What changed in this filing

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Item 9A. Controls and Procedures

2025-03-24 compared with 2024-03-25 · 320 added, 443 removed, 1071 unchanged (42% of the section changed)

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As of January 31, 2025, 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, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are designed to ensure that information required to be disclosed by us 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 Commission’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, and thus, are effective in making known to them material information relating to G-III required to be included in this Report.

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

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

During our last fiscal quarter, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On May 31, 2022, we acquired KLH.

See Note 15 – Karl Lagerfeld Acquisition in the accompanying Notes to our Consolidated Financial Statements in this Annual Report for further information on our acquisition of KLH.

The KLH acquisition represented a change in our internal control over financial reporting.

We have included the internal controls and procedures of KLH in our annual assessment of the effectiveness of our 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, 2025 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

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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 has concluded that we maintained effective internal control over financial reporting as of January 31, 2024, based on criteria in Internal Control — Integrated Framework (2013) , issued by the COSO.

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.

Management concluded that the material weakness did not result in any material misstatements in our financial statements or disclosures in the current year.

However, because of this material weakness, management has concluded that we did not maintain effective internal control over financial reporting as of January 31, 2025, 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.

The reports of our independent auditors appear on pages F-1 and F-3 of this Form 10-K and express unqualified opinions on the consolidated financial statements and the effectiveness of our internal control over financial reporting.

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

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

OTHER INFORMATION.

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Equity compensation plans not approved by security holders

(1) Includes outstanding awards of 2,807,985 shares of Common Stock issuable upon vesting of restricted stock units under our 2015 Long-Term Incentive Plan and 2023 Long-Term Incentive Plan.

(1) Includes outstanding awards of 1,905,823 and 1,047,346 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.

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

Exhibits 10.1, 10.5, 10.6, 10.6(a), 10.6(b), 10.6(c), 10.6(d), 10.7, 10.7(a) 10.8, 10.9, 10.12, 10.13, 10.14, 10.15 and 10.16.

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

Incorporated by Reference

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By-Laws, as amended, of G-III.

Indenture, dated as of August 7, 2020, among G-III Apparel Group, Ltd., the guarantors party thereto and U.S.

Bank, National Association, as trustee and collateral agent, relating to the 7.875% Senior Secured Notes due 2025.

Description of Securities

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and Morris Goldfarb

Second Amended and Restated ABL Credit Agreement, dated as of August 7, 2020, among G-III Leather Fashions, Inc., Riviera Sun, Inc., CK Outerwear, LLC, AM Retail Group, Inc.

and The Donna Karan Company Store LLC, as Borrowers, the other Borrowers party thereto, the Loan Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent.

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.

Lease, dated June 1, 1993, between 512 Seventh Avenue Associates (“512”) and G-III Leather Fashions, Inc.

(“G-III Leather”) (34th and 35th floors).

10-K/A (2006)

Lease amendment, dated July 1, 2000, between 512 and G-III Leather (34th and 35th floors).

10-K/A (2006)

Second Amendment of Lease, dated March 26, 2010, between 500-512 Seventh Avenue Limited Partnership, the successor to 512 (collectively, “512”) and G-III Leather (34th and 35th floors).

10-Q (Q3 2011)

Lease, dated January 31, 1994, between 512 and G-III (33rd floor).

10-K/A (2006)

Lease amendment, dated July 1, 2000, between 512 and G-III (33rd floor).

10-K/A (2006)

Second Amendment of Lease, dated March 26, 2010, between 512 and G-III Leather (33rd floor).

10-Q (Q3 2011)

Second Amendment of Lease, dated March 26, 2010, between 512 and G-III Leather (10th floor).

10-Q (Q3 2011)

Third Amendment of Lease, dated March 26, 2010, between 512 and G-III Leather (21st, 22nd, 23rd, 24th and 36th floors).

10-Q (Q3 2011)

Sixth Amendment of Lease, dated May 23, 2013, by and between G-III Leather Fashions, Inc.

as Tenant and 500-512 Seventh Avenue Limited Partnership as Landlord, (2nd Floor (including mezzanine), 21st, 22nd, 23rd, 24th, 27th, 29th, 31st, 36th and 40th Floors).

10-Q (Q1 2014)

Seventh Amendment of Lease dated April 25, 2014, by and between G-III Leather Fashions, Inc.

as Tenant and 500-512 Seventh Avenue Limited Partnership as Landlord (2nd Floor (including mezzanine), 21st, 22nd, 23rd, 24th, 27th, 29th, 31st, 36th, 39th and 40th Floors).

10-Q (Q1 2015)

Eighth Amendment Of Lease, dated June 16, 2016, by and between G-III Leather Fashions, Inc.

as Tenant and 500-512 Seventh Avenue Limited Partnership as Landlord* (2nd Floor (including mezzanine), 3rd, 4th, 5th, 21st, 22nd, 23rd, 24th, 27th, 28th, 29th, 30th, 31st, 36th, 39th and 40th Floors)

Incorporated by Reference

Ninth Amendment of Lease, dated May 14, 2018, by and between G-III Leather Fashions, Inc.

as Tenant and 500-512 Seventh Avenue Limited Partnership as Landlord, (2nd Floor (including mezzanine), 3rd, 4th, 5th, 21st, 22nd, 23rd, 24th, 26th, 27th, 28th, 29th, 30th, 31st, 36th, 39th and 40th Floors at 512 Seventh Avenue and 2nd and Part of 3rd at 500 Seventh Avenue).

10-Q (Q1 2019)

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.

G-III 2005 Amended and Restated Stock Incentive Plan, (the “2005 Plan”).

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10-Q (Q3 2024)

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

Form of Executive Transition Agreement, as amended.

Employment Agreement, dated as of August 29, 2023, by and between Sammy Aaron and G-III.

Lease agreement dated June 29, 2006 between The Realty Associates Fund VI, LP and G-III.

