASES

10 unchanged sentences

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 October 31, 2025, October 31, 2024 and January 31, 2025 consist of the following:

The Company’s operating lease assets and liabilities as of April 30, 2026, April 30, 2025 and January 31, 2026 consist of the following:

Classification

October 31, 2025

October 31, 2024

April 30, 2026

April 30, 2025

January 31, 2026

6 unchanged sentences

Total lease liabilities

The Company recorded lease costs of $ 18.3 million and $ 54.3 million during the three and nine months ended October 31, 2025.

The Company recorded lease costs of $ 19.0 million and $ 55.2 million during the three and nine months ended October 31, 2024.

The Company recorded lease costs of $ 18.6 million and $ 18.2 million during the three months ended April 30, 2026 and 2025, respectively.

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

The Company recorded variable lease costs and short-term lease costs of $ 4.5 million and $ 12.4 million for the three and nine months ended October 31, 2025.

The Company recorded variable lease costs and short-term lease costs of $ 5.0 million and $ 16.1 million for the three and nine months ended October 31, 2024.

The Company recorded variable lease costs and short-term lease costs of $ 3.9 million and $ 3.5 million for the three months ended April 30, 2026 and 2025, respectively.

Short-term lease costs are immaterial.

As of October 31, 2025, the Company’s maturity of operating lease liabilities in the years ending up to January 31, 2030 and thereafter are as follows:

As of April 30, 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,

2 unchanged sentences

Present value of lease liabilities

As of October 31, 2025, there are no material leases that are legally binding but have not yet commenced.

As of October 31, 2025, the weighted average remaining lease term related to operating leases is 6.4 years.

As of April 30, 2026, there are no material leases that are legally binding but have not yet commenced.

As of April 30, 2026, the weighted average remaining lease term related to operating leases is 6.2 years.

The weighted average discount rate related to operating leases is 6.0 %.

Cash paid for amounts included in the measurement of operating lease liabilities was $ 57.3 million and $ 58.9 million during the nine months ended October 31, 2025 and 2024, respectively.

Right-of-use assets obtained in exchange for lease obligations were $ 35.4 million and $ 108.7 million during the nine months ended October 31, 2025 and 2024, respectively.

Cash paid for amounts included in the measurement of operating lease liabilities was $ 19.1 million and $ 19.3 million during the three months ended April 30, 2026 and 2025, respectively.

Right-of-use assets obtained in exchange for lease obligations were $ 22.4 million and $ 8.7 million during the three months ended April 30, 2026 and 2025, respectively.

NOTE 6 – NET INCOME PER COMMON SHARE

1 unchanged sentence

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 outstanding during the period.

There were no shares of common stock excluded from the diluted net income per share calculation for the three months ended October 31, 2025.

Approximately 5,500 shares of common stock have been excluded from the diluted net income per share calculation for the nine months ended October 31, 2025.

There were no shares of common stock excluded from the diluted net income per share calculation for the three and nine months ended October 31, 2024.

Approximately 340,000 and 5,400 shares of common stock have been excluded from the diluted net income per share calculation for the three months ended April 30, 2026 and 2025, respectively.

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

Three Months Ended October 31,

Nine Months Ended October 31,

Three Months Ended April 30,

(In thousands, except share and per share amounts)

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

Basic net income per share:

8 unchanged sentences

Long-term debt consists of the following:

October 31, 2025

October 31, 2024

April 30, 2026

April 30, 2025

January 31, 2026

(In thousands)

Revolving credit facility

Unsecured loans

2 unchanged sentences

Current portion of long-term debt

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.

Third Amended and Restated ABL Credit Agreement

9 unchanged sentences

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

As of April 30, 2026, interest under the Third ABL Credit Agreement was being paid at an average rate of 7.25 % per annum.

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

9 unchanged sentences

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 October 31, 2025, the Company was in compliance with these covenants.

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

As of April 30, 2026, the Company was in compliance with these covenants.

