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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended January 31, 2025

OR

For the transition period from                       to

Commission file number 0-18183

G-III APPAREL GROUP, LTD.

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code:

(212) 403-0500

Securities registered pursuant to Section 12(b) of the Act:

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Securities registered pursuant to Section 12(g) of the Act:

None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒ No ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of   “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)  Yes ☐ No ☒

As of July 31, 2024, the aggregate market value of the registrant’s voting stock held by non-affiliates of the registrant (based on the last sale price for such shares as quoted by the Nasdaq Global Select Market) was approximately $1,461,813,535.

The number of outstanding shares of the registrant’s Common Stock as of March 19, 2025 was 43,883,207.

Documents incorporated by reference: Certain portions of the registrant’s definitive Proxy Statement relating to the registrant’s Annual Meeting of Stockholders to be held on or about June 12, 2025, to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934 with the Securities and Exchange Commission, are incorporated by reference into Part III of this Report.

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FORWARD-LOOKING STATEMENTS

Various statements contained in this Annual Report on Form 10-K or in future filings by us with the Securities and Exchange Commission (the “SEC”), in our press releases and in oral statements made from time to time by us or on our behalf constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations and are indicated by words or phrases such as “anticipate,” “estimate,” “expect,” “will,” “project,” “believe,” “envision,” “forecast” and similar words or phrases and involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed in or implied by such forward-looking statements. Forward-looking statements also include representations of our expectations or beliefs concerning future events that involve risks and uncertainties, including, but not limited to, those described in “Risk Factors.”

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SUMMARY OF RISKS AFFECTING OUR BUSINESS

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Our business is subject to numerous risks. The following summary highlights some of the risks you should consider with respect to our business and prospects. This summary is not complete and the risks summarized below are not the only risks we face. You should review and consider carefully the risks and uncertainties described in more detail under “Risk Factors,” which includes a more complete discussion of the risks summarized below as well as a discussion of other risks related to our business and an investment in our common stock.

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Any forward-looking statements are based largely on our expectations and judgments and are subject to a number of risks and uncertainties, many of which are unforeseeable and beyond our control. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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WEBSITE ACCESS TO REPORTS

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Our website is www.g-iii.com. We make available, free of charge, on our website (under the heading “Investors”) our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. No information contained on our website is intended to be included as part of, or incorporated by reference into, this Annual Report on Form 10-K. Information relating to our corporate governance, including copies of our Code of Ethics and Conduct, Audit, Compensation and Nominating and Corporate Governance Committee Charters, and other policies and guidelines, are available at our website under “Investors.” The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of the SEC’s website is www.sec.gov.

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PART I

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ITEM 1.    BUSINESS.

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Unless the context otherwise requires, “G-III,” “Company,” “us,” “we” and “our” refer to G-III Apparel Group, Ltd. and its subsidiaries. References to fiscal years refer to the year ended or ending on January 31 of that year. For example, our fiscal year ended January 31, 2025 is referred to as “fiscal 2025.”

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G-III Apparel Group, Ltd. is a Delaware corporation that was formed in 1989. We and our predecessors have conducted our business since 1974.

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Company Overview

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G-III is a global leader in fashion with expertise in design, sourcing, distribution and marketing, which enables us to fuel growth across a portfolio of over 30 globally recognized owned and licensed brands anchored by our key owned brands DKNY, Donna Karan, Karl Lagerfeld and Vilebrequin as well as other major brands that currently drive our business. We develop product across a diverse range of lifestyle categories which include: outerwear, dresses, sportswear, suit separates, athleisure, jeans, swimwear, as well as handbags, footwear, small leather goods, cold weather accessories and luggage. Our brands are positioned to sell at various price points with global distribution across a diverse mix of channels and geographies to reach a broad range of consumers. We also license the use of our trademarks to third parties for product categories and in regions where we believe our licensees’ expertise can better serve our brands. We generated net sales of approximately $3.18 billion, $3.01 billion and $3.23 billion in fiscal 2025, fiscal 2024 and fiscal 2023, respectively.

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Our Brands

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In an environment of rapidly changing consumer fashion trends and preferences, we benefit from a differentiated mix of owned and licensed brands, all of which have strong brand equity and long-standing consumer appeal. With full control over design, production, global distribution and marketing, our owned brands represent a sustainable long-term profit driver, generating higher operating margins and providing an accretive licensing income stream. We also license brands that complement our portfolio including Calvin Klein, Tommy Hilfiger, Nautica, Halston, among others. Our overall brand portfolio is diversified across product categories, price points, demographics, occasions, fits and sizes, styles and genres. Through our licensed team sports business, we have partnerships with the National Football League, National Basketball Association, Major League Baseball, National Hockey League and over 150 U.S. colleges and universities. We also source and sell products to major retailers under their private retail labels. Our owned brands accounted for approximately 52% of our net sales in fiscal 2025, 47% of our net sales in fiscal 2024 and 41% of our net sales in fiscal 2023, with the remainder of net sales in each year driven by our licensed businesses.

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We continue to expand our portfolio of brands through licenses, acquisitions and joint ventures as we extend our global reach and product offerings. We are continually seeking new licensing opportunities with brand owners and seeking to acquire established brands. We are in the process of developing two of the newest brand additions to our portfolio, Converse and BCBG, which we expect to launch in the Fall of 2025.

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We currently market apparel and other products under, among others, the following owned and licensed brand names:

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Key Owned Brands

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Dating back to the beginning of our company, G-III has sold apparel under its own proprietary brands. Over the years, we developed or acquired brands such as G-III Sports by Carl Banks, Eliza J and Jessica Howard. We also acquired Andrew Marc, an aspirational luxury outerwear brand, G.H. Bass, a well-known heritage brand, and Vilebrequin, a premier swimwear and resort wear brand. In our most significant acquisition to date, we acquired Donna Karan International, which owns DKNY and Donna Karan, two of the world’s most iconic and recognizable brands. In October 2021, we acquired European luxury fashion brand Sonia Rykiel and in May 2022, we acquired the remaining interests that we did not own in the iconic Karl Lagerfeld fashion brand. We currently design, manufacture, distribute, market and sell products under our own proprietary brands, as well as license our proprietary brands in a variety of categories and across geographies.

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Our key owned brands include:

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DKNY

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We acquired the DKNY and Donna Karan brands in 2016.  DKNY is a global iconic fashion brand founded in 1989. We distribute a full lifestyle offering for the brand globally across premier department stores and their digital sites as well as DKNY stores and digital sites, partner run stores and online retailers. DKNY merges modern tailoring with sophisticated ease, celebrating the aspirational and practical spirit of New York. Since G-III acquired DKNY in 2016, we significantly expanded the brand’s wholesale presence through premier department stores and other key retailers including multi-brand and specialty stores. Today, DKNY operates 14 company operated stores predominately across North America located in premium outlet centers. Internationally, we operate wholesale distribution in multiple countries across department stores, specialty stores and digital retailers, as well as 58 partner operated stores globally. We believe there is significant opportunity for further international growth. We also license the DKNY brand in several categories including fragrance, men’s, kids, home, eyewear, watches and other accessories, which drives additional royalty income to the brand. Our strategic marketing investments in DKNY help drive the brand’s recognition and appeal among global consumer audiences. Net sales of our DKNY products were approximately $675 million in fiscal 2025, $590 million in fiscal 2024 and $555 million in fiscal 2023.

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Donna Karan

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We relaunched the Donna Karan brand in North America in Spring 2024. The new Donna Karan is a modern system of dressing created to appeal to a woman’s senses on every level, addressing the full lifestyle needs of a new consumer. Inspired by the Donna Karan archives, we have thoughtfully created a new product line that captures the brand’s ethos of timeless elegance, empowering women and accessible luxury, tailored to meet the lifestyle needs of today’s customer. The new Donna Karan is distributed in premier department stores, digital channels and our own Donna Karan website in North America. This relaunch was supported by G-III’s largest and most visible marketing investment to re-energize and create excitement among consumers. Focused on storytelling under Donna Karan’s purpose and rich history of empowering women, the Spring and Fall 2024 marketing campaigns were met with strong consumer response and engagement around the relaunch. In addition to the Donna Karan product that we produce, we also license additional lifestyle categories, including, fragrance, home, eyewear, suits, intimates, sleep and loungewear. We are in the early stages of further developing the brand’s lifestyle offerings. The brand is generating significant profitability with some of the highest average unit retails (“AURs”) and sell-throughs across our portfolio. We believe there is a significant opportunity for global growth.

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Karl Lagerfeld

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In 2022, G-III acquired the remaining interests in the Karl Lagerfeld fashion brand after having previously launched the Karl Lagerfeld Paris brand in North America in 2015. The June 2022 full acquisition of Karl Lagerfeld expanded G-III’s business and presence in Europe, while adding new international expertise. The Karl Lagerfeld brand is known for its signature aesthetic combining Parisian classics with a rock-chic attitude and tailored silhouettes. The brand produces a full lifestyle portfolio of apparel, accessories and footwear as well as licensed categories including fragrance, men’s, kids, home among others and branded experiences with partner operated luxury hotels and residences. We distribute the brand through more than 170 Karl Lagerfeld stores worldwide, including 64 company operated stores, across over 60 countries. We also operate 35 Karl Lagerfeld Paris company operated stores across North America located in premium outlet centers.  Net sales of  our Karl Lagerfeld products were approximately $580 million in fiscal 2025, $475 million in fiscal 2024 and $365 million in fiscal 2023.

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Vilebrequin

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Vilebrequin is a premier provider of luxury status swimwear, resort wear and related accessories, with iconic designs drawn from its French Riviera heritage and founding in St. Tropez over forty years ago. Vilebrequin is currently distributed in 107 company operated stores and 91 franchised operated stores and is sold in over 100 countries worldwide. We continue to grow the brand’s global retail footprint through new stores as well as distribution partners. We also are expanding Vilebrequin’s lifestyle offering through experiential licensing agreements and extensive collaborations, which drive consumer engagement and fuel brand awareness in global markets. Vilebrequin currently has five beach club concepts in various stages of development, with plans for additional ones. We opened our first ever beach club as well as flagship store in Cannes, which is driving powerful brand recognition in the region. Vilebrequin offers a differentiated lifestyle product and experience to our end consumer, and we think there is an opportunity to further expand the brand’s global presence and unlock growth in new markets.

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Licensing of our Owned Brands

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As our portfolio of owned brands has grown, we have licensed these brands in new categories that we do not have the capability to produce ourselves. Our licensing program has significantly increased as a result of owning the DKNY, Donna Karan, Karl Lagerfeld and Karl Lagerfeld Paris brands. We currently license our owned brands in a variety of categories as well as regions and continue to seek new licensing opportunities to broaden the reach of these brands.

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We have strong relationships with category leading license partners, including, but not limited to, Marchon, Komar and Inter Parfums. The DKNY and Donna Karan brands have worldwide license agreements for a broad array of products including fragrance (and related products), intimates, eyewear, bedding and bath products, women’s sleepwear, loungewear, tech accessories, and men’s and women’s fashion watches. Additionally, we license the DKNY brand in the United States and internationally for children’s clothing, children’s footwear, jewelry, men’s tailored clothing, men’s sportswear, men’s dress shirts, men’s underwear, men’s loungewear, men’s swimwear, men’s and women’s golfwear, men’s and women’s socks, tech accessories, furniture and rugs.

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We license the Karl Lagerfeld brand for a wide range of product categories including, but not limited to, footwear, men’s apparel, fragrances, children’s clothing, eyewear and tech accessories. We also license the Karl Lagerfeld Paris brand for men’s suits, men’s dress shirts, bedding and bath products. Further, our experiential licenses with partners for brand activated hotels and luxury villas showcase the brand’s lifestyle allure and drive consumer engagement while keeping the brand relevant in overseas markets.

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We have a long-term global licensing agreement with Inter Parfums, Inc. for the creation, development and distribution of fragrances and fragrance-related products under the DKNY, Donna Karan and Karl Lagerfeld brands. The initial DKNY and Donna Karan term of the license extends through December 31, 2032 and includes a 5-year option to renew given the achievement of certain sales targets. The Karl Lagerfeld term of the license extends through October 31, 2032 with no option to renew. We believe the fragrance category is a brand enhancing extension that enables our brands to connect more broadly with global consumers.

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Our G.H. Bass, Vilebrequin, Andrew Marc and Sonia Rykiel brands also have licensed product in a variety of categories. We intend to continue to focus on expanding licensing opportunities for our proprietary brands. We believe that we can capitalize on significant, untapped global licensing potential for these brands in a number of categories as these provide a highly accretive licensing royalty income stream to the business while extending our brands’ reach to a wider range of global audiences.

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Complementary Portfolio of Licensed Brands

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In addition to our owned brands, licensed brands are a key component of our go-forward strategy. Importantly, licensed brands are a capital light way to grow. Each brand offers unique attributes that further diversify our portfolio across product, aesthetic, distribution channel and consumer segments. Under our license agreements, we are generally required to achieve minimum net sales of licensed products, pay guaranteed minimum royalties, make specified royalty and advertising payments (usually based on a percentage of net sales of licensed products) and receive prior approval of the licensor as to all design and other elements of a product prior to production. License agreements may also restrict our ability to distribute the product to agreed upon geographies and channels as well as to enter into new license agreements for competing products or acquire businesses that produce competing products without the consent of the licensor. If we do not satisfy any of these requirements or otherwise fail to meet our material obligations under a license agreement, a licensor usually will have the right to terminate our license. License agreements also typically restrict our ability to assign or transfer the agreement without the prior written consent of a licensor and generally provide that a change in control, including as a result of the acquisition of us by another company, is considered to be a transfer of the license agreement that would give a licensor the right to terminate the license unless it has approved the transaction. Our ability to renew a license agreement may be subject to the discretion of the licensor or to attaining minimum sales and/or royalty levels and to our compliance with the provisions of the agreement. Sales of licensed products accounted for 48.0% of our net sales in fiscal 2025, 53.4% of our net sales in fiscal 2024 and 58.6% of our net sales in fiscal 2023.

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Our key licensed brands include:

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Calvin Klein

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Beginning in 2005, we had licenses for Calvin Klein men’s and women’s outerwear and subsequently added licenses for women’s suits, dresses, women’s performance wear, women’s sportswear, men’s and women’s swimwear, women’s handbags, small leather goods, luggage and jeanswear in the United States and Canada. By fiscal 2020, we had achieved over $1 billion of net sales of Calvin Klein licensed products annually. We will now be transitioning away from this brand over the next four years. Our licenses for Calvin Klein products expire on a staggered basis beginning on December 31, 2024 and continuing through December 31, 2027. We have the right to request an extension of the Calvin Klein license for the women’s suits category through December 31, 2029.

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Tommy Hilfiger

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Beginning in 2009, we have continuously expanded our relationship with Tommy Hilfiger. We have a multi-category womenswear license in the United States and Canada. By fiscal 2020, we had achieved $500 million of net sales of Tommy Hilfiger licensed products annually. This license for women’s sportswear, dresses, suit separates, performance and jeans are in addition to our Tommy Hilfiger men’s and women’s outerwear license and Tommy Hilfiger luggage license, both also in the United States and Canada. Our licenses for Tommy Hilfiger products expire on a staggered basis beginning on December 31, 2025 and continuing through December 31, 2027. We have the right to request an extension of the Tommy Hilfiger license for the women’s suits category through December 31, 2029.