10-Q (Q2 2007)

First Amendment of Lease, dated July 31, 2012, by and between Centerpoint Herrod, LLC, as successor in interest to The Realty Associates Fund VI, LP, and G-III.

Lease Agreement, dated December 21, 2009 and effective December 28, 2009, by and between G-III, as Tenant, and Granite South Brunswick LLC, as Landlord.

10-Q (Q3 2011)

First Amendment of Lease, dated September 16, 2020, by and between G-III Apparel Group, Ltd.

as Tenant and Granite South Brunswick LLC as Landlord.

10-Q (Q3 2021)

Form of Indemnification Agreement.

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Amended Employment Agreement, dated as of November 27, 2023, between G-III and Dana Perlman.

Lease, dated December 7, 2011, between 400 Commerce Boulevard LLC.

and G-III Leather Fashions, Inc.

G-III Apparel Group, Ltd.

Insider Trading Policy

Subsidiaries of G-III.

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

Incorporated by Reference

Certification by Neal S.

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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, 2025.

Incorporated by Reference

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 year ended January 31, 2024.

G-III Apparel Group, Ltd.

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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.

Exhibits have been included in copies of this Report filed with the Securities and Exchange Commission.

We will provide, without charge, a copy of these exhibits to each stockholder upon the written request of any such stockholder.

All such requests should be directed to Investor Relations, G-III Apparel Group, Ltd., 512 Seventh Avenue, 31st floor, New York, New York 10018.

FORM 10-K SUMMARY.

Not applicable.

EXHIBIT INDEX

Subsidiaries of G-III.

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

Certification by Morris Goldfarb, Chief Executive Officer of G-III Apparel Group, Ltd., pursuant to Rule 13a – 14(a) or Rule 15d – 14(a) of the Securities Exchange Act of 1934, as amended, in connection with G-III Apparel Group, Ltd.’s Annual Report on Form 10-K for the fiscal year ended January 31, 2024.

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, 2024.

Certification by Morris Goldfarb, Chief Executive Officer of G-III Apparel Group, Ltd., pursuant to 18 U.S.C.

Certification by Neal S.

Nackman, Chief Financial Officer of G-III Apparel Group, Ltd., pursuant to 18 U.S.C.

G-III Apparel Group, Ltd.

Clawback Policy

iXBRL Instance Document.

iXBRL Schema Document.

iXBRL Calculation Linkbase Document.

iXBRL Extension Definition.

iXBRL Label Linkbase Document.

iXBRL Presentation Linkbase Document.

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

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March 24, 2025

/s/ Alan Feller

March 25, 2024

/s/ Jeffrey Goldfarb

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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, 2024, 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 25, 2024 expressed an unqualified opinion thereon.

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, 2025, 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, 2025 expressed an adverse opinion thereon.

Basis for Opinion

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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 variable consideration

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 arising from implicit or explicit obligations.

The reserves for variable consideration are recorded as customer refund liabilities and totaled $84.1 million as of January 31, 2024.

Auditing the Company's measurement of variable consideration related to non-contractual markdowns is especially challenging because the method of calculation involves subjective management assumptions about estimates of the expected markdowns.

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

events and industry trends.

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

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

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

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

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.

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

To test the Company’s measurement of variable consideration related to non-contractual markdowns, our audit procedures included, among others, evaluating the Company’s methodologies, evaluating the significant assumptions described above and testing the completeness and accuracy of the underlying data used in management's analyses.

We 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, evaluating the significant assumptions described above and testing the completeness and accuracy of the underlying data used in management’s analyses.

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

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

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

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

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and subsidiaries’ internal control over financial reporting as of January 31, 2025, 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, G-III Apparel Group, Ltd.

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 31, 2024, based on the COSO criteria.

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, 2024 and 2023, the related consolidated statements of operations and comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended January 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated March 25, 2024 expressed an unqualified opinion thereon.

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

and subsidiaries (the Company) has not maintained effective internal control over financial reporting as of January 31, 2025, 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 (ITCGs) over business applications that support the Company’s financial reporting processes.

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

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

This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report dated March 24, 2025, which expressed an unqualified opinion thereon.

Basis for Opinion

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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 transactions and dispositions of the assets of the company;

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;

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Taxes paid for net share settlements

Other comprehensive loss, net

Other comprehensive income, net

Repurchases of common stock

Cumulative effect of change in accounting principle

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

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

Balance as of January 31, 2023

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Repurchases of common stock

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

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

Balance as of January 31, 2024

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Taxes paid for net share settlements

Other comprehensive income, net

Other comprehensive loss, net

Repurchases of common stock

Excise tax on stock repurchases

Reduction of noncontrolling interest

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

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

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

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

Depreciation and amortization

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Asset impairments

Dividend received from unconsolidated affiliate

Equity gain (loss) in unconsolidated affiliates

Equity loss (gain) in unconsolidated affiliates

Change in fair value of equity investment

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Deferred financing charges and debt discount amortization

Extinguishment of deferred financing costs

Deferred income taxes

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Operating lease assets initial direct costs

Investment in e-commerce retailer

Investment in equity interest of private companies

Investment in equity securities

Sale of equity securities

Sale of portion of investment in e-commerce retailer

Proceeds from sale of assets

Capital expenditures

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Acquisition of other foreign business, net of cash acquired

Investment in brand acquisition

Net cash used in investing activities

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Proceeds from borrowings - foreign facilities

Repayment of borrowings - unsecured term loan

Proceeds from borrowings - unsecured term loan

Repayment of borrowings - senior secured notes

Repayment of borrowings - LVMH Note

Payment of financing costs

Purchase of treasury shares

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Income tax payments, net

Stock received from licensing agreement

Excise tax liability related to stock repurchases

The accompanying notes are an integral part of these statements.

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and its subsidiaries.