As of April 30, 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 October 31, 2025, there were no outstanding trade letters of credit and $ 2.4 million of standby letters of credit.

As of April 30, 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 Accounting Standards Codification (“ASC”) 835, the debt issuance costs have been deferred and are presented as an asset which is amortized ratably over the term of the Third ABL Credit Agreement.

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

Total debt issuance costs, net of amortization, were $ 3.9 million, $ 5.1 million and $ 4.2 million as of April 30, 2026, April 30, 2025 and January 31, 2026.

Unsecured Loans

1 unchanged sentence

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 loans accrues at a fixed rate equal to 0 % to 5.0 % per annum, payable on either a quarterly or monthly basis.

As of October 31, 2025, the Company had an aggregate outstanding balance of € 3.9 million ($ 4.6 million) under these unsecured 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 April 30, 2026, the Company had an aggregate outstanding balance of € 2.3 million ($ 2.7 million) under these unsecured loans.

Overdraft Facilities

2 unchanged sentences

Interest on drawn balances accrues at a rate equal to the Euro Interbank Offered Rate (“EURIBOR”) plus a margin of 1.75 % per annum, payable quarterly.

The facility may be cancelled at any

time by the Company or HSBC Bank.

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 October 31, 2025, the Company had no borrowings outstanding under these various facilities.

As of April 30, 2026, the Company had an aggregate outstanding balance of € 7.0 million ($ 8.1 million) under these various facilities.

Foreign Credit Facilities

4 unchanged sentences

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

As of October 31, 2025, the Company had an aggregate of € 5.1 million ($ 6.0 million) drawn under these credit facilities.

As of April 30, 2026, the Company had an aggregate outstanding balance of € 4.0 million ($ 4.6 million) under these credit facilities.

NOTE 8 – SUPPLY CHAIN FINANCE PROGRAM

6 unchanged sentences

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

As of October 31, 2025, the Company had $ 131.2 million of payment obligations outstanding under the SCF Program.

During the three and nine months ended October 31, 2025, the Company settled obligations of $ 307.2 million and $ 438.8 million through the SCF Program, respectively.

The following supply chain finance program activity is presented for the nine-month period indicated below:

October 31, 2025

(In thousands)

Confirmed obligations outstanding at beginning of period

Invoices confirmed during the period

Confirmed invoices paid during the period

Confirmed obligations outstanding at end of period

The Company had $ 95.5 million and $ 45.0 million of payment obligations outstanding under the SCF Program as of April 30, 2026 and 2025,

respectively.

The Company settled obligations of $ 166.6 million and $ 41.8 million through the SCF Program during the three months ended April 30, 2026 and 2025, respectively.

NOTE 9 – REVENUE RECOGNITION

6 unchanged sentences

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.

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.

1 unchanged sentence

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

As of October 31, 2025, revenues from license agreements related to trademarks associated with the Company’s owned brands represented an insignificant portion of wholesale revenues.

As of April 30, 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.

8 unchanged sentences

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

Total contract liabilities were $ 4.6 million, $ 4.6 million and $ 5.9 million at October 31, 2025, October 31, 2024 and January 31, 2025, respectively.

The Company recognized $ 3.7 million in revenue for the three months ended October 31, 2025 related to contract liabilities that existed at July 31, 2025.

The Company recognized $ 4.6 million in revenue for the nine months ended October 31, 2025 related to contract liabilities that existed at January 31, 2025.

There were no contract assets recorded as of October 31, 2025, October 31, 2024 and January 31, 2025.

Substantially all of the advance payments from licensees as of October 31, 2025 are expected to be recognized as revenue within the next twelve months.

Total contract liabilities were $ 5.0 million, $ 4.8 million and $ 6.2 million at April 30, 2026, April 30, 2025 and January 31, 2026, respectively.

The Company recognized $ 4.3 million in revenue for the three months ended April 30, 2026 related to contract liabilities that existed at January 31, 2026.