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Nautica

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In March 2023, G-III entered into a licensing agreement with Authentic Brands Group for the Nautica brand for distribution in North America. The license includes a number of categories under which we currently produce a full women’s jeanswear collection. Nautica has strong brand recognition offering iconic modern and nautically inspired designs with a casual fit, feel, and function. G-III launched the women’s jeans category in the Spring 2024 and expects to expand to additional lifestyle categories over time. The brand serves as a strong addition to our portfolio and complements our current offering of women’s apparel.

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Halston

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In May 2023, we announced the signing of a 25-year master licensing agreement with Xcel Brands, Inc. for the Halston brand giving G-III access to all categories across men’s and women’s product. The agreement gives G-III the ability to sub-license additional categories as well as the option to buy the Halston brand for a predetermined price. Halston’s simple and classic elegance offers an easy, modern approach to aspirational style. We launched the initial product in Fall 2024 and will be expanding distribution across our various channels and geographies.

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Champion

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In September 2023, we entered into a licensing agreement for Champion, which was recently acquired by Authentic Brands Group, to design and produce men’s and women’s outerwear collections in North America. Champion is an iconic American brand born from sport with global recognition, offering athletic apparel with a strong appeal amongst the younger customer. G-III launched the Champion outerwear product in Fall 2024 and plans to create quality heritage pieces that expand the brand’s renowned lifestyle offering.

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Converse

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In September 2024, G-III announced a global licensing agreement for Converse, Inc., to design and produce adult men’s and women’s apparel. Converse is an iconic American youth lifestyle brand owned by Nike, Inc. with international recognition that meets the ever-shifting demands of the younger consumer. We expect to launch this brand in the Fall 2025, and believe this license represents a significant opportunity for G-III as it enables us to expand our active lifestyle business.

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BCBG

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In July 2024, we entered into a licensing agreement with Marquee Brands for its BCBG and BCBG GENERATION brands in the United States and Canada. The license includes women’s apparel and swimwear products, focusing on dresses, ready-to-wear separates and comprehensive sportswear collections with an angle of invigorating the brand’s lifestyle vision. We expect to launch products under these brands in Fall 2025.

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Our current licenses have the following terms and potential renewal terms:

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Our Strategic Priorities

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We are focused on the following strategic priorities, which we believe are critical to our long-term success:

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Drive Growth of Our Owned Brands

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G-III owns a portfolio of globally recognized brands with a significant runway for growth across lifestyle product offerings as well as geographies. Owned brands offer several key advantages including full control of the brand’s global distribution across channels, including omni-channel, pure-play, off-price retailers and direct-to-consumers through company operated stores and digital sites. Once at scale, these brands have the ability to generate higher operating margins as there is no royalty fee paid on the sale of the brands’ product. We also have the ability to license owned brands in new product categories, which G-III does not produce, generating an incremental royalty income stream that enhances the brand’s margins. Further, we have the ability to build brand equity, benefiting the long-term interests of G-III’s shareholders. We believe we have a significant runway for growth in North America as well as internationally for our key owned brands DKNY, Donna Karan, Karl Lagerfeld and Vilebrequin. We are actively working to unlock the full potential of these brands on a global scale.

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Build Our Complementary Portfolio of Licensed Brands

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Our extensive portfolio of licensed brands is complementary to our owned brand business as it broadens our reach to consumers through a full range of lifestyle product categories while driving incremental licensing revenue to G-III. The most well-known brands in fashion look to partner with us because of our experienced talent, significant expertise in developing a broad range of product, our infrastructure and our status as a supplier of choice for retailers. We are constantly monitoring the market and seeking brands with strong consumer recognition and the ability to drive profitable sales by leveraging our platform and established infrastructure.

In fiscal 2025, we brought to market three new licensed brands, including Nautica Jeans, which launched in Spring 2024, as well as Halston and Champion, which launched in Fall 2024. We plan to grow these brands as we expand distribution and launch new product over the course of these multi-year licenses. Additionally, we also signed two new licensing agreements in fiscal 2025 for Converse and BCBG, which we plan to launch in Fall 2025. Our licensed team sports business had strong double-digit growth in fiscal 2025. We believe the diversification of our complementary portfolio of licensed brands and as well as their distribution will allow us to mitigate the loss of our Calvin Klein and Tommy Hilfiger licenses.

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Expand Our Global Reach

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We intend to leverage the strength of our brands and our ability to connect with customers to grow our brands internationally and unlock incremental sales in new global markets. In fiscal 2025, we generated approximately $719 million in net sales outside the United States, or approximately 23% of total net sales.

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We currently have a presence internationally with our DKNY, Karl Lagerfeld and Vilebrequin brands. The addition of the Karl Lagerfeld brand in fiscal 2023 to the G-III portfolio of owned brands advanced our strategic priority to further expand our global reach. Karl Lagerfeld is growing its retail footprint through partner and company operated stores across Europe. Further, our experiential licenses with partners for brand activated hotels and luxury villas showcase the brand’s lifestyle allure and drive consumer engagement while keeping the brand relevant in overseas markets. Our Vilebrequin brand is a premier provider of status swimwear, resort wear and related accessories. The brand advanced its lifestyle appeal by opening its first beach club in the Spring of 2023, located in the idyllic setting of Cannes on the Mediterranean Sea, bringing the essence of high-end beach culture and the timeless chic vibe to life. Vilebrequin continues to grow through company and partner operated stores and has plans to open additional partner operated beach concepts by the end of 2027. We are in the early stages of extending our DKNY and Donna Karan brands internationally. We believe our brands’ existing presence in North America and Europe demonstrates our ability to expand them internationally across new markets in Europe, Asia-Pacific and Latin America. We expect to unlock significant growth by scaling our brands holistically and continuing to build out our operational capabilities overseas.

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In fiscal 2025, we acquired an 18.7% ownership stake in AWWG, a global fashion group and premier platform for international brands, whose partnership, we believe, will be a key accelerator to our international growth priority. AWWG is the owner of several iconic brands including Hackett, Pepe Jeans and Façonnable as well as the manager of other global brands in the Iberian region. We plan to leverage AWWG’s well-established infrastructure and experienced management overseas to scale our brands in new geographies. AWWG has become the official agent for DKNY, Donna Karan and Karl Lagerfeld across Spain and Portugal, and we believe there is significant opportunity to leverage this partnership further and expand into additional key markets across Europe and Asia, where AWWG has a presence. Additionally, we are exploring opportunities to manage certain brands owned by AWWG in North America. Our investment in AWWG will expedite our global expansion efforts, providing us with the expertise and operational capabilities to scale our brands efficiently as we gain a foothold and better understanding of the retail environment in Europe and new markets.

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Execute our Turnaround Strategy to Bring Our North American Retail Segment to Profitability

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In fiscal 2024, we began executing our retail segment turnaround strategy in North America, which we expect will significantly reduce losses and present a better in-person brand experience to consumers. This strategy includes management changes, evaluating our store footprint, and rebasing the merchandising strategy. In fiscal 2025 we reduced our losses in the segment by more than half compared to fiscal 2024 and saw improvement in the overall productivity of our DKNY and Karl Lagerfeld Paris direct-to-consumer businesses with increased comparable store sales compared to the year prior.

We believe continued execution of these turnaround initiatives will create a profitable retail business.

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Platform for Success

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Merchant expertise in product development. G-III has developed best-in-class, seasoned merchant teams capable of developing lifestyle product for a diverse portfolio of brands. These teams create high quality, well-designed apparel for our retailers across our diversified channels, serving consumers across a range of price points. Each of our branded businesses employs its own team of designers and merchandisers who are responsible for conceptualizing and implementing the design direction for the brand across categories that offer a compelling mix of products. This structure has enabled us to produce differentiated collections for each brand. We maintain a global pulse on styles, using trend services and color services to enable us to quickly respond to style changes in the apparel industry. We utilize real-time data and analytics tools, enabling merchandisers to gain a deeper understanding of customer behavior that empowers our teams to quickly respond to changes in consumer preferences and continuously evolve product assortments to fuel growth. We believe that we have developed a significant customer following and positive reputation in the industry as a result of our design capabilities, sourcing expertise, on-time delivery and high standards of quality control. Our service, brand stewardship and industry expertise have made us a partner of choice to retailers and brand owners.

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Dominance across a range of categories to deliver a full lifestyle offering. G-III has a proven track record of expertise, having significantly diversified from outerwear to a broad range of other categories over the last 20 years. We design, source and market women’s and men’s apparel at a wide range of retail price points. Our design-led, commercially informed lifestyle brand operations strive to provide exciting, differentiated products each season across over 20 apparel, accessory and footwear categories that capture each brand’s unique aesthetic. Our product offerings primarily include outerwear, dresses, sportswear, suit separates, athleisure, jeans, swimwear, as well as handbags, footwear, small leather goods, cold weather accessories and luggage. We believe the potential of our brands will assist us in gaining new customers and expanding our product offerings. We have increased our focus on diversifying our portfolio of brands to grow our market share across our distribution channels. In fiscal 2025, we launched several new brands to our portfolio including Donna Karan, Nautica, Halston and Champion. Additionally, in fiscal 2026 we will launch Converse and BCBG. We believe we can unlock the potential of these brands and expand them into a broad range of lifestyle categories as we diversify their product offerings.

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Well-developed sourcing and supply chain infrastructure. G-III has a trust-based relationship with its vendors, built over the last 40 years, that is a key core competency and forms the foundation of our global supply chain infrastructure. We support and cultivate these relationships by continuously investing management time while also maintaining a physical presence in key jurisdictions. Our network of worldwide suppliers allows us to access the highest quality products, negotiate competitive terms without relying on any single vendor, access new technology and design insights and enhance our market intelligence. Additionally, we employ sourcing and quality control teams that have deep-rooted knowledge with respect to our manufacturers and operate with a local presence. By working closely with our global partners on all aspects of the supply chain, we aim to safeguard against potential disruptions. We believe that we have a long-standing competitive advantage with our current supply chain network and remain focused on implementing strategies that bolster and further diversify our global sourcing and production capabilities while leveraging best practices.

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Diversified business mix across distribution channels, price points and consumers. We market our products at multiple price points and across multiple channels of distribution, allowing us to reach a broad range of customers globally. Our products are sold to approximately 1,600 customers, including a cross section of retailers through their brick-and-mortar and digital channels as well as our online retail partners. We have established strong relationships with retailers through many years of personal customer service and our objective of meeting or exceeding retailer expectations. The growing importance of e-commerce and the digital marketplace within the retail sector has led us to continuously adapt our business and expand our omni-channel capabilities and presence across channels. Additionally, we also distribute products to our own direct to consumer businesses including our company operated retail stores and digital sites. As economic conditions waver and consumer trends change, we believe that our deep-rooted relationships across the retail landscape, diversified brands serving a wide range of consumers and our product portfolio mix that covers a broad mix of price points allow us to operate on a flexible and advantageous basis.

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Experienced management team. Our executive management team has worked together for a significant period of time and has extensive experience in the apparel industry. Morris Goldfarb, our Chairman and Chief Executive Officer, has been with us for over 50 years. Sammy Aaron, our Vice Chairman and President, joined us in 2005 when we acquired Marvin Richards. Neal Nackman, our Chief Financial Officer, has been with us for more than 20 years and Jeffrey Goldfarb, our Executive Vice President, has been with us for over 20 years. In addition, in January 2024, Dana Perlman, who has over 20 years of experience in the apparel industry, joined us as our Chief Growth and Operations Officer.

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Products — Development and Design

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G-III designs, sources and markets women’s and men’s apparel at a wide range of retail price points. Our product offerings primarily include outerwear, dresses, sportswear, swimwear, women’s suits and women’s performance wear. We also market footwear and accessories including women’s handbags, small leather goods, cold weather accessories, and luggage.

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G-III offers a wide range of products under our own proprietary brands. See “Key Owned Brands” above. G-III’s licensed apparel consists of both women’s and men’s products in a broad range of categories. See “Complementary Portfolio of Licensed Brands” above. We seek licenses that will enable us to offer a range of products targeting different price points and different distribution channels.

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We work with a diversified group of retailers, such as Macy’s, Harley-Davidson, Costco, Kohl’s and Ross Stores in developing product lines that are sold under their private label programs. Our design teams collaborate with our customers to produce custom-made products for their stores. Store buyers may provide samples to us or may select styles already available in our showrooms. We believe we have established a reputation among these buyers for our ability to produce high quality product on a reliable, expeditious and cost-effective basis.

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Our in-house designers are responsible for the design and look of our owned, licensed and private label products. We work closely with our licensors to create designs and styles for each of our licensed brands. Licensors generally must approve products to be sold under their brand names prior to production. We maintain a global pulse on styles, using trend services and color services to enable us to quickly respond to style changes in the apparel industry. Our experienced design personnel and our focused use of outside services enable us to incorporate current trends and consumer preferences in designing new products and styles.

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Our design personnel meet regularly with our sales and merchandising departments, as well as with the design and merchandising staffs of our licensors, to review market trends, sales results and the popularity of our latest products. Our designers present their evaluation of the styles expected to be in demand in the United States. We also seek input from selected customers with respect to product design. We believe that our sensitivity to the needs of retailers, coupled with the flexibility of our production capabilities and our continual monitoring of the retail market, enables us to modify designs and order specifications in a timely fashion.

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Manufacturing and Sourcing

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G-III’s wholesale operations and retail operations segments arrange for the production of products from a global network of independent, third-party manufacturers, primarily located in Asia. During fiscal 2025, approximately 76% of our product was sourced from Vietnam, China and Indonesia. We do not own any manufacturing facilities.

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Our sourcing operations are based in China and Hong Kong in order to facilitate better service and manage the volume of manufacturing in Asia. These offices act as an agent for substantially all of our sourcing in Asia and monitor production at manufacturers’ facilities to ensure quality control, compliance with our manufacturing specifications and social responsibility standards, as well as timely delivery of finished garments to our distribution facilities. We also have sourcing offices in Vietnam, Indonesia, Jordan and Bangladesh to help support these efforts.

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Prior to placing production, and on a recurring basis, we review the political, social, economic, environmental, trade, labor and intellectual property protection conditions in the countries in which we source our products, and we conduct assessments of our manufacturers and supply chain, as discussed under “Vendor Code of Conduct” below. In connection with the manufacture of our products, manufacturers purchase raw materials including fabric and other materials (such as linings, zippers, buttons, and trim) at our direction.

We regularly inspect and supervise the manufacture of our products in order to ensure timely delivery, maintain quality control and monitor compliance with our manufacturing specifications. We also inspect finished products at the factory site.

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We generally arrange for the production of products on a purchase order basis with completed products manufactured to our design specifications. We assume the risk of loss predominantly on a Freight-On-Board (F.O.B.) basis when goods are delivered to a shipper and are insured against losses arising during shipping.

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We have not entered into any long-term contractual arrangements with any contractor or manufacturer. We believe that the production capacity of each foreign manufacturer with which we have developed, or are developing, a relationship is adequate to meet our production requirements for the foreseeable future. We believe that alternative foreign manufacturers are readily available.

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A majority of all finished goods manufactured for us is shipped to our distribution facilities or to designated third party facilities for final inspection, allocation, and reshipment to customers. The goods are delivered to our customers and us by independent shippers. We choose the form of shipment based upon a customer’s needs, cost and timing considerations. We expect all of our suppliers shipping to the United States to adhere to the requirements of the U.S. Customs and Border Protection’s Customs-Trade Partnership Against Terrorism (“C-TPAT”) program, including standards relating to facility security, procedural security, personnel security, cargo security, and the overall protection of the supply chain. In the event a supplier does not comply with our C-TPAT requirements, or if we have determined that the supplier will be unable to correct a deficiency, we may move that supplier’s product through alternative supply chain channels or we may terminate our business relationship with the supplier.