The Company designs, sources 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 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”) is a Dutch joint venture limited liability company that is 75 % owned by the Company and is treated as a consolidated majority-owned subsidiary.

In October 2021, the Company purchased Sonia Rykiel, a wholly-owned operating subsidiary.

The results of Sonia Rykiel are included in our consolidated financial statements beginning in the fourth quarter of fiscal 2022.

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.

Karl Lagerfeld Holding B.V.

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

All material intercompany balances and transactions have been eliminated.

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

KLH, Vilebrequin International SA (“Vilebrequin”), a Swiss corporation that is wholly-owned by the Company, Fabco and Sonia Rykiel 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, Fabco and Sonia Rykiel 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, 2024, the results of Vilebrequin, Fabco and Sonia Rykiel are included for the year ended December 31, 2023.

All material intercompany balances and transactions have been eliminated.

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

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

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

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

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

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

G-III Apparel Group, Ltd.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the product, the customer has legal title to the product and the customer has the significant risks and rewards of the product.

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.

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

Variable consideration is estimated based on historical experience, current contractual requirements, specific known events and industry trends.

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.

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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 30 to 60 days.

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.

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

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.

Effective February 1, 2021, the Company elected to change its method of accounting for retail inventories from the lower of cost or market as determined by the retail inventory method to the lower of cost or net realizable value using the weighted average cost method.

The Company believes the new method is preferable as it provides better matching of cost of goods sold with revenue, improves the precision of inventory valuation at the balance sheet dates, and more closely aligns with the valuation methods used throughout the rest of the Company.

In addition, the change in inventory valuation better aligns with the way the Company manages its business with a focus on the actual margin realized.

G-III Apparel Group, Ltd.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company applied the change prospectively as of February 1, 2021.

The cumulative adjustment as of February 1, 2021 was a decrease of $ 0.3 million in both inventories and retained earnings.

The change in accounting principle did not have a material effect on the Company’s consolidated financial statements as of and for the year ended January 31, 2024.

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

Goodwill and Other Intangibles

6 unchanged sentences

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.

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

During fiscal 2023, the Company recorded a $ 347.2 million non-cash impairment charge to fully impair the carrying value of its goodwill.

See Note 7 – Intangible Assets.

13 unchanged sentences

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.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Impairment of Long-Lived Assets

2 unchanged sentences

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

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 DKNY, Karl Lagerfeld and Vilebrequin stores as a result of the performance at these stores.

In fiscal 2023, the Company recorded a $ 2.7 million impairment charge related to leasehold improvements, furniture and fixtures and operating lease assets at certain DKNY, Karl Lagerfeld Paris and Vilebrequin stores as a result of the performance at these stores.

In fiscal 2022, the Company recorded a $ 1.5 million impairment charge related to the leasehold improvements, furniture and fixtures and operating lease assets at certain DKNY, Karl Lagerfeld Paris and Vilebrequin stores as a result of the performance at these stores.

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

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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

8 unchanged sentences

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 102,000 and 11,000 shares of common stock have been excluded from the diluted net income per share calculation for the years ended January 31, 2024 and 2022, respectively.

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

The Company issued no shares of common stock in connection with the exercise or vesting of equity awards during the years ended January 31, 2025, 2024 and 2023, respectively.

Instead, the Company re-issued 368,877 , 610,631 and 387,792 treasury shares in connection with the vesting of equity awards in fiscal 2025, 2024 and 2023, respectively.

G-III Apparel Group, Ltd.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ended January 31, 2024, 2023 and 2022, respectively.

Instead, the Company re-issued 610,631 , 387,792 and 194,965 treasury shares in connection with the vesting of equity awards in fiscal 2024, 2023 and 2022, respectively.

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

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

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

Performance based restricted stock units (“PRSU’s”) granted to executives prior to fiscal 2020 include (i) market price performance conditions that provide for the award to vest only after the average closing price of the Company’s stock trades above a predetermined market level and (ii) another performance condition that requires the achievement of an operating performance target.

PRSU’s generally vest over a two to five year period.

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

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

Special performance stock units (“SPSU’s”) 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.

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

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

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

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.

RSU’s and employee stock options are expensed on a straight-line basis.

PRSU’s and SPSU’s are expensed under the accelerated attribution method.

PSU’s are expensed under the accelerated attribution method and based on an estimated percentage of achievement of certain pre-established goals.

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 (loss) per share is amended to exclude the amount of excess tax benefits that would be recognized in additional paid-in capital.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Cost of Goods Sold

2 unchanged sentences

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

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Shipping and Handling Costs

3 unchanged sentences

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 are expensed in the period in which the sales occur or are accrued to meet guaranteed minimum requirements under license agreements.

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 $ 145.4 million, $ 121.7 million and $ 131.6 million for the years ended January 31, 2025, 2024 and 2023, respectively.

13 unchanged sentences

Level 1 — inputs to the valuation methodology based on quoted prices (unadjusted) for identical assets or liabilities in active markets.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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;

2 unchanged sentences

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

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

3 unchanged sentences

Secured Notes

Revolving credit facility

Note issued to LVMH

Unsecured loans

Overdraft facilities

Foreign credit facility

Foreign credit facilities

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 fair value of the Company’s secured notes is based on their current market price as of January 31, 2024.

The carrying amount of the Company’s variable rate debt approximates the fair value, as interest rates change with the market rates.

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.

The 2 % note in the original principal amount of $ 125 million (the “LVMH Note”) issued to LVMH Moet Hennessy Louis Vuitton Inc.

(“LVMH”) in connection with the acquisition of DKNY and Donna Karan was recorded on the balance sheet at a discount of $ 40.0 million in accordance with ASC 820 — Fair Value Measurements .

For purposes of this fair value disclosure, the Company previously based its fair value estimate for the LVMH Note on the initial fair value as determined at the date of the acquisition of DKNY and Donna Karan and recorded the amortization using the effective interest method over the term of the LVMH Note.