The Company recognized $ 4.5 million in revenue for the three months ended April 30, 2025 related to contract liabilities that existed at January 31, 2025.

There were no contract assets recorded as of April 30, 2026, April 30, 2025 and January 31, 2026.

Substantially all of the advance payments from licensees as of April 30, 2026 are expected to be recognized as revenue within the next twelve months.

NOTE 10 – SEGMENTS

2 unchanged sentences

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 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.

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.

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.

4 unchanged sentences

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 Accounting Standard Update (“ASU”) 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.”

The following segment information is presented for the three and nine month periods indicated below:

Three Months Ended October 31, 2025

Elimination (1)

(In thousands)

Cost of goods sold

Selling, general and administrative expenses:

Facility fees

Other segment items (2)

Total selling, general and administrative expenses

Depreciation and amortization

Asset impairments

Operating profit (loss)

Three Months Ended October 31, 2024

Elimination (1)

(In thousands)

Cost of goods sold

Selling, general and administrative expenses:

Facility fees

Other segment items (2)

Total selling, general and administrative expenses

Depreciation and amortization

Operating profit (loss)

Nine Months Ended October 31, 2025

The following segment information is presented for the three month periods indicated below:

Three Months Ended April 30, 2026

Elimination (1)

6 unchanged sentences

Depreciation and amortization

Asset impairments

Operating profit (loss)

Nine Months Ended October 31, 2024

Three Months Ended April 30, 2025

Elimination (1)

8 unchanged sentences

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

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

(2) The wholesale operations segment includes a $ 119.7 million reduction in cost of goods sold during the three months ended April 30, 2026 resulting from the tariff refund receivable.

See Note 12 — Tariff Refund Receivable.

(3) 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:

Three Months Ended

Nine Months Ended

October 31, 2025

October 31, 2024

October 31, 2025

October 31, 2024

April 30, 2026

April 30, 2025

(In thousands)

7 unchanged sentences

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

October 31, 2025

October 31, 2024

April 30, 2026

April 30, 2025

January 31, 2026

(In thousands)

Capital expenditures during the nine months ended October 31, 2025 for the wholesale operations segment and retail operations segment were $ 26.1 million and $ 1.4 million, respectively.

Capital expenditures during the three months ended April 30, 2026 for the wholesale operations segment and retail operations segment were $ 7.2 million and $ 1.3 million, respectively.

Capital expenditures during the three months ended April 30, 2025 for the wholesale operations segment and retail operations segment were $ 2.3 million and $ 1.0 million, respectively.

NOTE 11 – STOCKHOLDERS’ EQUITY

For the three months ended October 31, 2025, the Company issued no shares of common stock and utilized 183,665 shares of treasury stock in connection with the vesting of equity awards.

For the three months ended October 31, 2024, the Company issued no shares of common stock and utilized no shares of treasury stock in connection with the vesting of equity awards.

For the nine months ended October 31, 2025, the Company issued no shares of common stock and utilized 460,856 shares of treasury stock in connection with the vesting of equity awards.

For the nine months ended October 31, 2024, the Company issued no shares of common stock and utilized 366,714 shares of treasury stock in connection with the vesting of equity awards.

For the three months ended April 30, 2026, the Company issued no shares of common stock and utilized 1,286 shares of treasury stock in connection with the vesting of equity awards.

For the three months ended April 30, 2025, the Company issued no shares of common stock and utilized 213,829 shares of treasury stock in connection with the vesting of equity awards.

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 was paid on March 30, 2026 , to all stockholders of record as of March 23, 2026 .

On May 26, 2026 , the Board of Directors declared a cash dividend of $ 0.10 per share.

The dividend will be paid on July 8, 2026 to all stockholders of record as of June 22, 2026 .

NOTE 12 – TARIFF REFUND RECEIVABLE

In February 2026, the Supreme Court of the United States ruled against the current administration’s use of the International Emergency Economic Powers Act (“IEEPA”) to impose certain tariffs levied since February 2025.