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In February 2025, the current administration imposed an additional 10% tariff on imports from China beyond the previous 25% tariff that was already in place. In March 2025, the current administration announced plans to impose an additional 10% tariff on certain products imported from China. The current administration has also indicated the potential for additional increases to tariffs on imports into the United States from China as well as other countries. In fiscal 2025, we sourced 33% of our product from China, which is a decrease by more than half from our highest levels of sourcing from China that we experienced years ago as we made significant efforts to better diversify our supply chain.

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Vendor Code of Conduct

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We are committed to ethical and responsible conduct in all of our operations and respect for the rights of all individuals. We strive to ensure that human rights are upheld for all workers involved in our supply chain, and that individuals experience safe, fair and non-discriminatory working conditions. In addition, we are committed to compliance with applicable environmental requirements and are committed to seeing that all of our products are manufactured and distributed in compliance with applicable environmental laws and regulations. We expect that our business partners will share these commitments, which we enforce through our Vendor Code of Conduct. Our Vendor Code of Conduct specifically requires our manufacturers to not use child, forced or involuntary labor and to comply with applicable environmental laws and regulations. We provide training and guidance to the factories our contractors use related to our Vendor Code of Conduct and the applicable laws in the country in which the factory is located. The training provides the factories with a more in-depth explanation of our Vendor Code of Conduct. In addition to their contractual obligations, we evaluate our suppliers’ compliance with our Vendor Code of Conduct through audits conducted both by our employees and third-party compliance auditing firms on an annual basis.

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Human Capital

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Our People

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As of January 31, 2025, we employed approximately 3,500 persons on a full-time basis and approximately 1,100 on a part-time basis. We employ both union and non-union workforces and believe that our relationships with our employees are positive. We have not experienced any interruption to our operations due to a labor disagreement with our employees.

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We are an Equal Opportunity Employer with policies, procedures and practices that recognize the value and worth of everyone, covering matters such as safety, training, advancement, discrimination, harassment and retaliation, and provide trainings on these important issues to our workforce. G-III ensures compliance with labor and employment law issues through a variety of processes and procedures, using both internal and external expertise and resources.

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Our people are the heart of our organization and we are committed to fostering a strong and engaged workforce by attracting and retaining best-in-class talent and creating an inclusive environment where everyone can learn and grow. Through trainings, lunch and learns, and other opportunities for mentorship, we are continuously evolving how we can further support our employees so they feel highly valued, productive and effective within their jobs. We believe that our collective passion for what we create and produce, pride in our partnerships, accountability for how we show up every day and our unwavering entrepreneurial spirit, all contribute to G-III’s culture.

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We believe that having an inclusive workplace is essential to success and are committed to providing opportunities for all. Currently, approximately 63% of our leadership team and 73% of our overall workforce are women, and 49% of our overall workforce identify as Black, Indigenous and People of Color (“BIPOC”). Of our thirteen Board members, there are four women and four people of diverse backgrounds. We recognize that insights and ideas from a diverse range of backgrounds will better position us for the future and continue to work towards increasing Board diversity.

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We are proud to continue to support The Social Justice Center at the Fashion Institute of Technology (“FIT”), a premier fashion university, whose purpose is to help establish a program that is intended to increase opportunities and accelerate social equity for BIPOC persons entering our industry for years to come.

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Talent Acquisition, Development and Retention

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Having the right talent in the organization is one of the most critical aspects of our business. This year our HR team focused on hiring, developing and retaining talent and brought in key talent that have made a positive impact in the organization. After a successful launch of our Lunch and Learn program facilitated by our leadership team, we have continued the program by offering courses that provided an opportunity for continuous learning about our business. We have procured a training solution program that will incorporate a G-III Master Class training library that will make these sessions and other educational tools accessible to our employees.

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Compensation, Benefits, Safety and Wellness

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We firmly believe our comprehensive benefit programs are an integral part of our talent acquisition, retention and overall employee experience. Supporting the health and wellness of our associates and their loved ones is a top priority and we are proud to offer comprehensive benefits and resources centered around physical, mental and financial wellbeing. These are tailored to our regional businesses to best support our associates. We continually evaluate and benchmark our programs to ensure they remain competitive, on-trend and meet compliance. For fiscal 2026, we will prioritize education and calls to action to ensure our employees understand and take part in all the benefits and programs we offer. In addition to our benefit programs, we annually recognize the tenure of our employees with service awards and this year we celebrated 80 employees with service of 10, 20, 25, 30, 35 and 40 years.

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Corporate Social Responsibility

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We invest significant time and resources to further our Corporate Social Responsibility (“CSR”) strategy and have made important progress in reinforcing our social and environmental standards to stay aligned with new regulations and industry-wide efforts.

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Engage Our People

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Our associates drive our growth and success, and as we continued to focus on our long-term growth plans in fiscal 2025, we prioritized fostering a stronger, more engaging workplace. We implemented associate engagement initiatives supporting our brands and culture and offered training and development opportunities in areas important to our associates, including Lunch and Learns with our leadership teams.

We continued our investments in technology, including new Human Resources systems, to further evolve our ways of working.

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We are committed to ensuring the workers in our supply chain are treated fairly and our vendors abide by our Vendor Code of Conduct. We work closely with suppliers to develop and implement strategies that align with our social and environmental standards. We have also enhanced the effectiveness of our supplier audits through our continued participation in the Social & Labor Convergence Program, allowing us to reduce the number of audits for suppliers, lessening redundancies in shared audits, and better assist factories to focus on addressing their most pressing issues.

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Ending forced labor continues to be a priority in our industry, and we work closely with our supply chain partners to mitigate the risk of forced labor being used to make our products or raw materials utilized in our products. We continue to advance our internal cotton traceability program by conducting our annual Cotton Compliance Monitoring training sessions to educate our staff and factories about our requirements and procedures for ensuring the ethical sourcing of cotton. We are enhancing our program by working on ways to couple these traceability lessons with other materials in our products. We continue to explore ways other SaaS technologies might mitigate risks. We also continue to leverage the testing capabilities of ORITAINTM to trace materials back to their fiber origins to mitigate the risk that forced labor is used in our supply chain. We routinely engage with counsel and industry organizations to ensure our practices and procedures align with the continually developing regulatory landscape.

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Protect Our Environment  

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We continue to assess and implement the changes we can make to mitigate the environmental impact of our own operations and that of our entire supply chain. We do this by prioritizing partnerships with vendors and factories that share this commitment and work together to ensure they are well-positioned to meet both our own requirements and a continuously evolving regulatory landscape.

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As a member of groups such as Cascale (formerly the Sustainable Apparel Coalition (“SAC”)), we continue to collaborate with others in the industry to strengthen our social and environmental programs and improve vendor performance. We completed our Scope 1 & 2 greenhouse gas emissions (“GHGe”) footprint and are working on our Scope 3 with the goal of establishing targets and remediation for reducing our impact in the future.

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We are making progress on our goal to transition our synthetic materials to 100% recycled sources by 2030 and are working to establish a baseline for additional sustainability targets. We are also working to increase the use of recycled, organic, and natural fibers, and successfully introduced recycled synthetic fibers certified by the Global Recycled Standard or the Recycled Claim Standard into a growing number of our products. Notably, in 2024, Vilebrequin, our premier European swimwear brand, manufactured over 85% of its products from preferred materials which consistently deliver reduced impacts and increased environmental benefits. To support our circularity efforts, both Karl Lagerfeld and Vilebrequin offer repair services to extend garment life, and across our portfolio, we work with our partners to seek alternative solutions for unsold products.    

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Invest in Our Community

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Our longstanding commitment to philanthropy and supporting the communities where we work and live is embedded in who we are. We are focused on maximizing our global impact through partnerships with key organizations across several pillars, including education, children and families, diversity and combatting homelessness.

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Beyond our corporate contributions, our associate philanthropic council collaborates with our brands and businesses to develop and execute charitable initiatives that provide volunteer opportunities for our associates.  This year, we expanded our efforts and launched GIII Gives, a platform to make charitable giving and volunteering easier for our associates. As part of this, we introduced a Matching Gift program to support the causes important to our people.

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We have a solid foundation in place, which we continue to build upon as we build our new Corporate Sustainability Strategy centered around our core CSR principles: Engage Our People, Protect Our Environment and Invest in Our Community.

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Customs and Trade Issues

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Our arrangements with textile manufacturers and suppliers are subject to requisite customs clearances for products and the imposition of export duties. Customs duties on our products presently range from duty free to 45%, depending upon the product, composition, construction, country of origin and country of import. A substantial majority of our product is imported into the United States and, to a lesser extent, into Canada and Europe. Countries in which our products are sold may, from time to time, impose new duties, tariffs, surcharges or other import controls or restrictions or adjust prevailing duty or tariff levels. Any action by the executive branch of the United States government to increase tariffs on imported goods, such as the imposition of tariffs on goods manufactured in China, could adversely affect our business.

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Under the provisions of the World Trade Organization (“WTO”) agreement governing international trade in textiles, known as the “WTO Agreement on Textiles and Clothing,” the United States and other WTO member countries have eliminated quotas on textiles and apparel-related products from WTO member countries. As a result, quota restrictions generally do not affect our business in most countries.

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Apparel and other products sold by us are also subject to regulations that relate to product labeling, content and safety requirements, licensing requirements and flammability testing. We believe that we are in compliance with those regulations, as well as applicable federal, state, local, and foreign regulations relating to the discharge of materials hazardous to the environment.

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Section 301 Tariffs

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Section 301 tariffs on certain goods from China went into effect in 2018. The United States Trade Representative (“USTR”) is required to conduct a review of the effectiveness and economic impact of a Section 301 action every four years or else the tariffs would expire. In May 2022, USTR announced that it was commencing a four-year review and between November 2022 and January 2023, USTR accepted comments from the public as to whether the Section 301 tariffs should be continued, terminated, or modified. Section 301 tariffs were set to expire in September 30, 2023. In December 2023, the USTR announced the extension through May 2024 of certain Section 301 exclusions. It is difficult to accurately estimate the impact on our business from these tariff actions or similar actions or when any additional tariffs may become effective.

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China Most Favored Nation Status

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Following accusations against China that it employed forced labor in manufacturing processes within the country, a bill was introduced in January 2023 to strip China of its permanent Most Favored Nation status, effectively requiring China to re-secure its position by annually applying for presidential approval as a member country. Two pieces of legislation intended to revoke China’s Permanent Most Favored Nation status are pending in Congress.  Because Most Favored Nation status grants special treatment among member counties with respect to tariffs, if this bill were to pass it would substantially increase tariffs between the United States and China.

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GSP Update

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The Generalized System of Preferences (“GSP”) program, which extends preferential tariff treatment to certain products from beneficiary developing countries, expired on December 31, 2020. Re-authorization of GSP requires an act of Congress. GSP has been allowed to expire several times since it was enacted in 1974. Each time that GSP has been renewed following a lapse, the renewal has been retroactive, allowing for duties paid on GSP-eligible goods to be refunded following the re-authorization.

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The Chairman of the House Ways and Means Trade Subcommittee has indicated that he plans to introduce a bill that would reauthorize GSP. It has not been determined whether the potential future re-authorization of the GSP program will be fully retroactive and what will be the duration such re-authorization.

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Political Environment

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The potential impact of new policies that may be implemented as a result of the new administration is currently uncertain. Any resulting changes in international trade relations, legislation and regulations (including those related to taxation and importation), economic and monetary policies, heightened diplomatic tensions or political and civil unrest, among other potential impacts, could adversely impact the global economy and our operating results.

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Marketing and Distribution

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G-III’s products are sold primarily to department, specialty and mass merchant retail stores in the United States. We sell to approximately 1,600 customers, ranging from national and regional chains to small specialty stores. We also distribute our products through our retail stores and through digital channels for the DKNY, Donna Karan, Vilebrequin, Karl Lagerfeld, Karl Lagerfeld Paris, G.H. Bass, Wilsons Leather and Sonia Rykiel businesses, as well as the digital channels of our retail partners such as Macy’s, Nordstrom, Amazon, Fanatics, Zalando and Zappos.

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Sales to our ten largest customers accounted for 69.6% of our net sales in fiscal 2025. Sales to Macy’s, which includes sales to its Macy’s and Bloomingdale’s store chains, as well as through macys.com, accounted for an aggregate of 18.0% of our net sales in fiscal 2025. Sales to TJX Companies accounted for an aggregate of 13.2% of our net sales in fiscal 2025. In addition, sales to Ross Stores accounted for an aggregate of 12.6% of our net sales in fiscal 2025. The loss of any of these customers or a significant reduction in purchases by our largest customers could have a material adverse effect on our results of operations.

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A substantial majority of our sales are made in the United States. We also sell our products to customers in Europe, Canada, the Far East, the Middle East, Central America, South America and Australia, which, on a combined basis, accounted for approximately 22.6% of our net sales in fiscal 2025, 22.5% of our net sales in fiscal 2024 and 19.1% of our net sales in fiscal 2023.

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Our products are sold primarily through our direct sales force along with our principal executives who are also actively involved in the sale of our products. Some of our products are also sold by independent sales representatives located throughout the United States. The Canadian market is serviced by a sales and customer service team based both in the United States and in Canada. Sales outside of the United States and Canada may be managed by our salespeople located in our sales offices in Europe or Asia depending on the customer.

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Brand name products sold by us pursuant to a license agreement are promoted by institutional and product advertisements placed by the licensor. Our license agreements generally require us to pay the licensor a fee, based on a percentage of net sales of licensed product, to pay for a portion of these advertising costs. We may also be required to spend a specified percentage of net sales of a licensed product on advertising placed by us.

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Our marketing efforts for the repositioned Donna Karan brand are focused on high impact brand campaigns with globally recognizable talent. We are building brand awareness through messaging that communicates the brand’s historical origins and relevance to today’s consumer. We have also launched noteworthy media and marketing initiatives to support our wholesale and retail channels. We will continue to invest in paid strategies that place the brand in outdoor, print and digital media.

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DKNY’s marketing efforts are focused around communicating brand DNA and visual identity for the new evolution of the brand. We are building global awareness through high impact ad campaigns that feature relevant and noteworthy talent.

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We strive to create marketing initiatives, collaborations and image programs to attract qualified new customers globally. We support our licensees and international retail partners with brand campaigns, product specific imagery along with local events and brand activations in our priority markets that are on brand and relevant in that region. We continue to invest in digital media and storytelling for brand amplification and to establish comprehensive commercial marketing tools that will support our global wholesale and retail channels.

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Karl Lagerfeld’s marketing efforts focus building global awareness through high impact ad campaigns and digital content featuring strategic collaborations with top-tier artists, tastemakers and icons. In North America, the Karl Lagerfeld Paris brand amplifies this vision with locally relevant engagement. Karl Lagerfeld’s recent marketing efforts have embraced the brand’s DNA by celebrating Karl Lagerfeld’s black-and-white aesthetic and Parisian rock-chic attitude through the launch of new collections, premium pop-up stores, social media coverage and high-profile events. Additionally, we have entered into partnerships to create a Karl Lagerfeld branded luxury hotel and luxury villas that bring the brand to life.

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Vilebrequin’s marketing efforts have been based on continually offering new swimwear prints and expanding the range of its products to new categories such as women’s swimwear, ready-to-wear and accessories. Besides its traditional advertising networks, such as print, outdoor advertising and catalogues, Vilebrequin is developing new marketing channels through the use of digital media, product placement, impactful collaborations and public relations. Vilebrequin is also developing a hospitality business through beach clubs and restaurants called Vilebrequin La Plage which offers the south of France “art de vivre” under the sun, while reinforcing distribution and partnerships with luxury resorts to target core customers.