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

The fair value of the LVMH Note was considered a Level 3 valuation in the fair value hierarchy.

Non-Financial Assets and Liabilities

4 unchanged sentences

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

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 DKNY, Karl Lagerfeld and Vilebrequin stores as a result of the performance at these stores.

During fiscal 2023, the Company recorded a $ 2.7 million impairment charge related to leasehold improvements,

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

furniture and fixtures and operating lease assets at certain DKNY, Karl Lagerfeld Paris and Vilebrequin stores as a result of the performance at these stores.

During fiscal 2022, the Company recorded a $ 1.5 million impairment charge primarily related to leasehold improvements, furniture and fixtures and operating lease assets at certain DKNY, Karl Lagerfeld Paris and Vilebrequin stores as a result of the performance at these stores.

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

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

Foreign Currency Translation

5 unchanged sentences

Recently Adopted Accounting Guidance

There was no new accounting guidance adopted during the year ended January 31, 2024.

Accounting Guidance Issued Being Evaluated for Adoption

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

1 unchanged sentence

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

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

The ASU also changes current

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and shall be applied retrospectively to all periods presented in the financial statements.

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

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

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

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

Accounting Guidance Issued Being Evaluated for Adoption

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

Improvements to Income Tax Disclosures”.

This new guidance is designed to enhance the transparency and decision usefulness of income tax disclosures.

The amendments of this update are related to the rate reconciliation and income taxes paid, requiring (i) consistent categories and greater disaggregation of information in the rate reconciliation and (ii) income taxes paid disaggregated by jurisdiction.

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.

1 unchanged sentence

The Company 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):

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

2 unchanged sentences

Variable consideration includes trade discounts, end of season markdowns, sales allowances, cooperative advertising, return liabilities and other customer allowances.

The Company estimates the

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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, except for cooperative advertising, has been classified as a current liability under “customer refund liabilities” on the consolidated balance sheets.

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

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

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

1 unchanged sentence

Disaggregation of Revenue

In accordance with ASC 606, the Company elected to disclose its revenues by segment.

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

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

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Wholesale Operations Segment.

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

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

Wholesale revenues are adjusted by variable considerations arising from implicit or explicit obligations.

Wholesale revenues also include revenues from license agreements related to the DKNY, Donna Karan, Karl Lagerfeld, G.H.

Bass, Andrew Marc, Vilebrequin and Sonia Rykiel trademarks owned by the Company.

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

1 unchanged sentence

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, Andrew Marc and Wilsons Leather businesses.

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.

14 unchanged sentences

Term discounts represent a discount from the initial wholesale sales price to certain wholesale customers consistent with customary industry practice.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Sales Allowances .

11 unchanged sentences

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

Variable consideration is estimated based on historical experience, current contractual and statutory requirements, specific known events and industry trends.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

The reserves for variable consideration are recorded under customer refund liabilities.

13 unchanged sentences

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 30 to 60 days.

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.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company’s accounts receivable and allowance for doubtful accounts as of January 31, 2025 and 2024 were:

10 unchanged sentences

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 debts 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.

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.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

impact of economic conditions.

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

1 unchanged sentence

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

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

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

12 unchanged sentences

Balance as of January 31, 2024

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 4 — INVENTORIES

4 unchanged sentences

The inventory return asset is recorded within prepaid expenses and other current assets on the consolidated balance sheets as of January 31, 2025 and 2024.

Inventory held on consignment by the Company’s customers totaled $ 6.6 million at both January 31, 2024 and 2023.

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

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

The Company reflects this inventory on its consolidated balance sheets.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 5 — PROPERTY AND EQUIPMENT

8 unchanged sentences

Depreciation expense was $ 22.2 million, $ 22.0 million and $ 23.5 million for the years ended January 31, 2025, 2024 and 2023, respectively.

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 Vilebrequin and Karl Lagerfeld stores as a result of the performance at these stores.

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

For the year ended January 31, 2022, the Company recorded a $ 1.3 million impairment charge related to leasehold improvements and furniture and fixtures of certain DKNY and Karl Lagerfeld Paris stores as a result of the performance of these stores.

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

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

7 unchanged sentences

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.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 6 — LEASES

3 unchanged sentences

The Company determines whether an arrangement is, or contains, a lease at contract inception.

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

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

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

1 unchanged sentence

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.

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

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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.

13 unchanged sentences

The Company’s leases do not contain any material residual value guarantees or material restrictive covenants.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company’s lease assets and liabilities as of January 31, 2024 and 2023 consist of the following:

The Company’s operating lease assets and liabilities as of January 31, 2025 and 2024 consist of the following:

Classification

9 unchanged sentences

Total lease liabilities

During fiscal 2024, the Company recorded a $ 0.3 million impairment charge related to the operating lease assets at certain DKNY, Karl Lagerfeld and Vilebrequin stores as a result of the performance at these stores.

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

During fiscal 2022, the Company recorded a $ 0.2 million impairment charge related to the operating lease assets at certain Vilebrequin and DKNY stores as a result of the performance at these stores.

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

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

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

1 unchanged sentence

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

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

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

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

Lease costs are recorded within

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

The Company recorded variable lease costs and short-term lease costs of $ 19.8 million, $ 24.1 million and $ 17.1 million for the years ended January 31, 2025, 2024 and 2023, respectively.

8 unchanged sentences

The weighted average discount rate related to operating leases is 6.6 %.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Cash paid for amounts included in the measurement of operating lease liabilities is $ 76.3 million and $ 76.7 million as of January 31, 2025 and 2024, respectively.

