G III APPAREL GROUP LTD /DE/ 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. ​ The following table provides information with respect to the Company’s common stock that the Company repurchased during the three months ended April 30, 2022. Included in this table are shares withheld during March 2022 to satisfy tax withholding requirements in connection with stock awards. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Date Purchased ​ Total Number of Shares Purchased (1) ​ Average Price Paid Per Share (1) ​ Total Number of Share Purchased as Part of Publicly Announced Program (2) ​ Maximum Number of Shares that may yet be Purchased Under the Program (2) February 1 - February 28, 2022 ​ — ​ $ — ​ — ​ ​ 2,293,149 March 1 - March 31, 2022 ​ 296,403 ​ ​ 29.27 ​ — ​ ​ 10,000,000 April 1 - April 30, 2022 ​ — ​ ​ — ​ — ​ ​ 10,000,000 ​ ​ 296,403 ​ $ 29.27 ​ — ​ ​ 10,000,000 ​ ​ ​ (1) ​ Included in this table are 296,403 shares withheld during March 2022 to satisfy tax withholding requirements in connection with stock awards. Our 2015 Long-Term Incentive Plan provides that shares withheld are valued at the closing price per share on the date withheld. (2) ​ In March 2022, our Board of Directors reapproved a previously authorized share repurchase program and increased the number of shares remaining under that program from 2,293,149 shares to 10,000,000 shares. This program has no expiration date. Repurchases under the program may be made from time to time through open market purchases, accelerated share repurchase programs, privately negotiated transactions or other methods, as we deem appropriate. ​ ​ 29 Table of Contents Item 6. Exhibits. 3.1 Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, dated July 2, 2008). 3.1(a) Certificate of Amendment of Certificate of Incorporation, dated June 8, 2006 (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q, dated September 13, 2006). 3.1(b) Certificate of Amendment of Certificate of Incorporation, dated June 7, 2011 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, dated June 9, 2011). 3.1(c) Certificate of Amendment of Certificate of Incorporation, dated June 30, 2015 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, dated July 1, 2015). 3.2 By-Laws, as amended, of G-III (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, dated March 15, 2013). 10.1 Form of Performance Share Unit Agreement for March 18, 2022 PSU awards (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, dated March 24, 2022). 10.2 Letter Agreement, dated March 29, 2022, to the Employment Agreement, dated February 1, 1994, as amended, between G-III Apparel Group, Ltd. and Morris Goldfarb (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, dated March 31, 2022). 10.3 Letter Agreement, dated March 29, 2022, to the Employment Agreement, dated July 11, 2005, as amended, between G-III Apparel Group, Ltd. and Sammy Aaron (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, dated March 31, 2022). 10.4 G-III Apparel Group, Ltd. 2015 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, dated March 31, 2022). 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 Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2022. 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 Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2022. 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 Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2022. 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 Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2022. 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) ​ * This certification is deemed furnished, and not filed, for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act. ​ 30 Table of Contents SIGNATURES Pursuant to the requirements 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. (Registrant) ​ Date: June 7, 2022 By: /s/ Morris Goldfarb Morris Goldfarb Chief Executive Officer ​ Date: June 7, 2022 By: /s/ Neal S. Nackman Neal S. Nackman Chief Financial Officer ​ ​ 31