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We believe we have developed awareness of our other owned labels primarily through our reputation, consumer acceptance and the fashion press. We primarily rely on our reputation and relationships to generate business in the private label portion of our wholesale operations segment. We believe we have developed a significant customer following and positive reputation in the industry as a result of, among other things, our standards of quality control, on-time delivery, competitive pricing and willingness and ability to assist customers in their merchandising of our products.

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As digital sales of apparel continue to be an important part of our business, we are developing initiatives to increase our digital presence through our own websites and through the websites of our retail partners. We are working closely with our retail partners to provide consumers with a high quality digital experience for our products. We are also working to increase our digital sales through marketing, social influencers and other online drivers of sales.

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Seasonality

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Retail sales of apparel have traditionally been seasonal in nature. Historically, our wholesale business has been dependent on our sales during our third and fourth fiscal quarters due to the anticipation of the holiday shopping season for our retail customers. Net sales during the third and fourth quarters accounted for approximately 61% of our net sales in fiscal 2025, 59% of our net sales in fiscal 2024 and 60% of our net sales in fiscal 2023. We are highly dependent on our results of operations during the second half of our fiscal year. The second half of our fiscal year is expected to continue to provide a larger amount of our net sales and a substantial majority of our net income for the foreseeable future.

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Trademarks

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We own some of the trademarks used by us in connection with our wholesale operations segment, as well as almost all of the trademarks used in our retail operations segment. We act as licensee of certain trademarks owned by third parties that are used in connection with our business. The principal brands that we license are summarized under the heading “Complementary Portfolio of Licensed Brands” above. We own a number of proprietary brands that we use in connection with our business and products including, among others, DKNY, Donna Karan, Karl Lagerfeld, Karl Lagerfeld Paris, Vilebrequin, G.H. Bass, Andrew Marc, Marc New York, Eliza J, Jessica Howard, Wilsons Leather, Sonia Rykiel and G-III Sports by Carl Banks. We have registered, or applied for registration of, many of our trademarks in multiple jurisdictions for use on a variety of apparel and related other products.

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In markets outside of the United States, our rights to some of our trademarks may not be clearly established. In our attempt to expand into foreign markets, we may experience conflicts with various third parties who have acquired ownership rights in certain trademarks that would impede our use and registration of some of our trademarks. Such conflicts may arise from time to time as we pursue international expansion. Although we have not in the past suffered any material restraints or restrictions on doing business in desirable markets or in new product categories, we cannot be sure that significant impediments will not arise in the future as we expand product offerings and introduce additional brands to new markets.

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We regard our trademarks and other proprietary rights as valuable assets and believe that they have value in the marketing of our products. We vigorously protect our trademarks and other intellectual property rights against infringement.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

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The following table sets forth certain information with respect to our executive officers.

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Morris Goldfarb is our Chairman of the Board and Chief Executive Officer, as well as one of our directors. Mr. Goldfarb has served as an executive officer of G-III and our predecessors since our formation in 1974.

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Sammy Aaron is our Vice Chairman and President, as well as one of our directors. He has served as an executive officer since we acquired the Marvin Richards business in July 2005. Mr. Aaron is also the Chief Executive Officer of our Calvin Klein divisions.

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Neal Nackman has been our Chief Financial Officer since September 2005 and was elected Treasurer in April 2006. Mr. Nackman served as Vice President — Finance from December 2003 until April 2006.

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Jeffrey Goldfarb has been our Executive Vice President since June 2016, and serves as one of our directors. He has been employed by G-III in a number of other capacities since 2002. Prior to becoming Executive Vice President, he served as our Director of Business Development for more than five years. Jeffrey Goldfarb is the son of Morris Goldfarb.

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Dana Perlman has been our Chief Growth and Operations Officer since January 2024. Ms. Perlman is also a director of O’Reilly Automotive, Inc. since November 2017. Prior to joining us, Ms. Perlman was an executive at PVH Corp. from 2012 to 2022, most recently serving as PVH’s Chief Strategy Officer and Treasurer from May 2021 to July 2022. In that position, she led global business strategy and development along with Treasury and Investor Relations. Prior to joining PVH, Ms. Perlman held several roles in investment banking retail groups at Barclays Capital, Lehman Brothers, and Credit Suisse First Boston.

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ITEM 1A.    RISK FACTORS.

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The following risk factors should be read carefully in connection with evaluating our business and the forward-looking statements contained in this Annual Report on Form 10-K. Any of the following risks could materially adversely affect our business, our prospects, our operating results, our financial condition, the trading prices of our securities and the actual outcome of matters as to which forward-looking statements are made in this report. Additional risks that we do not yet know of or that we currently think are immaterial may also affect our business operations. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements.

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Risk Factors Relating to Our Wholesale Operations

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The failure to maintain our material license agreements could cause us to lose significant revenues and have a material adverse effect on our results of operations.

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We are dependent on sales of licensed products for a substantial portion of our revenues. In fiscal 2025, net sales of licensed product accounted for 48.0% of our net sales compared to 53.4% of our net sales in fiscal 2024 and 58.6% of our net sales in fiscal 2023.

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We are generally required to achieve specified minimum net sales, make specified royalty and advertising payments and receive prior approval from the licensor as to all design and other elements of each product prior to production. License agreements also may restrict our ability to enter into other license agreements for competing products or acquire businesses that produce competing products without the consent of the licensor. If we do not satisfy any of the material requirements of a license agreement or receive approval with respect to a restricted transaction, a licensor may have the right to terminate our license and seek damages. Even if a licensor does not terminate our license, the failure to achieve net sales sufficient to cover our required minimum royalty payments could have a material adverse effect on our results of operations. If a license contains a renewal option, there are usually minimum net sales and other conditions that must be met in order to be able to renew. If a license does not contain a renewal option, and we desire to renew the license, we must negotiate renewal terms with the licensor. However, even if we comply with all of the terms of a license agreement, we cannot guarantee that we will be able to renew an agreement when it expires even if we desire to do so as a licensor may decide to manufacture the licensed products itself or engage a new licensee for the products. The failure to maintain or renew our material license agreements could cause us to lose significant revenue and have a material adverse effect on our results of operations.

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Any adverse change in our relationship with PVH and its Calvin Klein or Tommy Hilfiger brands, including as a result of the limited extension period of our license agreements for these brands, could have a material adverse effect on our results of operations.

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We have license agreements relating to a variety of products sold under the Calvin Klein and Tommy Hilfiger brands, both of which are owned by PVH. Net sales of products under the Calvin Klein and Tommy Hilfiger brands constituted approximately 34.0% of our net sales in fiscal 2025 and approximately 41.0% of our net sales in fiscal 2024.

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The licenses for Calvin Klein and Tommy Hilfiger products expire on a staggered basis beginning on December 31, 2024 and continuing through December 31, 2027. The licenses for Calvin Klein (Women’s better sportswear) and Calvin Klein Jeans (Women’s jeanswear) expired on December 31, 2024. See the table in “Complementary Portfolio of Licensed Brands” above for information with respect to the current terms of the remaining agreements.

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PVH has indicated publicly that it will produce these Calvin Klein and Tommy Hilfiger products itself once these license agreements expire. Unless we are able to increase the sales of our other products, acquire new businesses and/or enter into other license agreements covering different products, the limited extension period of the amended Calvin Klein and Tommy Hilfiger license agreements could cause a significant decrease in our net sales and have a material adverse effect on our results of operations. As we manage the partnership with PVH through this transition and expiration of the licenses, any adverse change in our relationship could have a material adverse effect on our results of operations.

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Our success is dependent on the strategies and reputation of our licensors.

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We strive to offer our products on a multiple brand, multiple channel and multiple price point basis. As a part of this strategy, we license the names and brands of numerous recognized companies and designers. In entering into these license agreements, we plan our products to be targeted towards different market segments based on consumer demographics, design, suggested pricing and channel of distribution.  In addition to granting us licenses to produce and sell products, our licensors typically produce and sell their own products and may also grant licenses to third parties to produce and sell products.  If any of our licensors decides to “reposition” its products under the brands we license from them, introduce similar products under similar brand names or otherwise change the parameters of design, pricing, distribution, target market or competitive set, we could experience a significant downturn in that brand’s business, adversely affecting our sales and profitability.  Further, we are unable to control the quality of the products produced by our licensors and their other licensees.  If they do not maintain the quality of their goods, the brand image may be adversely affected, which could also affect our sales and profitability.  In addition, as licensed products may be personally associated with designers, our sales of those products could be materially and adversely affected if any of those individuals’ images, reputations or popularity were to be negatively impacted.

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Our business and the success of our products could be harmed if we are unable to maintain or enhance the images of our proprietary brands.

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The growth of our proprietary brands, their favorable images and our customers’ connection to our brands has contributed to our success. Our proprietary brands include DKNY, Donna Karan, Karl Lagerfeld, Karl Lagerfeld Paris, G.H. Bass, Vilebrequin, Sonia Rykiel, Andrew Marc and Wilsons Leather. In addition, brand value is based in part on consumer perceptions of a variety of qualities, including merchandise quality and corporate integrity. Negative claims or publicity regarding G-III, our brands, our products or the failure, on the part of G-III or our employees, to maintain the safety, integrity and ethics standards that we set for our operations, as well as those expected of members of our industry, could adversely affect our reputation and sales regardless of whether such claims are accurate. Social media, which accelerates the dissemination of information, can increase the challenges of responding to negative claims. Social media influencers or other endorsers of our products could engage in behavior that reflects poorly on our brands and may be attributed to us or otherwise adversely affect us. In addition, as certain of our brands may be personally associated with designers, our sales of those products could be materially and adversely affected if any of those individuals’ images, reputations or popularity were to be negatively impacted. Any harm to our brands or reputation could adversely affect our business, results of operations or financial condition.

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Use of social media and influencers may adversely affect our reputation or subject our proprietary brands to fines or other penalties.

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Our proprietary brands use third-party social media platforms as, among other things, marketing tools. We also maintain relationships with social media influencers and engage in collaborations. If we are unable to cost-effectively use social media platforms as marketing tools or if the social media platforms we use change their policies or algorithms, we may not be able to fully optimize such platforms, and our ability to maintain and acquire consumers and our financial condition may suffer. Our relationships with influencers may not have the desired effect, and information posted on social media platforms may be adverse to our reputation or business.

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Additionally, as laws and regulations and public opinion rapidly evolve to govern the use of these platforms and devices, the failure by us, our employees, our network of social media influencers, our sponsors or third parties acting at our direction to abide by applicable laws and regulations in the use of these platforms and devices or otherwise could subject us to regulatory investigations, class action lawsuits, liability, fines or other penalties and have an adverse effect on our business, financial condition, results of operations and prospects.

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If our customers change their buying patterns, request additional allowances, develop their own private label brands or enter into agreements with national brand manufacturers to sell their products on an exclusive basis, our sales to these customers could be materially adversely affected.

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Our customers’ buying patterns, as well as the need to provide additional allowances to customers, could have a material adverse effect on our business, results of operations and financial condition. Strategic initiatives undertaken by our customers, including developing their own private label brands, selling national brands on an exclusive basis or reducing the number of vendors they purchase from, could also impact our sales to these customers. There is a trend among major retailers to concentrate purchasing among a narrowing group of vendors. To the extent that any of our key customers reduces the number of its vendors and, as a result, reduces or eliminates purchases from us, there could be a material adverse effect on us.

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We have significant customer concentration, and a reduction in purchases or the loss of one of our large customers could adversely affect our business.

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Our ten largest customers, all of which are department stores or off price accounts, accounted for approximately 69.6% of our net sales in fiscal 2025, with the Macy’s Inc. group accounting for approximately 18.0% of our net sales in fiscal 2025. TJX Companies accounted for approximately 13.2% of our net sales in fiscal 2025. In addition, sales to Ross Stores accounted for an aggregate of 12.6% of our net sales in fiscal 2025. We expect that these customers will continue to provide a significant percentage of our sales. Reductions in purchases by these customers or other large retailers could adversely affect our sales.

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Sales to customers generally occur on an order-by-order basis that may be subject to cancellation or rescheduling by the customer. A decision by our major customers to decrease the amount of merchandise purchased from us, increase the use of their own private label brands, sell a national brand on an exclusive basis or change the manner of doing business with us could reduce our revenues and materially adversely affect our results of operations. The loss of any of our large customers, the reduction in stores operated by a large customer or the bankruptcy or serious financial difficulty of any of our large customers, could have a material adverse effect on us.

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Risks Relating to Our Retail Operations

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Our retail operations may continue to incur losses if our retail turnaround strategy does not significantly improve the results of operations of our retail business.

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Our retail operations segment reported an operating loss of $14.0 million in fiscal 2025, $30.5 million in fiscal 2024 and $33.6 million in fiscal 2023. Our ongoing plan for our retail operations focuses on the operations of our Karl Lagerfeld Paris and DKNY stores, as well as operating our digital business. If we are not successful in implementing and managing our turnaround strategy with respect to operating our retail business, we may not be able to achieve operating enhancements, sales growth and/or cost reductions or may continue to report operating losses in our retail operations segment, which could adversely impact our business, results of operations and financial condition.

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Leasing of significant amounts of real estate exposes us to possible liabilities and losses.

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All of the stores operated by us are leased. Accordingly, we are subject to all of the risks associated with leasing real estate. Store leases generally require us to pay a fixed minimum rent and a variable amount based on a percentage of annual sales at that location. We generally cannot cancel our leases. If an existing or future store is not profitable, and we decide to close it, we may be committed to perform certain obligations under the applicable lease including, among other things, paying rent for the balance of the applicable lease term. As each of our leases expires, if we do not have a renewal option, we may be unable to negotiate a renewal on commercially acceptable terms, or at all, which could cause us to close stores in desirable locations. In addition, we may not be able to close an unprofitable store due to an existing operating covenant, which may cause us to operate the location at a loss and prevent us from finding a more desirable location.

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Our retail stores are heavily dependent on the ability and desire of consumers to travel and shop. A reduction in the volume of outlet mall traffic could adversely affect our retail sales.

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Substantially all of the stores in our retail operations segment are operated as outlet stores and located in larger premium outlet centers, many of which are located in, or near, vacation destinations or away from large population centers where department stores and other traditional retailers are concentrated. Economic uncertainty, increased fuel prices, travel concerns and other circumstances, which would lead to decreased travel, could have a material adverse effect on sales at our outlet stores. Other factors that could affect the success of our outlet stores include:

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Sales at our outlet stores are derived, in part, from the volume of traffic at the malls where our stores are located. Our outlet stores benefit from the ability of a mall’s other tenants and other area attractions to generate consumer traffic in the vicinity of our stores and the continuing popularity of outlet malls as shopping destinations. Changes in areas around our existing retail locations, including the type and nature of the other retailers located near our stores, that result in reductions in customer foot traffic or otherwise render the locations unsuitable could cause our sales to be less than expected. A reduction in outlet mall traffic as a result of these or other factors could materially adversely affect our business.

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Our digital business faces distinct risks, and our failure to successfully manage this business could have a negative impact on our profitability.

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We are investing in our digital business and seeking to increase the amount of business derived from our digital operations. The successful operation and expansion of our digital business, as well as our ability to provide a positive shopping experience that will generate orders and drive subsequent visits, depends on operating an appealing digital experience and providing an efficient and uninterrupted operation of our order-taking and fulfillment operations. Risks associated with our digital business include:

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Problems in any of these areas could result in a reduction in sales, increased costs and damage to our reputation and brands, which could adversely affect our business and results of operations.