Pursuant to a court order on March 4, 2026 from the U.S.

Court of International Trade (“CIT”) directing the refund of such tariffs, including applicable interest, on April 20, 2026, U.S.

Customs and Border Protection (“CBP”) launched the Consolidated Administration and Processing of Entries (“CAPE”) system to facilitate refund claims, to which the Company successfully submitted its refund claim.

Based on the Supreme Court ruling, the CIT order and actions taken by CBP regarding the refund process and other available information, including offers from third-party financial institutions to acquire the Company’s tariff refund claim, the Company assessed that the recovery of previously paid IEEPA tariffs is probable and reasonably estimable in accordance with the cost recovery accounting guidance.

As of April 30, 2026, the Company recorded a receivable of approximately $ 139.5 million related to IEEPA tariffs paid by the Company between February 2025 and February 2026, which is included within prepaid expenses and other current assets on the Company’s condensed consolidated balance sheets.

The accounting for the IEEPA tariff refund reflects the original treatment of the underlying tariff costs.

During the three months ended April 30, 2026, the Company recognized a $ 119.7 million reduction in cost of goods sold in the Company’s condensed consolidated statements of income, representing the expense for IEEPA tariffs on inventory sold to customers since the tariffs were enacted in February 2025.

Additionally, the Company recognized a $ 19.8 million reduction in the carrying value of inventories on hand on the Company’s condensed consolidated balance sheet as of April 30, 2026 for tariffs previously capitalized as cost of inventory.

Interest associated with refunded IEEPA tariffs will be recognized in the Company’s condensed consolidated statements of income in the period it is received.

Although the Company has assessed that the recovery of previously paid IEEPA tariffs is probable based on currently available information, the timing of cash receipts remains dependent upon the processing of refund claims by CBP and the U.S.

Department of Treasury.

NOTE 13 – LITIGATION WITH PVH CORP.

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Recently Adopted Accounting Guidance

There was no accounting guidance adopted during the three months ended October 31, 2025.

There was no accounting guidance adopted during the three months ended April 30, 2026.

Issued Accounting Guidance Being Evaluated for Adoption

In December 2023, the Financial Accounting Standards Board (“FASB”) issued 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.

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

Early adoption is permitted.

The Company expects to adopt this standard in its Annual Report on Form 10-K for fiscal 2026 and is currently evaluating the standard and determining the extent of additional disclosures that may be required.

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

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NOTE 15 – SUBSEQUENT EVENTS

On December 4, 2025 , the Company's Board of Directors declared a cash dividend of $ 0.10 per share.

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

On May 14, 2026, the Company entered into certain agreements relating to the acquisition of the Marc Jacobs business from LVMH Moet Hennessy Louis Vuitton Inc.

and its affiliates (“LVMH”).

The transaction is structured such that (i) MJ Topco, LLC (“IPCo”), a newly formed joint venture between a subsidiary of the Company and an affiliate of WHP Global (“WHP”), will acquire all of the issued and outstanding units of Marc Jacobs Holdings, LLC through a wholly owned indirect subsidiary, Majestic AcqCo, LLC, (ii) following such acquisition, the Company will acquire the Marc Jacobs operating business through its subsidiaries, and (iii) IPCo will retain the Marc Jacobs intellectual property and certain other retained assets.

The Company will fund its approximately $ 500 million investment using cash on hand and borrowings under its revolving credit facility.

The Company will operate the business pursuant to a license from IPCo.

Subject to closing, the license agreement will provide an exclusive right to use the Marc Jacobs brand in the United States, Canada, Mexico and Western Europe for the distribution, promotion and sale of specified product categories, including women’s and men’s apparel, handbags, footwear, swim, small leather goods, luggage and cold weather accessories, through wholesale channels, branded retail stores and branded e-commerce sites.

The initial term of the license agreement is from the effective date through December 2041, and the Company has 10 successive options to renew the license agreement for periods of 5 years .

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

What changed 10-Q

Item 1. Financial Statements