15 unchanged sentences

Total intangible assets, net

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

January 31, 2024

17 unchanged sentences

(In thousands)

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

Change in Goodwill

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

Changes in the amounts of goodwill for the year ended January 31, 2023 is summarized by reportable segment as follows (in thousands):

January 31, 2022

Acquisition of Karl Lagerfeld

Acquisition of other foreign business

Currency translation

January 31, 2023

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

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

5 unchanged sentences

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

There was no new goodwill recognized in fiscal 2024.

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

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Fiscal 2023 Annual Goodwill Impairment Test

6 unchanged sentences

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

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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

Fiscal 2022 Annual Goodwill Impairment Test

The Company performed its annual test of its wholesale reporting unit using a qualitative review as of January 31, 2022 and determined that no impairment existed at that date.

The result of the Company’s annual test determined that the estimated fair value of its wholesale reporting unit was substantially in excess of its carrying value.

Fiscal 2025 Annual Indefinite-Lived Intangible Assets Impairment Test

2 unchanged sentences

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

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

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

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

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

The Company’s 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.

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

Fiscal 2023 Annual Indefinite-Lived Intangible Assets Impairment Test

The Company performed its annual test of its indefinite-lived trademarks using a qualitative review as of January 31, 2022 and determined that no impairment existed at that date.

The result of the Company’s annual test determined that the estimated fair value of its indefinite-lived trademarks were substantially in excess of their carrying values.

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 goodwill and indefinite-lived intangible assets are considered a Level 3 valuation in the fair value hierarchy.

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

G-III Apparel Group, Ltd.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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

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Secured Notes

Revolving credit facility

Note issued to LVMH

Unsecured loans

Overdraft facilities

Foreign credit facility

Foreign credit facilities

Net debt issuance costs (1)

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Senior Secured Notes

In August 2020, the Company completed a private debt offering of $ 400 million aggregate principal amount of its 7.875 % Senior Secured Notes due August 2025 (the “Notes”).

The terms of the Notes are governed by an indenture (the “Indenture”), among the Company, the guarantors party thereto and U.S.

Bank, National Association, as trustee and collateral agent (the “Collateral Agent”).

The net proceeds of the Notes were used (i) to repay the $ 300 million that was outstanding under the Company’s prior term loan facility due 2022 (the “Term Loan”), (ii) to pay related fees and expenses and (iii) for general corporate purposes.

The Notes bear interest at a rate of 7.875 % per year payable semi-annually in arrears on February 15 and August 15 of each year.

The Notes are unconditionally guaranteed on a senior-priority secured basis by the Company’s current and future wholly-owned domestic subsidiaries that guarantee any of the Company’s credit facilities, including the Company’s ABL facility (the “ABL Facility”) pursuant to the ABL Credit Agreement, or certain future capital markets indebtedness of the Company or the guarantors.

The Notes and the related guarantees are secured by (i) first priority liens on the Company’s Cash Flow Priority Collateral (as defined in the Indenture), and (ii) a second-priority lien on the Company’s ABL Priority Collateral (as defined in the Indenture), in each case subject to permitted liens described in the Indenture.

In connection with the issuance of the Notes and execution of the Indenture, the Company and the Guarantors entered into a pledge and security agreement (the “Pledge and Security Agreement”), among the Company, the Guarantors and the Collateral Agent.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Notes are subject to the terms of the intercreditor agreement which governs the relative rights of the secured parties in respect of the ABL Facility and the Notes (the “Intercreditor Agreement”).

The Intercreditor Agreement restricts the actions permitted to be taken by the Collateral Agent with respect to the Collateral on behalf of the holders of the Notes.

The Company may redeem some or all of the Notes at any time and from time to time at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.

If the Company experiences a Change of Control (as defined in the Indenture), the Company is required to offer to repurchase the Notes at 101 % of the principal amount of such Notes plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

The Indenture contains covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries to incur or guarantee additional indebtedness, pay dividends or make other restricted payments, make certain investments, incur restrictions on the ability of the Company’s restricted subsidiaries that are not guarantors to pay dividends or make certain other payments, create or incur certain liens, sell assets and subsidiary stock, impair the security interests, transfer all or substantially all of the Company’s assets or enter into merger or consolidation transactions, and enter into transactions with affiliates.

The Indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest, breach of other agreements in the Indenture, failure to pay certain other indebtedness, failure of certain guarantees to be enforceable, failure to perfect certain collateral securing the Notes, failure to pay certain final judgments, and certain events of bankruptcy or insolvency.

The Company incurred debt issuance costs totaling $ 8.5 million related to the Notes.

In accordance with ASC 835, the debt issuance costs have been deferred and are presented as a contra-liability, offsetting the outstanding balance of the Notes, and are amortized over the remaining life of the Notes.

Second Amended and Restated ABL Credit Agreement

In August 2020, the Company’s subsidiaries, G-III Leather Fashions, Inc., Riviera Sun, Inc., CK Outerwear, LLC, AM Retail Group, Inc.

and The Donna Karan Company Store LLC (collectively, the “Borrowers”), entered into the second amended and restated credit agreement (the “ABL Credit Agreement”) with the Lenders named therein and with JPMorgan Chase Bank, N.A., as Administrative Agent.

The ABL Credit Agreement is a five year senior secured credit facility subject to a springing maturity date if, subject to certain conditions, the Notes are not refinanced or repaid prior to the date that is 91 days prior to the date of any relevant payment thereunder.

The ABL Credit Agreement provides for borrowings in the aggregate principal amount of up to $ 650 million.

The Company and certain of its subsidiaries (the “Guarantors”), are Loan Guarantors under the ABL Credit Agreement.

The ABL Credit Agreement refinanced, amended and restated the Amended Credit Agreement, dated as of December 1, 2016 (as amended, supplemented or otherwise modified from time to time prior to August 7, 2020, the “Prior Credit Agreement”).

The Prior Credit Agreement provided for borrowings of up to $ 650 million and was due to expire in December 2021.