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Risk Factors Relating to the Operation of Our Business

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If we lose the services of our key personnel, or are unable to attract key personnel, our business will be harmed.

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Our future success depends on Morris Goldfarb, our Chairman and Chief Executive Officer, and other key personnel. The loss of the services of Mr. Goldfarb and any negative market or industry perception arising from the loss of his services could have a material adverse effect on us and the market price of our common stock. Our other executive officers have substantial experience and expertise in our business and have made significant contributions to our success. The unexpected loss of services of one or more of these individuals or the inability to attract key personnel could also adversely affect us.

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We have expanded our business through acquisitions and investments that could result in diversion of resources, an inability to integrate acquired operations and extra expenses. This could disrupt our business and adversely affect our financial condition.

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Part of our growth strategy is to pursue acquisitions. Our most recent material acquisition resulted in our owning all of the interests in the parent company of Karl Lagerfeld. The negotiation of potential acquisitions, as well as the integration of acquired businesses, could divert our management’s time and resources. Acquired businesses may not be successfully integrated with our operations or internal control environment. We may not realize the intended benefits of an acquisition or an acquisition may fail to generate expected financial results. We also might not be successful in identifying or negotiating suitable acquisitions, which could negatively impact our growth strategy. If acquisitions disrupt our operations or our internal control environment our business may suffer. We have also expanded our business through minority investments accounted for under both the cost and equity methods of accounting. Our most recent material minority investment was in AWWG, which we account for as an equity method investment as of January 31, 2025. Our minority investments may fail to generate expected financial results which may adversely impact our results of operations through the recognition of our equity in losses incurred by our equity method investees or impairment charges.

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In addition, the process of integrating our existing operations with acquired entities that could potentially have material weaknesses and/or significant deficiencies in their internal control environment may result in unforeseen operating difficulties and may require significant financial resources to remedy any such weaknesses or deficiencies. For example, within the Karl Lagerfeld subsidiary, we identified a material weakness in the operating effectiveness of controls related to information technology general controls over business applications that support our financial reporting processes. Although we concluded that this material weakness did not result in any material misstatements in our financial statements or disclosures, similar material weaknesses and significant deficiencies may be costly for us to remedy and result in material misstatements in our financial statements or disclosure.

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We may need additional financing to continue to grow.

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The continued growth of our business, including as a result of acquisitions, depends on our access to sufficient funds to support our growth. Our primary source of working capital to support the growth of our operations is our ABL Credit Agreement, which was amended and restated in June 2024 to, among other things, extend its maturity date from August 2025 to June 2029. Our growth is dependent on our ability to continue to be able to access and, if necessary, increase this credit facility. The loss of the use of our credit facility or the inability to replace this facility when it expires would materially impair our ability to operate our business. In addition, we may in the future need alternative financing beyond our existing credit facility. We cannot be sure we will be able to secure any such alternative financing on satisfactory terms or at all.

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Our business is highly seasonal.

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Retail sales of apparel have traditionally been seasonal in nature. Historically, our wholesale business has been dependent on our sales during the third and fourth quarters due to the anticipation of the holiday shopping season for our retail customers. Net sales during the third and fourth quarters accounted for approximately 61% of our net sales in fiscal 2025. We are highly dependent on our results of operations during the second half of our fiscal year. Any difficulties we may encounter during this period as a result of weather or disruption of manufacturing or transportation of our products will have a magnified effect on our results of operations for the year.

In addition, because of the large amount of outerwear we sell at both wholesale and retail, unusually warm weather conditions during the peak fall and winter outerwear selling season, including as a result of any change in historical climate patterns, could have a material adverse effect on our results of operations. Our quarterly results of operations for our retail business also may fluctuate based upon such factors as the timing of certain holiday seasons, the number and timing of new store openings, the acceptability of seasonal merchandise offerings, the timing and level of markdowns, store closings and remodels, competitive factors, weather and general economic conditions. The second half of our fiscal year is expected to continue to have a disproportionate effect on our annual results of operations for the foreseeable future.

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Extreme or unseasonable weather conditions could adversely affect our business.

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Extreme weather events and changes in weather patterns can influence customer trends and shopping habits. Extended periods of unseasonably warm temperatures during the fall and winter seasons, or cool weather during the summer season, may diminish demand for our seasonal merchandise. Heavy snowfall, hurricanes or other severe weather events in the areas in which our retail stores and the retail stores of our wholesale customers are located may decrease customer traffic in those stores and reduce our sales and profitability. If severe weather events were to force closure of or disrupt operations at the distribution centers we use for our merchandise, we could incur higher costs and experience longer lead times to distribute our products to our retail stores, wholesale customers or digital channel customers. If prolonged, such extreme or unseasonable weather conditions could adversely affect our business, financial condition and results of operations.

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Our ability to deliver our products to the market could be disrupted if we encounter problems affecting our logistics and distribution systems.

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We rely on distribution facilities operated by us or by third parties to transport, warehouse and ship products to our customers. Our logistic and distribution systems include computer-controlled and automated equipment, which may be subject to a number of risks related to security or computer viruses, the proper operation of software and hardware, power interruptions or other system failures. Substantially all of our products are distributed from a few key locations. Therefore, our operations could be interrupted by travel restrictions, earthquakes, floods, fires, public health crises or other natural disasters affecting our distribution centers. Our business interruption insurance may not adequately protect us from the adverse effects that could be caused by significant disruptions affecting our distribution facilities. In addition, our distribution capacity is dependent on the timely performance of services by third parties, including the transportation of products to and from our distribution facilities. If we encounter problems affecting our distribution system, our ability to meet customer expectations, manage inventory, complete sales and achieve operating efficiencies could be materially adversely affected.

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Supply chain disruptions have adversely affected, and could continue to adversely affect, our ability to import our products in a timely manner and our freight costs.

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In the past, supply chain disruptions have adversely affected our ability to import our product in a timely manner that allowed for timely delivery to our customers, caused elevated inventory levels and resulted in us incurring significant demurrage, labor and storage costs.

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In fiscal 2024, the Panama Canal experienced severe drought conditions which forced the canal to reduce the number of vessels transiting through it on a daily basis by approximately one-third. In addition, conflicts in the Middle East have caused major disruptions to global supply chains by impacting critical shipping routes through the Suez Canal and Red Sea for cargo, adding time and cost to shipments. Transit times have increased to destinations on the East Coast of the United States and Europe, which may result in increased transportation costs.

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In the first half of fiscal 2025, as the conditions at the Panama Canal started improving, port congestion and capacity shortages in Asia began to disrupt container shipping. Transit times and transportation costs have increased to destinations on the East Coast of the United States and Europe. In the second half of fiscal 2025, the global supply chain was also negatively impacted by recent and threatened port strikes on the East Coast of the United States, Gulf Coast and in Canada, as a result of which we have experienced some shipping delays, impacting the timing of inventory receipts. Additional tariffs on Chinese imports have increased costs for importers, which has impacted demand and has affected ocean container shipping due to limited alternatives for moving goods.

Our shipping costs to North America and Europe also continued to increase in the second half of fiscal 2025.

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If we are unable to mitigate these challenges as well as potential future supply chain disruptions, our ability to meet customer expectations, manage inventory and complete sales could be materially adversely affected. In addition, if we are unable to offset higher supply chain costs through product price increases or other measures, our results of operations may be adversely affected.

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Fluctuations in the price, availability and quality of materials used in our products could have a material adverse effect on our cost of goods sold and our ability to meet our customers’ demands.

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Fluctuations in the price, availability and quality of raw materials used in our products could have a material adverse effect on our cost of sales or our ability to meet the demands of our customers. We compete with numerous entities for supplies of materials and manufacturing capacity. Raw materials are vulnerable to adverse climate conditions, animal diseases and natural disasters that can affect the supply and price of raw materials. We may not be able to pass on all or any portion of higher raw material prices to our customers. Future increases in raw material prices could have an adverse effect on our results of operations.

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Any raw material price increase or increase in costs related to the transport of our products could increase our cost of sales and potentially decrease our profitability unless we are able to pass higher prices on to our customers. In addition, if one or more of our competitors is able to reduce its production costs by taking greater advantage of any reductions in raw material prices, favorable sourcing agreements or new manufacturing technologies (which enable manufacturers to produce goods on a more cost-effective basis), we may face pricing pressures from those competitors and may be forced to reduce our prices or face a decline in net sales, either of which could have an adverse effect on our business, results of operations or financial condition.

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If we inadequately protect, maintain and enforce our trademark and other intellectual property rights, or infringe the intellectual property rights of third parties, our business could be harmed.

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Our trademarks and other proprietary rights are important to our success and our competitive position. We may, however, experience conflict with various third parties who acquire or claim ownership rights in certain trademarks. We cannot be sure that the actions we have taken to establish and protect our trademarks and other proprietary rights will be adequate to protect our rights, or that any of our intellectual property will not be challenged or held invalid or unenforceable, and we may not be able to prevent imitation of our products by others or to prevent others from seeking to block sales of our products as a violation of the trademarks and proprietary rights of others. Our failure to protect our trademarks could diminish the value of our brands, and could cause customer or consumer confusion, which could, in turn, adversely affect the validity of our trademarks and our business, results of operations and financial condition.

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In the course of our attempts to expand into foreign markets, we may experience conflicts with various third parties who have acquired ownership rights in certain trademarks, which would impede our use and registration of some of our trademarks. Such conflicts are common and may arise from time to time as we pursue international expansion, such as with the international expansion of our DKNY, Donna Karan, Karl Lagerfeld, Vilebrequin, G.H. Bass, Andrew Marc, Wilsons Leather and Sonia Rykiel businesses. In addition, the laws of certain foreign countries may not protect proprietary rights to the same extent as the laws of the United States. Enforcing rights to our intellectual property may be difficult and expensive, and we may not be successful in combating counterfeit products and stopping infringement of our intellectual property rights, which could make it easier for competitors to capture market share. Counterfeit products may reduce our net sales and may also damage our brands due to their lower quality. If we are unable to protect, maintain or enforce our intellectual property rights against third parties, our business, financial condition and results of operations may be materially adversely affected.

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Furthermore, we cannot be certain that the conduct of our business does not and will not infringe, misappropriate or otherwise conflict with the intellectual property rights of others, and our efforts to enforce our trademark and other intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our trademark and other intellectual property rights. Any action to prosecute, enforce or defend any intellectual property claim, regardless of merit or resolution, could be costly and may divert the efforts and attention of our management and technical personnel.

We may not prevail in such proceedings given the complex technical issues and inherent uncertainties in intellectual property litigation. If we are found to have infringed, misappropriated or otherwise violated rights of third parties, we could be required to pay substantial damages, obtain licenses, cease the manufacture, use or sale of certain intellectual property, or cease making or selling certain products. There can be no assurance that licenses will be available on commercially reasonable terms, if at all. If we are unsuccessful in protecting and enforcing our intellectual property rights, our brands, business, financial condition and results of operations may be materially adversely affected.

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We are subject to the risk that our partners may not generate expected sales or maintain the value of our brands.

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We currently license, and expect to continue licensing, certain of our proprietary rights, such as trademarks, to third parties. If our licensees fail to successfully market and sell licensed products, or fail to obtain sufficient capital or effectively manage their business operations, customer relationships, labor relationships, supplier relationships or credit risks, this could adversely affect our revenues, both directly from reduced royalties received and indirectly from reduced sales of our other products.

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We also rely on our licensees to help preserve the value of our brand. We also engage distributors and agents to market our products and operate stores in certain regions. Although we attempt to protect our brand through approval rights over the design, production processes, quality, packaging, merchandising, distribution, advertising and promotion of our licensed products, we cannot completely control the use of our licensed brand by our licensees. Although we make efforts to police the use of our trademarks by our licensees, we cannot be certain that these efforts will be sufficient to ensure that our licensees abide by the terms of their licenses. In the event that our licensees fail to do so, our trademark rights could be harmed. Moreover, the misuse of our brand by, or negative publicity involving, a licensee, could have a material adverse effect on our brand and on us.

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Risk Factors Relating to the Economy and the Apparel Industry

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Recent and future economic conditions, including volatility in the financial and credit markets, inflation and increases in interest rates, may adversely affect our business.

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Economic conditions have affected, and in the future may adversely affect, the apparel industry and our major customers. Economic conditions have, at times, led to a reduction in overall consumer spending, which could have an adverse impact on sales of our products. A disruption in the ability of our significant customers to access liquidity could cause serious disruptions or an overall deterioration of their businesses which could lead to a significant reduction in their orders of our products and the inability or failure on their part to meet their payment obligations to us, any of which could have a material adverse effect on our results of operations and liquidity. A significant adverse change in a customer’s financial and/or credit position could also require us to sell fewer products to that customer, assume greater credit risk relating to that customer’s receivables or could limit our ability to collect receivables related to previous purchases by that customer. As a result, our reserves for doubtful accounts and write-offs of accounts receivable may increase.

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Inflationary pressures have impacted the entire economy, including our industry. We have experienced increased costs in many aspects of our business, including our product costs and freight. Beginning in fiscal 2023, we have implemented price increases on many of our products in an effort to mitigate the effect of higher costs. In recent years, the historic high rates of inflation, including increased fuel and food prices, have led to a softening of consumer demand and increased promotional activity in our categories. Continued high rates of inflation, including as a result of tariffs, in the future could result in a reduction of consumer demand and increased promotional activity, as well as increases in our operating costs.

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The Federal Reserve increased interest rates several times in fiscal 2024 in response to concerns about inflation, and began to decrease interest rates in fiscal 2025. It is unclear whether the Federal Reserve will reduce, increase or maintain the current rates in the future. Higher interest rates may increase the cost of our borrowing under our revolving credit facility, may increase economic uncertainty and may negatively affect consumer spending. Volatility in interest rates may adversely affect our business or our customers. If the equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms, or at all.

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The cyclical nature of the apparel industry and uncertainty over future economic prospects and consumer spending could have a material adverse effect on our results of operations.

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The apparel industry is cyclical. Purchases of outerwear, sportswear, swimwear, footwear and other apparel and accessories tend to decline during recessionary periods and may decline for a variety of other reasons, including changes in fashion trends and the introduction of new products or pricing changes by our competitors. Uncertainties regarding future economic prospects, including as a result of concerns with respect to the possibility of a recession, the increase in interest rates or inflation, may affect consumer-spending habits and could have an adverse effect on our results of operations. Weak economic conditions have had a material adverse effect on our results of operations at times in the past and could have a material adverse effect on our results of operations in the future as well.

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The competitive nature of our industry may result in lower prices for our products and decreased gross profit margins.

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The apparel business is highly competitive. We have numerous competitors with respect to the sale of apparel, footwear and accessories, including digital websites, distributors that import products from abroad and domestic retailers with established foreign manufacturing capabilities. Many of our competitors have greater financial and marketing resources and greater manufacturing capacity than we do. The general availability of contract manufacturing capacity also allows ease of access by new market entrants. The competitive nature of the apparel industry may result in lower prices for our products and decreased gross profit margins, either of which may materially adversely affect our sales and profitability. Sales of our products are affected by a number of competitive factors including style, price, quality, brand recognition and reputation, product appeal and general fashion trends. In addition, we compete with other companies in the apparel industry on the basis of investments in technology and adapting to changes in technology, including the successful use of data analytics.

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If major department, mass merchant and specialty store chains consolidate, continue to close stores or cease to do business, our business could be negatively affected.

