G Iii Apparel Group Ltd SEC Filings

G-III Apparel Group is asking stockholders to vote at its June 11, 2026 annual meeting on four items: electing eleven directors, an advisory Say-on-Pay vote, approving an amendment to the 2023 Long-Term Incentive Plan to add 2,500,000 shares, and ratifying Ernst & Young LLP as auditor for the year ending January 31, 2027.

The company highlights fiscal 2026 net sales of $3.0 billion versus $3.2 billion last year, Adjusted EBITDA of $192 million versus $326 million, and non-GAAP net income of $116 million versus $204 million, with non-GAAP diluted EPS of $2.61 including a $0.30 per-share impact from the Saks Global bankruptcy. Calvin Klein and Tommy Hilfiger licensed businesses represented about $827 million, or 28%, of fiscal 2026 net sales and are expected to decline by approximately $470 million in fiscal 2027 and fully roll off in fiscal 2028.

G-III reports ending fiscal 2026 with over $400 million in cash, no borrowings on its $700 million revolver, inventories down about 4%, over $50 million returned to stockholders through dividends and repurchases, and a new French Connection license signed in February 2026. The Board emphasizes strong relative total stockholder return, a new quarterly dividend of $0.10 per share in the third and fourth quarters of fiscal 2026, majority independent directors, extensive stockholder outreach, and executive pay that is heavily performance-based.

NACKMAN NEAL reported acquisition or exercise transactions in this Form 4 filing.

G-III Apparel Group reported that its Chief Financial Officer, Neal Nackman, received a grant of 7,997 shares of common stock in the form of restricted stock units. These RSUs carry no purchase price and will cliff vest on April 15, 2029, if he continues to serve the company. Following this award, he holds 46,054 shares directly.

PERLMAN DANA reported acquisition or exercise transactions in this Form 4 filing.

G-III Apparel Group executive Dana Perlman received an equity award. On April 30, 2026, the Chief Growth Operations Officer was granted 15,994 restricted stock units, each representing a contingent right to one G-III common share at no cost. These RSUs cliff vest on April 15, 2029, if she continues providing services. Following the grant, Perlman directly holds 100,380 common shares/RSUs.

Goldfarb Jeffrey David reported acquisition or exercise transactions in this Form 4 filing.

G-III Apparel Group executive Jeffrey David Goldfarb reported an equity compensation grant and updated his holdings. He received 22,392 restricted stock units (RSUs), each representing one share of common stock at no cash cost. These RSUs cliff vest on April 15, 2029, only if he continues to work for or provide services to the company.

After this grant, Goldfarb directly holds 768,708 shares of G-III common stock. He also has indirect holdings reported through the Ryan Gabriel Goldfarb 2009 Trust, the JARS Portfolio LLC, and the Amanda Julie Goldfarb 2007 Trust. The filing does not show any open-market purchases or sales, only this compensation-related award and updated ownership totals.

Aaron Sammy reported acquisition or exercise transactions in this Form 4 filing.

G-III Apparel Group director and executive Sammy Aaron reported an equity compensation grant in the form of restricted stock units (RSUs). He was awarded 57,581 RSUs, each representing a contingent right to receive one share of G-III common stock at no cash cost per share.

The RSUs were granted on April 30, 2026 and will cliff vest on April 15, 2029, provided he remains employed by or continues to provide services to G-III through that date. Following this grant, he holds 325,142 shares of common stock directly, highlighting this as a sizable but compensation-related, non-market transaction rather than an open-market purchase.

GOLDFARB MORRIS reported acquisition or exercise transactions in this Form 4 filing.

G-III Apparel Group CEO Morris Goldfarb reported an insider equity award in the form of restricted stock units (RSUs). On April 30, 2026, he received 76,775 RSUs, each representing a contingent right to receive one share of G-III common stock at a price of $0.00 per unit.

The RSUs will cliff vest on April 15, 2029, meaning none vest before that date, and vesting requires that he remain employed by or continue providing services to G-III through that date. Following this grant, he directly holds 4,064,856 shares of G-III common stock, in addition to various indirect holdings reported through family-related entities.

G-III Apparel Group, Ltd. approved new performance share unit (PSU) awards for its named executive officers under the 2023 Long-Term Incentive Plan. The CEO received 115,163 PSUs, with additional grants to the president, other senior executives and the CFO.

The awards can convert into common shares based on performance over fiscal 2027–2029, using two metrics: cumulative Adjusted EBIT and average ROIC reduced by a 28.5% tax rate. Seventy‑five percent of each award is tied to Adjusted EBIT and 25% to ROIC, with payouts ranging from 0% to 150% of target depending on results.

Any vested PSUs will settle in shares on or within 90 days after April 15, 2029, if the executives remain with the company through that date.

G-III Apparel Group Ltd reported a passive beneficial ownership filing by Vanguard Portfolio Management holding 2,459,042 shares of common stock, representing 5.82% of the class. The filing states Vanguard has sole dispositive power over 2,459,042 shares and sole voting power over 79,319 shares.

G-III Apparel Group Ltd — The Vanguard Group filed Amendment No. 12 to a Schedule 13G/A stating it beneficially owns 0 shares of G‑III common stock, representing 0% of the class. The filing explains an internal realignment under SEC Release No. 34-39538 that causes certain Vanguard subsidiaries or divisions to report holdings separately; those entities will report on a disaggregated basis. The form is signed by Ashley Grim as Head of Global Fund Administration with a signature date of 03/26/2026.