The ABL Credit Agreement extended the maturity date to August 2025, subject to a springing maturity date if, subject to certain conditions, the Notes are not refinanced or repaid prior to the date that is 91 days prior to the date of any relevant payment thereunder.

Amounts available under the ABL Credit Agreement are subject to borrowing base formulas and overadvances as specified in the ABL Credit Agreement.

Borrowings originally bore interest, at the Borrowers’ option, at LIBOR plus a margin of 1.75 % to 2.25 % or an alternate base rate margin of 0.75 % to 1.25 % (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) the LIBOR rate for a borrowing with an interest period of one month) plus 1.00 %, with the applicable margin determined based on Borrowers’ availability under the ABL Credit Agreement.

In April 2023, the Company amended the ABL Credit Agreement to replace

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

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.

G-III Apparel Group, Ltd.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

LIBOR with the Adjusted Term Secured Overnight Financing Rate (“SOFR”) as a successor rate.

All other material terms and conditions of the ABL Credit Agreement were unchanged.

Borrowings under the amended ABL Credit Agreement now bear interest, at the Borrower’s option, at the alternate base rate (defined as, for a given day, the greatest of (i) the “prime rate” in effect on such day, (ii) the NYFRB Rate (as defined in the amendment) in effect on such day plus 0.5 % and (iii) the Adjusted Term SOFR (defined as an interest rate per annum equal to the Term SOFR for such interest period plus 0.10 %) for a one-month interest period as published two business days prior to such day plus 1 %) plus an applicable spread or the Adjusted Term SOFR Rate plus an applicable spread.

The Company applied certain provisions and practical expedients of ASC 848 – Reference Rate Reform related to the transition from LIBOR to SOFR.

As of January 31, 2024, interest under the ABL Credit Agreement was being paid at an average rate of 6.62 % per annum.

The 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 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 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, 2025, interest under the Third ABL Credit Agreement was being paid at an average rate of 6.51 % 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 revolving credit facility contains covenants that, among other things, restrict the Company’s ability to, subject to specified exceptions, incur additional debt;

The Third ABL Credit Agreement contains covenants that, among other things, restrict the Company’s ability to, subject to specified exceptions, incur additional debt;

sell or dispose of certain assets;

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As of January 31, 2025, the Company was in compliance with these covenants.

As of January 31, 2024, the Company had no borrowings outstanding under the ABL Credit Agreement.

The ABL credit agreement also includes amounts available for letters of credit.

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

At the date of the refinancing of the Prior Credit Agreement, the Company had $ 3.3 million of unamortized debt issuance costs remaining from the Prior Credit Agreement.

The Company extinguished and charged to interest expense $ 0.4 million of the prior debt issuance costs and incurred new debt issuance costs totaling $ 5.1 million related to the ABL Credit Agreement.

The Company has recorded $ 8.0 million of debt issuance costs related to the 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 ABL Credit Agreement.

At the date of the refinancing of the Second ABL Credit Agreement, the Company had $ 1.9 million of unamortized debt issuance costs remaining from the Second ABL Credit Agreement.

There was no extinguishment of any amount of the unamortized debt issuance costs remaining from the Second ABL Credit Agreement.

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

The Company has a total of $ 5.6 million debt issuance costs related to its Third ABL Credit Agreement.

As permitted under ASC 835, the debt issuance costs have been deferred and are presented as an asset which is amortized ratably over the term of the Third ABL Credit Agreement.

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

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

ASC 820 requires the note to be recorded at fair value at issuance.

As a result, the Company recorded a $ 40.0 million debt discount.

This discount was amortized as interest expense using the effective interest method over the term of the LVMH Note.

Unsecured Loans

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

G-III Apparel Group, Ltd.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

COVID-19 relief programs.

Unsecured Loans

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.

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Overdraft Facilities

During fiscal 2021, TRB entered into several overdraft facilities that allow for applicable bank accounts to be in a negative position up to a certain maximum overdraft.

TRB entered into an uncommitted overdraft facility with HSBC Bank allowing for a maximum overdraft of € 5 million.

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

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 TRB or HSBC Bank.

As part of a COVID-19 relief program, TRB and its subsidiaries have also entered into several state backed overdraft facilities with UBS Bank in Switzerland for an aggregate of CHF 4.7 million at varying interest rates of 0 % to 0.5 %.

As of January 31, 2024, TRB had an aggregate of € 2.4 million ($ 2.7 million) drawn under these various facilities.

Foreign Credit Facility

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

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

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

Foreign Credit Facilities

KLH has a credit agreement with ABN AMRO Bank N.V.

1 unchanged sentence

Borrowings bear interest at the Euro Interbank Offered Rate (“EURIBOR”) plus a margin of 1.7 %.

As of January 31, 2024, KLH had € 8.1 million ($ 8.9 million) of borrowings outstanding under this credit facility.

A subsidiary of Vilebrequin has a credit agreement with CIC Bank with a credit limit of € 5.0 million.

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

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

Future Debt Maturities

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Accrued bonuses

Accrued royalty expense

Other accrued expenses

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Operating lease asset

Accrued expenses

Prepaid expenses and other

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

The Pillar Two Model Rules provide for a global minimum tax of 15% for multinational enterprise groups, and is expected to be effective for our fiscal year ending January 31, 2025.

While the Company does not expect these rules to have a material impact on its effective tax rate or financial results, the Company continues to monitor evolving tax legislation in the jurisdictions in which it operates.

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

While these rules did not have a material impact on the Company’s effective tax rate or financial results for fiscal 2025, the Company continues to monitor its operations and evolving tax legislation in the jurisdictions in which it operates.

G-III Apparel Group, Ltd.

6 unchanged sentences

tax on foreign earnings

Foreign tax rate differential

Foreign tax rate differential and other foreign adjustments

Foreign tax credit

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Non-taxable capital gain

Other, net (1)

Actual provision for income taxes

(1) Prior year share-based payments have been reclassed to Other, net for presentation purposes.