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We sell our products to major department, mass merchant and specialty store chains. Continued consolidation in the retail industry, as well as store closing or retailers ceasing to do business, could negatively impact our business. Various customers of ours, including Macy’s and Kohl’s, have reduced their store footprint and others have filed for bankruptcy in recent years, including the recent bankruptcy filing by Hudson’s Bay Company. Macy’s also continues to confirm its planned closure of 150 stores through 2027. Store closings could adversely affect our business and results of operations. Consolidation could reduce the number of our customers and potential customers. With increased consolidation in the retail industry, we are increasingly dependent on retailers whose bargaining strength may increase and whose share of our business may grow. As a result, we may face greater pressure from these customers to provide more favorable terms, including increased support of their retail margins. As purchasing decisions become more centralized, the risks from consolidation increase. A store group could decide to close stores, decrease the amount of product purchased from us, modify the amount of floor space allocated to apparel in general or to our products specifically or focus on promoting private label products or national brand products for which it has exclusive rights rather than promoting our products. Customers are also concentrating purchases among a narrowing group of vendors. These types of decisions by our key customers could adversely affect our business.

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The effects of war, conflicts in Ukraine and the Middle East, acts of terrorism, natural disasters or public health crises could adversely affect our business and results of operations.

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The conflicts in Ukraine and the Middle East, and the continued threat of terrorism, heightened security measures and military action in response to acts of terrorism or civil unrest has, at times, disrupted commerce and intensified concerns regarding the United States and world economies. The imposition of additional sanctions by the United States and/or foreign governments, as well as the sanctions already in place, could lead to restrictions related to sales and our supply chain for which the financial impact is uncertain. In addition, the continuation or escalation of these wars, including the potential for additional countries to declare war against each other, may lead to further, broader unfavorable macroeconomic implications, including unfavorable foreign exchange rates, increases in fuel prices, food shortages, a weakening of the worldwide economy, lower consumer demand and volatility in financial markets. These implications of the conflicts in Ukraine and the Middle East could have a material adverse effect on our business and our results of operations.

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Any other acts of terrorism or new or extended hostilities may disrupt commerce and undermine consumer confidence, which could negatively impact our sales and results of operations. Similarly, the occurrence of one or more natural disasters, such as hurricanes, fires, floods or earthquakes, or public health crises, could result in the closure of one or more of our distribution centers, our corporate headquarters or a significant number of stores or impact one or more of our key suppliers. These types of events could result in additional increases in energy prices or shortages, the temporary or long-term disruption in the supply of product, disruption in the transport of product from overseas, delay in the delivery of product to our factories, our customers or our stores and disruption in our information and communication systems. Accordingly, these types of events could have a material adverse effect on our business and our results of operations.

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Risks Related to Our International Operations

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We are dependent upon foreign manufacturers.

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We do not own or operate any manufacturing facilities. We also do not have long-term written agreements with any of our manufacturers. As a result, any of these manufacturers may unilaterally terminate its relationship with us at any time. Almost all of our products are imported from independent foreign manufacturers. The failure of these manufacturers to meet required quality standards could damage our relationships with our customers. In addition, the failure by these manufacturers to ship products to us in a timely manner could cause us to miss the delivery date requirements of our customers. The failure to make timely deliveries could cause customers to cancel orders, refuse to accept delivery of products or demand reduced prices.

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Additionally, our arrangements with foreign manufacturers subject us to risks of engaging in business abroad, including currency fluctuations, political or labor instability and potential import restrictions, duties and tariffs. We do not maintain insurance for the potential lost profits due to disruptions of our overseas manufacturers. Because our products are produced abroad, most significantly in China and Vietnam, political or economic instability in China, Vietnam or elsewhere could cause substantial disruption in the business of our foreign manufacturers. In February 2025, the current administration imposed an additional 10% tariff on imports from China beyond the previous 25% tariff that was already in place. In March 2025, the current administration announced plans to impose an additional 10% tariff on certain products imported from China. The current administration has also indicated the potential for additional increases to tariffs on imports into the United States for China as well as other countries. Products sourced from China represented approximately 33.2% of our inventory purchased in fiscal 2025. Products sourced from Vietnam represented approximately 35.2% of our inventory purchased in fiscal 2025. Additional tariffs imposed on products imported by us from China and potentially other countries in our supply chain would increase our costs, require us to increase prices to our customers or, if we are unable to do so, result in lower gross margins on the products sold by us.

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While we source our products from many different manufacturers, we rely on a few manufacturers for a significant amount of our products. In fiscal 2025, we sourced 21.7% and 18.0% of our purchases from two different vendors in Vietnam. In fiscal 2025, we sourced 14.7% of our purchases from one vendor in China. The loss of key vendors or a disruption in receipt of products from key vendors could adversely affect our ability to deliver goods to our customers on time and in the requested quantities.

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We are also dependent on these manufacturers for compliance with our policies and the policies of our licensors and customers regarding labor practices employed by factories that manufacture product for us. Any failure by these manufacturers to comply with required labor standards or any other divergence in their labor or other practices from those generally considered ethical in the United States and the potential negative publicity relating to any of these events, could result in a violation by us of our license agreements, and harm us and our reputation. In addition, a manufacturer’s failure to comply with safety or content regulations and standards could result in substantial liability and harm to our reputation.

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China’s Xinjiang Uyghur Autonomous Region (the “XUAR”) is a significant source of cotton and textiles for the global apparel supply chain. The United States’ Uyghur Forced Labor Prevention Act (“UFLPA”) empowers the United States Customs and Border Protection Agency (the “US CBP”) to withhold release of items produced in whole or in part in the XUAR or produced by companies included on a government-created UFLPA entity list, creating a presumption that such goods were produced using forced labor.

We have established controls designed to preclude sourcing any products or materials from the XUAR (either directly or indirectly through our suppliers), and we prohibit our vendors from doing business with facilities in the XUAR. If any of the vendors from which we purchase goods is found to have dealings, directly or indirectly, with entities operating in the XUAR, our products or materials (including potentially non-cotton materials) could be held or delayed by the US CBP, which could cause delays, impact our inventory levels and adversely affect our ability to timely deliver our products to our customers.

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We have foreign currency exposures relating to buying and selling in currencies other than the U.S. dollar, our functional currency.

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We have foreign currency exposure related to foreign denominated revenues and costs, which must be translated into U.S. dollars. Fluctuations in foreign currency exchange rates may adversely affect our reported earnings and the comparability of period-to-period results of operations. In addition, while certain currencies (notably the Hong Kong dollar and Chinese Renminbi) are currently managed in value in relation to the U.S. dollar by foreign central banks or governmental entities, such conditions may change, thereby exposing us to various risks as a result.

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Certain of our foreign operations purchase products from suppliers denominated in U.S. dollars and Euros, which may expose such operations to increases in cost of goods sold (thereby lowering profit margins) as a result of foreign currency fluctuations. Our exposures are primarily concentrated in the Euro. Changes in currency exchange rates may also affect the relative prices at which we and our foreign competitors purchase and sell products in the same market and the cost of certain items required in our operations. In addition, certain of our foreign operations have receivables or payables denominated in currencies other than their functional currencies, which exposes such operations to foreign exchange losses as a result of foreign currency fluctuations. Such fluctuations in foreign currency exchange rates could have an adverse effect on our business, results of operations and financial condition. We are not currently engaged in any hedging activities to protect against currency risks. If there is downward pressure on the value of the dollar, our purchase prices for our products could increase. We may not be able to offset an increase in product costs with a price increase to our customers.

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We are subject to numerous risks associated with international operations.

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Our ability to capitalize on the potential of our international operations, including to realize the benefits of our DKNY, Donna Karan, Karl Lagerfeld, Vilebrequin and Sonia Rykiel businesses and successfully expand into international markets, is subject to risks associated with international operations. These include:

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We are also subject to general political and economic risks in connection with our international operations, including:

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Changes in regulatory, geopolitical, social or economic policies and other factors may have a material adverse effect on our international business in the future or may require us to exit a particular market or significantly modify our current business practices.

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Risks Related to Cybersecurity, Data Privacy and Information Technology

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Laws on privacy continue to evolve, and place further limits on how we collect or use customer information could adversely affect our business.

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We collect, store and process customer information primarily for marketing purposes and to improve the services we provide. There are numerous laws and regulations regarding privacy and the storage, sharing, use, processing, transfer, disclosure and protection of personal data, the scope of which is changing, subject to differing interpretations, and may be inconsistent between states within a country or between countries. For example, the European Union General Data Protection Regulation (“GDPR”) creates significantly greater compliance burdens and costs for companies with users and operations in the European Economic Area (“EEA”). Under GDPR, fines of up to 20 million Euros or 4% of a company’s annual global revenues, whichever is greater, can be imposed for violations.

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In the United States, the California Consumer Privacy Act (“CCPA”) regulates how we may collect, use, and process personal data of California residents, and provides California residents with certain rights regarding their personal data. Several other states have enacted comprehensive privacy legislation similar to the CCPA. To comply with the U.S. state laws that are applicable to us, we have updated our data processing practices and policies. However, further modifications to our data processing practices and policies may be required as the U.S. state and federal regulatory landscape continues to evolve, which may require us to incur substantial compliance-related costs and expenses.

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Non-compliance with privacy laws and regulations could result in penalties or significant legal liability. Although we make reasonable efforts to comply with all applicable laws and regulations, there can be no assurance that we will not be subject to regulatory action, including fines, in the event of non-compliance. If we fail to comply with applicable laws and regulations, we may be subject to legal exposure, as well as financial and reputational damage, which could impact our business, financial condition and results of operations.

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Any additional limitations imposed on the use of consumer information by federal, state, local or foreign governments, could have an adverse effect on our future marketing activities. Governmental focus on data security and/or privacy may lead to additional legislation or regulations. As a result, we may have to modify our business to further improve data security and privacy compliance, which would result in increased expenses and operating complexity, or in ways that negatively affect our or our third-party service providers’ business, results of operations or financial condition. To the extent our, or our business partners’, security procedures and protection of consumer information prove to be insufficient or inadequate, we may become subject to litigation or other claims, fines, penalties or other obligations, which could expose us to liability and cause damage to our reputation, brand and results of operations.

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We are subject to rules relating to the processing of credit card payments. Failure to comply with these rules could result in an ability to process payments which would adversely affect our retail business.

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Because we process and transmit payment card information, we are subject to the Payment Card Industry (“PCI”) Data Security Standard (the “Standard”), and card brand operating rules (“Card Rules”). The Standard is a comprehensive set of requirements for enhancing payment account data security that was developed by the PCI Security Standards Council to help facilitate the broad adoption of consistent data security measures. We are required by Card Rules to comply with the Standard, and our failure to do so may result in fines or restrictions on our ability to accept payment cards. Under certain circumstances specified in the Card Rules, we may be required to submit to periodic audits, self-assessments or other assessments of our compliance with the Standard. Such activities may reveal that we have failed to comply with the Standard. If an audit, self-assessment or other test determines that we need to take steps to remediate any deficiencies, such remediation efforts may distract the management team of our retail business and require it to undertake disruptive, costly and time-consuming remediation efforts. In addition, even if we comply with the Standard, there is no assurance that we will be protected from a security breach, which may materially affect our reputation and our ability to conduct our business. Further, changes in technology and processing procedures may result in changes to the Card Rules. Such changes may require us to make significant investments in operating systems and technology that may impact our business.

Failure to keep up with changes in technology could result in the loss of business. Failure to comply with the Standard or Card Rules could result in losing certification under the PCI standards and an inability to process payments.

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Our systems, and those of our third-party vendors, containing personal information and payment data of our customers, employees, and other third parties could be breached, which could subject us to adverse publicity, costly government enforcement actions or private litigation, and expenses.

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We rely heavily on information systems to manage operations, including a full range of financial, sourcing, retail and merchandising systems, and regularly make investments to upgrade, enhance or replace these systems. The reliability and capacity of our information systems is critical. The failure of our information technology systems to perform as we anticipate could disrupt our business and could result in transaction errors, processing inefficiencies and the loss of sales and customers, which may have a material adverse effect on our business, financial condition and results of operations to suffer. Despite our preventative efforts (including those described in “Cybersecurity”), our systems are vulnerable from time to time to damage or interruption from, among other things, security breaches, cyber-attacks, computer viruses, ransomware, power outages, fire, natural disasters, systems failures and other technical malfunctions. Increased cyber-security threats pose a potential risk to the security and viability of our information technology systems, as well as the confidentiality, integrity and availability of the data stored on those systems. We have outsourced elements of our IT systems, including to cloud-based solution vendors, and use third-party vendors in other aspects of our operations and, as a result, a number of third-party vendors may or could have access to confidential information. Our third-party vendors have experienced service interruptions and cyber-attacks in the past, and we expect they will continue. If our information technology systems suffer severe damage, disruption or shutdown, by unintentional or malicious actions of employees and contractors or by cyber-attacks, and our business continuity plans do not effectively resolve the issues in a timely manner, we could experience business disruptions, reputational damage, transaction errors, processing inefficiencies, increased overhead costs, excess inventory, product shortages and a loss of important information, causing our business, financial condition and results of operations to be adversely affected. Any disruptions affecting our information systems could have a material adverse impact on the operation of our business. We could also be required to spend significant financial and other resources to remedy the damage caused by a security breach or to repair or replace networks and information systems.  In addition, our ability to continue to operate our business without significant interruption in the event of a disaster or other disruption depends in part on the ability of our information systems to operate in accordance with our disaster recovery and business continuity plans.

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Cyber criminals are constantly devising new, sophisticated schemes to circumvent information technology security safeguards, including through the use of artificial intelligence, and other retailers have suffered serious data security breaches. The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusion, including by computer hackers, foreign governments, and cyber terrorists, has generally increased as the number, intensity, and sophistication of attempted attacks and intrusions from around the world have increased. We may not be able to anticipate all types of security threats, and we may not be able to implement preventive measures effective against all such security threats. The techniques used by cyber criminals change frequently, may not be recognized until launched, and can originate from a wide variety of sources, including outside groups such as external service providers, organized crime affiliates, terrorist organizations, or hostile foreign governments or agencies. It is possible that we or our third-party vendors may experience cybersecurity and other breach incidents that remain undetected for an extended period. Even when a security breach is detected, the full extent of the breach may not be determined immediately. The costs to us to mitigate network security issues, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant.

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We regularly implement business process improvement and information technology initiatives intended to optimize our operational and financial performance. Transitioning to these new or upgraded processes and systems requires significant capital investments and personnel resources. We may also experience difficulties in implementing or operating our new or upgraded business processes or information technology systems, including, but not limited to, ineffective or inefficient operations, significant system failures, system outages, delayed implementation and loss of system availability, which could lead to increased implementation and/or operational costs, loss or corruption of data, delayed shipments, excess inventory and interruptions of operations resulting in lost sales and/or profits.

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While we devote significant resources to network security, backup and disaster recovery, enhanced training and other security measures to protect our systems and data, security measures cannot provide absolute security or guarantee that we will be successful in preventing or responding to every breach or disruption on a timely basis. In addition, due to the constantly evolving nature of security threats, we cannot predict the form and impact of any future incident, and the cost and operational expense of implementing, maintaining and enhancing protective measures to guard against increasingly complex and sophisticated cyber threats could increase significantly. If any of these risks materialize, our reputation and our ability to conduct our business may be materially adversely affected.

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A data security or privacy breach could adversely affect our business.

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We collect, process, transmit and store personal, sensitive and confidential information, including our proprietary business information and that of consumers (including users of our websites) and our wholesale partners, distributors, employees, suppliers and business partners. The protection of customer, employee and company data is critical to us. Customers have a high expectation that we will adequately protect their personal information from cyberattack or other security breaches. A significant breach of customer, employee, or company data could damage our reputation and result in lost sales, fines, or lawsuits. The secure processing, maintenance and transmission of this information is critical to our operations and business strategy. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breaches due to employee error, malfeasance or other disruptions. Any such breach or attack could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen.

