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, 2023. Included in this table are shares withheld during April 2023 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, 2023 ​ — ​ $ — ​ — ​ ​ 8,412,419 March 1 - March 31, 2023 ​ 636,583 ​ ​ 14.72 ​ 636,583 ​ ​ 7,775,836 April 1 - April 30, 2023 ​ 489,021 ​ ​ 15.17 ​ 487,688 ​ ​ 7,288,148 ​ ​ 1,125,604 ​ $ 14.95 ​ 1,124,271 ​ ​ 7,288,148 ​ (1) Included in this table are 1,333 shares withheld during April 2023 in connection with the settlement of vested restricted stock units to satisfy tax withholding requirements. 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 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. ​ 31 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 April 27, 2023 PSU awards (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, dated May 1, 2023). 10.2 Amendment No. 1, dated as of April 20, 2023, entered into among G-III Leather Fashions, Inc., JPMorgan Chase Bank, N.A. as administrative agent and as collateral agent and the other Lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, dated April 26, 2023). 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, 2023. 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, 2023. 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, 2023. 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, 2023. 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. + Indicates a management contract. 32 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 6, 2023 By: /s/ Morris Goldfarb Morris Goldfarb Chief Executive Officer ​ ​ Date: June 6, 2023 By: /s/ Neal S. Nackman Neal S. Nackman Chief Financial Officer ​ 33