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

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

The Company’s effective tax rate increased to 27.4 % in fiscal 2024 compared to 2.7 % in fiscal 2023.

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

The Company’s effective tax rate decreased to 2.7 % in fiscal 2023 compared to 26.2 % in fiscal 2022.

This decrease in the Company’s effective tax rate is primarily the result of the Company’s charges related to goodwill impairment of $ 347.2 million which significantly decreased pretax book income in relation to its tax expense.

At January 31, 2025, the Company had state net operating loss carryforwards of $ 3.6 million, of which $ 1.8 million carryforward indefinitely and the remainder primarily expires in 2036 through 2041.

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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, 2024, the Company recorded an increase to its valuation allowance of $ 6.0 million against its deferred tax assets, of which $ 1.7 million related to an increase in the Company’s deferred tax assets and related valuation allowance for excess foreign tax credits, $ 6.7 million related to a net increase in the Company’s deferred tax assets and related valuation allowance for standalone state tax losses and foreign retail losses and $ 2.4 million related to a decrease in the Company’s valuation allowance for foreign losses expected to be utilized.

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

G-III Apparel Group, Ltd.

13 unchanged sentences

federal jurisdiction and various state and foreign jurisdictions.

As of January 31, 2024, there was an increase in the unrecognized tax position reserve of $ 0.7 million related to state, local and foreign income tax return filings.

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

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

2 unchanged sentences

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 examination by New York for fiscal years 2016 through 2018, France for fiscal years 2019 through 2021 and the Netherlands for fiscal year 2021.

The Company believes that it is reasonably possible there will be a reduction in its unrecognized income tax benefits related to foreign exposures, prior to any annual increase, of $ 2.1 million during the next twelve months due to the expiration of applicable statues of limitations.

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

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

NOTE 10 — COMMITMENTS AND CONTINGENCIES

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

Canadian Customs Duty Examination

In accordance with a favorable ruling by the Canadian International Trade Tribunal, in fiscal 2023 and fiscal 2024, G-III Canada received refunds from the Canada Border Service Agency (“CBSA”) in the aggregate amount of CAD $ 6.5 million ( $ 4.8 million), including interest and net of a dutiable design assist, for amounts paid by G-III Canada to the CBSA between February 1, 2014 and January 31, 2018.

G-III Canada has filed adjustment requests with the CBSA for the period from February 1, 2018 to January 31, 2022 to amend declared dutiable values.

These amendments resulted in an additional refund of duty and interest, net of refunds already received, from the CBSA of approximately CAD $ 8.2 million ( $ 6.1 million) plus related interest.

G-III Canada received the remaining refund due from the CBSA in February 2024.

These amounts are recorded within prepaid expenses and other current assets in the consolidated balance sheets.

NOTE 11 — STOCKHOLDERS’ EQUITY

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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.

Prior to this increase, the Company had 6,813,851 authorized shares under this program.

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.

3 unchanged sentences

During fiscal 2023, pursuant to this program, the Company acquired 1,587,581 shares of its common stock for an aggregate purchase price of $ 26.9 million.

As of January 31, 2024, we had 10,000,000 authorized shares remaining under this program.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of January 31, 2025, The Company had 7,790,168 authorized shares remaining under this program.

Long-Term Incentive Plan

2 unchanged sentences

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 will continue to remain subject to the terms of 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, 2025, the Company had 1,554,515 shares available for grant under the 2023 Plan.

1 unchanged sentence

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

Performance based restricted stock units (“PRSUs”) granted to executives prior to fiscal 2020 include (i) market price performance conditions that provide for the award to vest only after the average closing price of the Company’s stock trades above a predetermined market level and (ii) another performance condition that requires the achievement of an operating performance target.

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.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

1 unchanged sentence

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 Based Restricted Stock Units

Restricted Stock Units and Performance Stock Units

Restricted Stock Units

Performance Based Restricted Stock Units

Performance Stock Units

Weighted Average

2 unchanged sentences

Unvested as of January 31, 2023

( 1,153,872 )

Unvested as of January 31, 2024

Unvested as of January 31, 2025

Restricted Stock Units

2 unchanged sentences

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.

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Performance Based Restricted Stock Units

Performance based restricted stock units consist of PRSUs, PSUs and SPSUs.

PRSUs were granted to executives prior to fiscal 2020 and included (i) market price performance conditions that provide for the award to vest only after the average closing price of the Company’s stock trades above a predetermined market level and (ii) another performance condition that requires the achievement of an operating performance target.

PRSUs generally vest over a two to five year period.

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.

PRSUs are expensed over the service period under the accelerated attribution method.

Performance Stock Units

Performance stock units consist of PSUs and SPSUs.

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

4 unchanged sentences

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

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

stock price, and risk-free rates of return.

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

9 unchanged sentences

Stock options outstanding at end of year

G-III Apparel Group, Ltd.

And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 12 — CONCENTRATION

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

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

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

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

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

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

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

NOTE 13 — EMPLOYEE BENEFIT PLANS

2 unchanged sentences

The Company made matching contributions of $ 4.7 million, $ 4.3 million and $ 4.0 million for the years ended January 31, 2025, 2024 and 2023, respectively.

Effective May 2020, the Company temporarily suspended 401(k) matching contributions due to COVID-19.

The Company reinstated 401(k) matching contributions effective January 1, 2022.

NOTE 14 — 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 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 outlets.

Wholesale revenues also include revenues from license agreements related to the DKNY, Donna Karan, Karl Lagerfeld, Vilebrequin, G.H.

Bass, Andrew Marc and Sonia Rykiel trademarks owned by the Company.

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

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And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

owned brands.