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Because the methods used to obtain unauthorized access change frequently and may not be immediately detected, we may be unable to anticipate these methods or promptly implement preventative measures. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, disrupt our operations and the services we provide to customers and damage our reputation, which could adversely affect our business, revenues and competitive position.

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We are also reliant on the security practices of our third-party service providers. We require that third-party service providers implement reasonable security measures to protect our customers’ identity and privacy. We do not, however, control these third-party service providers and cannot guarantee that no electronic or physical computer break-ins and security breaches will occur in the future. The services provided by these third parties have been, and will likely continue to be, subject to the same risk of outages, other failures and security breaches that we are subject to. If these third parties fail to adhere to adequate security practices, or experience a breach of their systems, the data of our employees and customers may be improperly accessed, used or disclosed. Any loss or interruption to our systems or the services provided by third parties, and the other risks from cybersecurity threats, could adversely affect our business, financial condition, or results of operations. Although the aggregate impact of cybersecurity breaches has not been material to date, we have been subject to cybersecurity incidents in the past, including within the last three years, and expect them to continue as cybersecurity threats evolve in sophistication. We cannot provide any assurances that such events will not occur and impacts therefrom will not be material in the future.

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Artificial intelligence presents risks and challenges that can impact our business including by posing security risks to our confidential information, proprietary information, and personal data.

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Issues in the development and use of artificial intelligence, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations. As with many technological innovations, artificial intelligence presents risks and challenges that could impact our business. While we have not currently adopted and integrated generative artificial intelligence tools in our business operations, we may do so in the future for specific use cases reviewed by legal and information security. Our vendors may incorporate generative artificial intelligence tools into their offerings without disclosing this use to us, and the providers of these generative artificial intelligence tools may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection and may inhibit our or our vendors’ ability to maintain an adequate level of service and experience. If we, our vendors, or our third-party partners experience an actual or perceived breach of privacy or security incident because of the use of generative artificial intelligence, we may lose valuable intellectual property and confidential information and our reputation and the public perception of the effectiveness of our security measures could be harmed. Further, bad actors around the world use increasingly sophisticated methods, including the use of artificial intelligence, to engage in illegal activities involving the theft and misuse of personal information, confidential information, and intellectual property.

Any of these outcomes could damage our reputation, result in the loss of valuable property and information, and adversely impact our business.

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Legal and Regulatory Risks

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Changes in trade policies and tariffs imposed by the United States government and the governments of other nations could have a material adverse effect on our business and results of operations.

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Changes in laws and policies governing foreign trade, manufacturing, development and investment in the territories or countries where we currently sell our products or conduct our business could adversely affect our business. U.S. presidential administrations have instituted or proposed changes in trade policies that include the negotiation or termination of trade agreements, the imposition of higher tariffs on imports into the U.S., economic sanctions on individuals, corporations or countries, and other government regulations affecting trade between the U.S. and other countries where we conduct our business. For example, the current administration has imposed tariffs on imports from China and has announced plans to impose broad-based tariffs on imports from many other countries, including Canada, Mexico and countries in the European Union. It may be time-consuming and expensive for us to alter our business operations in order to adapt to or comply with any such changes.

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In addition, changes or proposed changes in the trade policies of the U.S. or other countries may result in restrictions and economic disincentives to international trade. Tariffs and other changes in U.S. trade policy have in the past and could in the future trigger retaliatory actions by affected countries. Certain foreign governments have instituted or are considering imposing retaliatory measures on certain U.S. goods. For example, China has recently implemented tariffs on imports from the United States, in light of the newly imposed tariffs on Chinese goods by the current administration. Further, any emerging protectionist or nationalist trends either in the U.S. or in other countries could affect the trade environment. G-III, similar to other companies that conduct their business internationally, does a significant amount of business that would be impacted by changes to the trade policies of the U.S. and foreign countries (including governmental action related to tariffs, international trade agreements, or economic sanctions). Such changes have the potential to adversely impact the U.S. economy or certain sectors thereof or the economy of another country in which we conduct operations. They could also adversely affect our industry and the global demand for our products, and as a result, our business, financial condition and results of operations could be adversely affected.

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Changes in tax legislation or exposure to additional tax liabilities could impact our business.

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Changes to U.S. and international tax laws could have a negative impact on our results of operations. We operate in many different countries and the tax rates vary by jurisdiction. We may pay additional taxes if tax rates increase in the jurisdictions in which we operate, or laws, regulations or treaties in the jurisdictions in which we operate are modified. Tax returns that we file are also subject to audit by various federal, state and international tax regimes, the resolution of which may also result in us paying more taxes than we had reserved for. We also have many transactions between our subsidiaries. We believe these transactions are at arms-length and that we have the proper transfer pricing documentation in place, but our transfer pricing could be challenged by tax authorities resulting in additional tax liabilities.

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Our future effective tax rate could be adversely affected by a variety of factors, including changes in our business operations, changes in tax laws or rulings, or developments in government tax examinations. A number of countries are actively pursuing fundamental changes to the tax laws applicable to multinational companies. Furthermore, tax authorities may choose to examine or investigate our tax reporting or tax liability, including an examination of our existing transfer pricing policies. Adverse outcomes from examinations may lead to adjustments to our income tax liabilities or provisions for uncertain tax positions.

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In December 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 effective for fiscal 2025. While the rules did not have a material impact on our effective tax rate or financial results for fiscal 2025, we continue to monitor our operations and evolving tax legislation in the jurisdictions in which we operate.

A material change in tax laws or policies, or their interpretation, related to the Pillar Two Model Rules could result in a higher effective tax rate and have an adverse effect on our financial condition, results of operations and cash flows.

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We are required to pay taxes other than income taxes, such as payroll, sales, use, value-added, net worth, property and goods and services taxes, in both the United States and various other jurisdictions. Tax authorities regularly examine these non-income taxes. The outcomes from these examinations, changes in the business, changes in applicable tax rules or other tax matters may have an adverse impact on our results of operations.

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We are subject to significant corporate regulation as a public company and failure to comply with applicable regulations could subject us to liability or negatively affect the market price of our securities.

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As a publicly traded company, we are subject to a significant body of regulation, including the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the listing requirements of the Nasdaq Global Select Market, the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The SEC and Nasdaq regularly propose and adopt new regulatory requirements.

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The internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act may not prevent or detect misstatements because of certain of its limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. As a result, even effective internal controls may not provide reasonable assurances with respect to the preparation and presentation of financial statements. We cannot provide assurance that, in the future, our management will not find a material weakness in connection with its annual review of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We also cannot provide assurance that we could correct any such weakness to allow our management to assess the effectiveness of our internal control over financial reporting as of the end of our fiscal year in time to enable our independent registered public accounting firm to state that such assessment will have been fairly stated in our Annual Report on Form 10-K or state that we have maintained effective internal control over financial reporting as of the end of our fiscal year. Discovery and disclosure of a material weakness in our internal control over financial reporting could have a material impact on our financial statements and could cause the market price of our securities to decline.

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While we have developed and instituted corporate compliance programs and continue to update our programs in response to newly implemented or changing regulatory requirements, we cannot provide assurance that we are or will be in compliance with all potentially applicable corporate regulations. If we fail to comply with any of these regulations, we could be subject to a range of regulatory actions, fines or other sanctions or litigation.

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The national security law implemented in Hong Kong may result in disruptions to our business operations in Hong Kong and additional tariffs and trade restrictions.

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In June 2020, a new security law was put into effect that changes the way Hong Kong has been governed since the territory was handed over by England to China in 1997. This law increases the power of the central government in Beijing over Hong Kong, limits the civil liberties of residents of Hong Kong and could restrict their ability to conduct business in the same way as in the past on a go forward basis. The U.S. State Department has announced the U.S. would no longer consider Hong Kong to have significant autonomy from China which could end some or all of the U.S. government’s special trade and economic relations with Hong Kong. This may result in disruption to our offices and employees located in Hong Kong, as well as the shipment of our products from Hong Kong. The potential disruption to our business operations in Hong Kong and additional tariffs and trade restrictions resulting from this security law, as well as any future additional security laws, could have an adverse impact on our results of operations. In March 2024, Hong Kong passed additional national security legislation. The Company is not yet able to determine the effect, if any, this new security legislation may have on its business or results of operations.

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Other Risks Relating to Ownership of Our Common Stock

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The price of our common stock has fluctuated significantly and could continue to fluctuate significantly.

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Between February 1, 2022 and March 19, 2025, the market price of our common stock has ranged from a low of $11.60 to a high of $36.18 per share. The market price of our common stock may change significantly in response to various factors and events beyond our control, including:

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Our actual financial results might vary from our publicly disclosed financial forecasts.

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From time to time, we have publicly disclosed financial forecasts. Our forecasts reflect numerous assumptions concerning our expected performance, as well as other factors that are beyond our control and that might not turn out to be correct. As a result, variations from our forecasts could be material. Our financial results are subject to numerous risks and uncertainties, including those identified throughout this “Risk Factors” section and elsewhere in this Annual Report on Form 10-K and in the documents incorporated by reference in this Annual Report. If our actual financial results are worse than our financial forecasts or forecasts provided by outside investment analysts, or others, the price of our common stock may decline. Investors who rely on these predictions when making investment decisions with respect to our securities do so at their own risk. We take no responsibility for any losses suffered as a result of such changes in our stock price. We do not have any responsibility to provide financial forecasts going forward or to update any of our forward-looking statements at such times or otherwise.

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We recorded significant charges for the impairment of goodwill during the fourth quarter of fiscal 2023 which caused us to report a net loss for fiscal 2023 and we recorded charges for the impairment of trademarks during the fourth quarter of fiscal 2024 and fiscal 2025. If our trademarks and other intangibles become impaired, we may be required to record additional charges to earnings.

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As of January 31, 2025, we had trademarks and other intangibles in an aggregate amount of $636.0 million, or approximately 26% of our total assets and approximately 38% of our stockholders’ equity. Approximately $390.7 million of our trademarks and other intangibles was recorded in connection with our acquisition of DKNY and Donna Karan and approximately $177.0 million of our trademarks and other intangibles was recorded in connection with our acquisition of Karl Lagerfeld.

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Under accounting principles generally accepted in the United States (“GAAP”), we review our goodwill and other indefinite life intangibles for impairment annually as of January 31 of each fiscal year and when events or changes in circumstances warrant. A significant decline in our stock price and market capitalization or deterioration in our projected results could result in an impairment of our trademarks and/or other intangibles, or any future goodwill. Other events or changes may indicate the carrying value may not be recoverable due to factors such as reduced estimates of future cash flows and profitability, increased cost of debt or slower growth rates in our industry. Estimates of future cash flows and profitability are based on an updated long-term financial outlook of our operations. However, actual performance in the near-term or long-term could be materially different from these forecasts, which could impact future estimates.

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As of January 31, 2023, we were required to record a $347.2 million charge to earnings in our financial statements as our goodwill was determined to be fully impaired as a result of our decline in market capitalization. As of January 31, 2024, we were required to record a $5.9 million charge to earnings in our financial statements as our Sonia Rykiel trademark was determined to be partially impaired as a result of the performance of the brand.

As of January 31, 2025, we were recorded a $7.4 million charge to earnings in our financial statements as our Sonia Rykiel trademark was determined to be fully impaired as a result of the performance of the brand.

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We may be required to record additional significant charges to earnings in our financial statements during a period in which an impairment of our trademarks and other intangible assets is determined to exist which could negatively affect our results of operations and the market price of our securities.

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The focus by stakeholders on corporate responsibility issues, including those associated with environmental, social and governance issues, as well as matters of significance related to sustainability, could result in additional costs or risks and adversely impact our reputation.

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There is a focus from our stakeholders, including consumers, employees and institutional investors, on corporate social responsibility matters, which we refer to as CSR, associated with environmental, social and governance issues and sustainability practices. Although we have disclosed our corporate social responsibility strategy and increased focus on these issues, there can be no assurance that our stakeholders will agree with our strategy or that we will be successful in achieving our goals. If our CSR practices do not meet investor or other industry stakeholder expectations and standards, which continue to evolve, our brands, reputation and customer and employee retention may be negatively impacted. It is possible that stakeholders may not be satisfied with our CSR practices or the speed of adoption. We could also incur additional costs and require additional resources to monitor, report and comply with our CSR practices. In addition, our failure, or perceived failure, to meet the standards included in any sustainability disclosure could negatively impact our reputation, employee retention and the willingness of our customers and suppliers to do business with us.  Our processes and controls for reporting CSR and sustainability matters across our operations and supply chain are evolving along with multiple disparate standards for identifying, measuring, and reporting related metrics, including related disclosures that may be required by the SEC, European and other regulators. Such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future. New government regulations could also result in new or more stringent forms of oversight and expanded mandatory and voluntary reporting, diligence, and disclosure. Failure to comply with governmental regulations, implement our strategy or achieve our goals could result in penalties and/or damage our reputation, causing our investors or consumers to lose confidence in us and our brands, and negatively impact our operations.  

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Risks Related to Our Indebtedness

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Our indebtedness could have a material adverse effect on our financial condition and our ability to obtain financing in the future and to react to changes in our business.

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In fiscal 2025, we amended and restated our ABL Credit Agreement that provides for borrowings of up to $700.0 million, subject to borrowing base availability. In fiscal 2025, we used cash on hand and borrowings from our revolving credit facility to voluntarily redeem the entire $400.0 million principal amount of our Senior Secured Notes. In fiscal 2024, we repaid $125.0 million of debt pursuant to the note issued to LVMH Moet Hennessy Louis Vuitton Inc. (the “LVMH Note”) that constituted a portion of the purchase price for the acquisition of DKNY and Donna Karan.

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Any debt we incur in the future could limit our ability to satisfy our obligations, limit our ability to operate our business and impair our competitive position.

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For example, it could:

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The ABL Credit Agreement imposes significant operating and financial restrictions that may limit our current and future operating flexibility, particularly our ability to respond to changes in the economy or our industry or to take certain actions, which could harm our long term interests and may limit our ability to make payments under the ABL Credit Agreement or satisfy our other obligations.

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The ABL Credit Agreement imposes significant operating and financial restrictions on us. These restrictions limit our ability, among other things, to:

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As a result of these restrictions, we may be:

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A breach of the covenants under the ABL Credit Agreement could result in an event of default under the applicable indebtedness. Such a default, if not cured or waived, may allow creditors to accelerate the related debt and may result in the acceleration of any other debt that is subject to an applicable cross-acceleration or cross-default provision. In addition, an event of default under the ABL Credit Agreement would permit the lenders thereunder to terminate all commitments to extend further credit under that Agreement. Furthermore, if we were unable to repay the amounts due and payable under the ABL Credit Agreement, those lenders could proceed against the collateral securing such indebtedness.

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Our ability to continue to have the necessary liquidity to operate our business may be adversely impacted by a number of factors, including uncertain conditions in the credit and financial markets, which could limit the availability and increase the cost of financing. A deterioration of our results of operations and cash flow resulting from decreases in consumer spending, could, among other things, impact our ability to comply with financial covenants in the ABL Credit Agreement.