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

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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:

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Selling, general and administrative expenses:

Facility fees

Other segment items (2)

Total selling, general and administrative expenses

Depreciation and amortization

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Operating profit (loss)

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And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

January 31, 2024

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Selling, general and administrative expenses:

Facility fees

Other segment items (2)

Total selling, general and administrative expenses

Depreciation and amortization

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Operating profit (loss)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

January 31, 2023

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Selling, general and administrative expenses:

Facility fees

Other segment items (2)

Total selling, general and administrative expenses

Depreciation and amortization

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

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

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

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

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

(In thousands)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

(In thousands)

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

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Capital expenditures for locations outside of the United States totaled $ 18.1 million, $ 15.0 million and $ 10.5 million for the years ended January 31, 2025, 2024 and 2023, respectively.

NOTE 15 — KARL LAGERFELD ACQUISITION

On April 29, 2022, the Company entered into a share purchase agreement (the “Purchase Agreement”) pursuant to which the Company agreed to acquire the remaining 81 % interest in KLH that it did not already own, for an aggregate consideration of € 193.4 million (approximately $ 207.6 million) in cash, after taking into account certain adjustments.

The acquisition closed on May 31, 2022.

The Company funded the purchase price from cash on hand.

On May 31, 2022, the effective date of the acquisition, the Company’s previously held 19 % investment in KLH and 49 % investment in KLNA were remeasured at fair value using a market approach based on the purchase price of the acquisition and a discount for lack of control related to the Company’s previously held minority investment in KLH.

As a result of this remeasurement, a non-cash gain of $ 27.1 million was recorded as of the effective date of the acquisition.

The addition of KLH to the Company’s portfolio of owned brands advances several of its strategic initiatives, including increasing its direct ownership of brands and their licensing opportunities and further diversifying its global presence.

This acquisition offers additional opportunities to expand the Company’s international growth by further developing its European-based brands, which also include Vilebrequin and Sonia Rykiel.

The Company believes that Karl Lagerfeld’s existing digital channel presence provides an opportunity for the Company to enhance its omni-channel business and further accelerate its digital initiatives.

Purchase Price Consideration

The purchase price of $ 207.6 million, after taking into account certain adjustments, was paid from cash on hand.

The purchase price has been revised to include adjustments in accordance with the Purchase Agreement.

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And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The initial purchase price and the valuation of the prior minority ownership for the acquisition of KLH is as follows (in thousands):

Cash disbursed for the acquisition of KLH

cash acquired

aggregate adjustments to purchase price

Initial purchase price

fair value of prior minority ownership

Total consideration

Allocation of the Purchase Price Consideration

The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition:

(In thousands)

Cash and cash equivalents

Accounts receivable, net

Prepaid income taxes

Prepaid expenses and other current assets

Property, plant and equipment, net

Operating lease assets

Customer relationships

Deferred income taxes

Other long-term assets

Total assets acquired

Notes payable

Accounts payable

Accrued expenses

Operating lease liabilities

Income taxes payable

Deferred income taxes

Other long-term liabilities

Total liabilities assumed

Total fair value of acquisition consideration

During the year ended January 31, 2023, the Company recorded adjustments to the fair values of assets acquired and liabilities assumed at the date of acquisition based on additional information obtained.

The Company recorded an additional $ 36.9 million in both total assets and total liabilities , primarily related to goodwill, deferred tax assets and liabilities, operating lease assets, inventories, accounts receivable, net, accounts payable, customer relationships and operating lease liabilities.

The Company recognized goodwill for tax purposes of approximately $ 84.3 million in connection with the acquisition of KLH.

The goodwill was assigned to the Company’s wholesale operations reporting unit.

In fiscal 2023, as a result of the Company’s annual impairment test, the Company recorded a $ 347.2 million non-cash impairment charge to fully impair the carrying value of its goodwill.

This charge included all of the $ 84.3 million of goodwill previously recognized in connection with the acquisition of KLH.

The Company made an election under Internal Revenue Code Section 338(g) to amortize the total goodwill and intangible assets over a 15 year period for income tax purposes in the United States.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The fair values assigned to identifiable intangible assets acquired were based on assumptions and estimates made by management using unobservable inputs reflecting the Company’s own assumptions about the inputs that market participants would use in pricing the asset or liability based on the best information available.

The fair values of the trademarks were determined using the relief from royalty method and the fair value of the customer relationships were determined using an income approach.

The Company classifies these intangibles as Level 3 fair value measurements.

Identifiable intangible assets acquired include the following (in thousands):

Weighted Average

Amortization Period

Customer relationships

The Company recognized approximately $ 5.6 million of acquisition related costs that were expensed in fiscal 2023 and fiscal 2022.

The fiscal 2023 and fiscal 2022 acquisition and integration costs are recorded within selling, general and administrative expenses in the Company’s consolidated statements of operations and comprehensive income (loss) for the fiscal years ended January 31, 2023 and January 31, 2022, respectively.

The fair value of assets acquired and liabilities assumed were finalized as of May 31, 2023.

NOTE 15 — 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, 2025.

Investment in Karl Lagerfeld Holding B.V.

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

KLNA holds brand rights to all Karl Lagerfeld trademarks, including the Karl Lagerfeld Paris brand the Company currently uses, for all consumer products (except eyewear, fragrance, cosmetics, watches, jewelry, and hospitality services) and apparel in the United States, Canada and Mexico.

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

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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

NOTE 16 — 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 15).

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

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

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

Transactions with Employees

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

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

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 years ended January 31, 2024 and 2023.

The Company had no material transactions with the e-commerce retailer during the fiscal years ended January 31, 2025, 2024 and 2023.

Transactions with KL North America

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

The Company incurred royalty and advertising expense of $ 8.1 million for the year ended January 31, 2022.

NOTE 17 — FABCO

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

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

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

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

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

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

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And Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

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Year ended January 31, 2023

Deducted from asset accounts

Allowance for doubtful accounts

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

What changed 10-K

Item 9A. Controls and Procedures