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Our historical sources of liquidity to fund ongoing cash requirements include cash flows from operations, cash and cash equivalents, borrowings through our credit facility and equity offerings. The sufficiency and availability of credit may be adversely affected by a variety of factors, including, without limitation, the tightening of the credit markets, including lending by financial institutions who are sources of credit for our borrowing and liquidity; an increase in the cost of capital; the reduced availability of credit; our ability to execute our strategy; the level of our cash flows, which will be impacted by retailer and consumer acceptance of our products and the level of consumer discretionary spending; maintenance of financial covenants included in our ABL Credit Agreement and interest rate fluctuations.

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Interest rates increased in fiscal 2024 and began to decrease in fiscal 2025. It is unclear whether the Federal Reserve will increase, reduce or maintain the current interest rates in fiscal 2026. We cannot predict the future level of interest rates or the effect of interest rates on the availability or aggregate cost of our borrowings. Higher interest rates increase the cost of our borrowings under our revolving credit facility, may increase economic uncertainty and may negatively affect consumer spending. Volatility in interest rates may adversely affect our business or our customers. If interest rates continue to increase or are maintained at their current high level, our capacity to obtain necessary liquidity may be negatively impacted.  We cannot be certain that any additional required financing, whether debt or equity, will be available in amounts needed or on terms acceptable to us, if at all.

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As of January 31, 2025, we were in compliance with the financial covenants in our credit facility. Compliance with these financial covenants is dependent on the results of our operations, which are subject to a number of factors including current economic conditions. The economic environment has at times resulted in lower consumer confidence and lower retail sales. Adverse developments in the economy could lead to reduced consumer spending which could adversely impact our net sales and cash flow, which could affect our compliance with our financial covenants. A violation of our covenants could limit access to our credit facilities. Should such restrictions on our credit facilities and these factors occur, they could have a material adverse effect on our business and results of operations.

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We may not be able to generate sufficient cash to service all of our indebtedness, including the ABL Credit Agreement, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

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Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We cannot assure you that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the ABL Credit Agreement.

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If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. If our operating results and available cash are insufficient to meet our debt service obligations, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them, and these proceeds may not be adequate to meet any debt service obligations then due. Any future refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants which could further restrict our business operations. Additionally, the ABL Credit Agreement will limit the use of the proceeds from any disposition of our assets. As a result, the ABL Credit Agreement may prevent us from using the proceeds from such dispositions to satisfy our debt service obligations.

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Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly.

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The borrowings under the ABL Credit Agreement are at variable rates of interest and expose us to interest rate risk. Our debt service obligations on our variable rate indebtedness have increased in the past, when the Federal Reserve raised interest rates several times in fiscal 2024 in response to concerns about inflation. Our net income and cash flows, including cash available for servicing our indebtedness decreased due to the increase in our debt service obligations. Assuming all revolving loans were fully drawn under the ABL Credit Agreement, each one percentage point change in interest rates would result in a $7.0 million change in annual cash interest expense under the ABL Credit Agreement. Changes in market interest rates may influence our financing costs and could reduce our earnings and cash flows.

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Our credit rating and ability to access well-functioning capital markets are important to our ability to secure future debt financing on acceptable terms. Our credit ratings may not reflect all risks associated with our indebtedness.

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Our access to the debt markets and the terms of such access depend on multiple factors including the condition of the debt capital markets, our operating performance and our credit ratings. These ratings are based on a number of factors including their assessment of our financial strength and financial policies. Our borrowing costs will be dependent to some extent on the rating assigned to our debt. However, there can be no assurance that any particular rating assigned to us will remain in effect for any given period of time or that a rating will not be changed or withdrawn by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating so warrant. Incurrence of additional debt by us could adversely affect our credit rating. Any disruptions or turmoil in the capital markets or any downgrade of our credit rating could adversely affect our cost of funds, liquidity, competitive position and access to capital markets, which could materially and adversely affect our business operations, financial condition and results of operations. In addition, downgrading the credit rating of our debt securities or placing us on a watch list for possible future downgrading would likely have an adverse effect on the market price of our Common Stock.

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ITEM 1B.    UNRESOLVED STAFF COMMENTS.

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None.

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ITEM 1C.    CYBERSECURITY.
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Risk Management and Strategy

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We have robust programs in place for assessing, identifying and managing material risks from cybersecurity threats. Our approach leverages a comprehensive suite of security tools and initiatives, including but not limited to, Managed Security Service Providers, Extended Detection and Response monitoring, internal reporting mechanisms, and advanced detection and monitoring tools. Our information security program is continuously evaluated through internal audits and a range of security exercises, including tabletop simulations, penetration testing, vulnerability assessments and red team exercises. Identified security gaps from these assessments are systematically integrated into our risk remediation processes and incorporated into our security tools and applications to enhance our overall cybersecurity policies and procedures. In addition, we conduct annual Payment Card Industry Data Security Standard compliance reviews and independent third-party penetration testing to ensure our defenses remain resilient and aligned with industry best practices.

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Our global cybersecurity team is composed of multidisciplinary Information Technology (“IT”) professionals from key regions, led by our Global Director of Cybersecurity. This team is responsible for providing comprehensive reporting to executive management and auditors, covering cybersecurity threats, assessments, findings and strategic direction for future improvements.

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We ensure continuous endpoint monitoring in collaboration with a third-party cybersecurity firm. For high or critical severity incidents, rapid response protocols are in place, including isolation, segmentation and forensic analysis by our cybersecurity team. Additionally, we have engaged a dedicated third-party threat hunter to assist in identifying Indicators of Compromise.

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Our Global Director of Cybersecurity leads a quarterly cybersecurity governance meeting, bringing together IT teams from all subsidiaries. This meeting serves as a forum to review ongoing and upcoming security initiatives, regulatory compliance and industry best practices.

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We conduct an annual tabletop exercise facilitated by an external cybersecurity specialist. This exercise simulates various attack scenarios, testing our incident response plans and procedures to ensure effective threat detection, mitigation and remediation. It also evaluates potential business impacts, including business continuity, backup strategies, data protection, compliance, and regulatory requirements such as GDPR, CCPA and PCI. Participants include IT leadership, finance, legal, insurance, and operations teams across all subsidiaries, ensuring a coordinated and well-prepared response to cybersecurity threats.

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Our cybersecurity resilience is further strengthened through annual penetration testing performed by a leading third-party firm. This assessment includes external and internal penetration testing, Wi-Fi security evaluations, social engineering exercises and physical access testing. We leverage a vulnerability management platform to maintain comprehensive asset visibility, systematically identify risks and prioritize remediation efforts. Additionally, all corporate employees with system access must complete annual data protection and cybersecurity training to reinforce security awareness and compliance.

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Our third-party IT vendors undergo independent audits to validate their compliance with System and Organization Controls (“SOC”) 1 and SOC 2 standards. Vendor access to our networks is restricted to the applications necessary for their services. We proactively assess vendor risk using third-party rating tools, quantifying vulnerabilities and engaging vendors in remediation efforts to mitigate potential security threats.

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To further enhance our risk mitigation strategy, we maintain annual cybersecurity insurance policies designed to offset costs associated with covered cybersecurity incidents.

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Governance

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Our board of directors provides comprehensive oversight of enterprise risk management, including information security, technology and cybersecurity threats. The audit committee of our board of directors is responsible for evaluating the adequacy and effectiveness of internal controls, particularly those designed to assess, identify and manage material cybersecurity risks. The audit committee receives quarterly cybersecurity reports from the Chief Information Officer (“CIO”) and cybersecurity team, detailing material risks, threats and mitigation efforts. In the event of a cybersecurity incident, the Global Director of Cybersecurity or senior IT leadership will escalate the issue to the Disclosure Committee, following the Incident Response Plan’s predefined escalation criteria. Security incidents are classified based on severity (Critical, High, Medium), impact, and nature, ensuring efficient risk prioritization, resource allocation and incident response management.

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Our Disclosure Committee includes key executives and senior leadership, including the Executive Vice President, Chief Growth and Operations Officer, Chief Financial Officer, CIO, Senior Vice President of Finance, Senior Vice President of Investor Relations and Treasurer, Senior Vice President of Legal Counsel and Vice President of Legal Counsel. Additionally, it comprises senior representatives from financial reporting, internal audit, financial planning and analysis, and tax functions, ensuring a comprehensive approach to risk oversight and compliance.

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Our CIO has over 28 years of experience leading our technology operations and more than 40 years of expertise in information technology, spanning the banking and fashion apparel industries. Our Global Director of Cybersecurity has over 20 years of experience in information technology, with a specialized focus of more than seven years in cybersecurity, risk management, and compliance. He holds Certified Information Systems Security Professional (“CISSP”) and Certified Ethical Hacker (“CEH”) credentials. Additionally, he serves as a governing body member for the New York Evanta CISO community.

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For further discussion of the risks associated with cybersecurity incidents, see our “Risks Related to Cybersecurity, Data Privacy and Information Technology” under “Risk Factors.”

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ITEM 2.     PROPERTIES.

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Corporate Offices, Showrooms and Distribution Center

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We lease our corporate offices and showrooms, which are located in New York City, New York. At January 31, 2025, the leases on our corporate offices and showrooms covered space of approximately 355,000 square feet and expire in 2034. We also lease a distribution center which is located in Jamesburg, New Jersey. At January 31, 2025, the lease on our distribution center covered space of approximately 583,000 square feet and expires in 2028. The majority of our distribution centers are third-party service providers for which we do not enter into lease agreements.

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Retail Stores

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As of January 31, 2025, we operated 107 Vilebrequin retail stores, 49 DKNY and Karl Lagerfeld Paris stores, 64 Karl Lagerfeld stores and 1 Sonia Rykiel store.

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Most leases for retail stores in the United States require us to pay annual minimum rent plus a contingent rent dependent on the store’s annual sales in excess of a specified threshold. In addition, the leases generally require us to pay costs such as real estate taxes and common area maintenance costs. Retail store leases are typically between three and ten years in duration. Recently, store leases have been for shorter durations with an option to terminate if certain sales levels are not met.

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Our leases expire at varying dates through 2037. Vilebrequin has 59 stores located in Europe, 23 stores located in the United States, 13 stores located in Asia, 9 stores located in Mexico and 3 stores in the Caribbean. DKNY has 12 stores located in the United States and 2 stores located in Europe. Karl Lagerfeld Paris has 31 stores located in the United States and 4 store located in Canada. Sonia Rykiel has 1 store located in Europe. Karl Lagerfeld has 64 stores located in Europe.

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The following table indicates the periods during which our retail leases expire:

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For more information on our leases, please see Note 6 – Leases in the accompanying Notes to our Consolidated Financial Statements in this Annual Report.

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ITEM 3.    LEGAL PROCEEDINGS.

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In the ordinary course of our business, we are subject to periodic claims, investigations and lawsuits. Although we cannot predict with certainty the ultimate resolution of claims, investigations and lawsuits, asserted against us, we do not believe that any currently pending legal proceeding or proceedings to which we are a party will have a material adverse effect on our business, financial condition or results of operations.

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ITEM 4.    MINE SAFETY DISCLOSURES.

Not applicable.

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PART II

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ITEM 5.    MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

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Market For Common Stock

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The Nasdaq Global Select Market is the principal United States trading market for our common stock. Our common stock is traded under the symbol “GIII”.

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On March 19, 2025, there were 15 holders of record and, we believe, approximately 23,300 beneficial owners of our common stock.

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Dividend Policy

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Our Board of Directors (the “Board”) currently intends to follow a policy of retaining any earnings to finance the growth and development of our business. Any future determination as to the payment of cash dividends will be dependent upon our financial condition, results of operations and other factors deemed relevant by the Board.

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Issuer Purchases of Equity Securities

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The following table sets forth the repurchases of shares of our common stock during the fourth quarter of fiscal 2025:

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Performance Graph

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The following Performance Graph and related information shall not be deemed to be “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to the extent that we specifically request that it be treated as soliciting material or incorporate it by reference into such filing.

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The SEC requires us to present a chart comparing the cumulative total stockholder return on our Common Stock with the cumulative total stockholder return of  (i) a broad equity market index and (ii) a published industry index or peer group. This chart compares the Common Stock with (i) the S&P 500 Composite Index and (ii) the S&P 500 Textiles, Apparel and Luxury Goods Index, and assumes an investment of $100 on January 31, 2020 in each of the Common Stock, the stocks comprising the S&P 500 Composite Index and the stocks comprising the S&P 500 Textiles, Apparel and Luxury Goods Index.

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G-III Apparel Group, Ltd.

Comparison of Cumulative Total Return

(January 31, 2020 — January 31, 2025)

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ITEM 6.    [Reserved]

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ITEM 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

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Unless the context otherwise requires, “G-III,” “Company,” “us,” “we” and “our” refer to G-III Apparel Group, Ltd. and its subsidiaries. References to fiscal years refer to the year ended or ending on January 31 of that year. For example, our fiscal year ending January 31, 2025 is referred to as “fiscal 2025.”

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We consolidate the accounts of all of our wholly-owned and majority-owned subsidiaries. Our 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 us through April 16, 2024 and was treated as a consolidated majority-owned subsidiary. Effective April 17, 2024, we acquired the remaining 25% interest in Fabco that we 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 us from May 3, 2024 through July 18, 2024 and was accounted for using the cost method of accounting. Effective July 19, 2024, we acquired an additional 6.6% minority interest in AWWG, increasing our 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. (“KLH”) is a Dutch limited liability company that was 19% owned by us through May 30, 2022 and was accounted for during that time using the equity method of accounting. Effective May 31, 2022, we acquired the remaining 81% interest in KLH that we did not previously own and, as a result, KLH began being treated as a consolidated wholly-owned subsidiary. KL North America B.V. (“KLNA”) is a Dutch joint venture limited liability that was 49% owned by us and 51% indirectly owned by KLH through May 30, 2022 and was accounted for during that time using the equity method of accounting. KLNA operates the Karl Lagerfeld business in the United States, Mexico and Canada. Effective May 31, 2022, KLNA became an indirect wholly-owned subsidiary of us as a result of our acquisition of the remaining 81% interest in KLH we did not previously own. The results of KLH are included in our consolidated financial statements beginning May 31, 2022. All material intercompany balances and transactions have been eliminated.

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Each of Vilebrequin International SA (“Vilebrequin”), a Swiss corporation that is wholly-owned by us, KLH, Fabco, Sonia Rykiel, a Swiss Corporation that is wholly-owned by us, and AWWG report results on a calendar year basis rather than on the January 31 fiscal year basis used by G-III. Accordingly, the results of Vilebrequin, KLH, Fabco, Sonia Rykiel and AWWG are and will be included in our financial statements for the year ended or ending closest to G-III’s fiscal year. For example, for G-III’s fiscal year ended January 31, 2025, the results of Vilebrequin, KLH, Fabco, Sonia Rykiel 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. The results of our previous 49% ownership interest in KLNA and 19% ownership interest in KLH are included for the period from January 1, 2022 through May 30, 2022. Our retail operations segment uses a 52/53-week fiscal year. Our fiscal year ended January 31, 2025 was a 52-week fiscal year for the retail operations segment. Our fiscal year ended January 31, 2024 was a 53-week fiscal year for the retail operations segment. For fiscal 2025 and 2024, the retail operations segment ended on February 1, 2025 and February 3, 2024, respectively. In fiscal 2024, the net sales and operating results generated by the 53rd week of our retail operations segment were not material.

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The following presentation of management’s discussion and analysis of our consolidated financial condition and results of operations should be read in conjunction with our financial statements, the accompanying notes and other financial information appearing elsewhere in this Report.

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A discussion with respect to a comparison of the results of operations of fiscal 2024 compared to the fiscal year ended January 31, 2023 (“fiscal 2023”), other financial information related to fiscal 2023 and information with respect to Liquidity and Capital Resources at January 31, 2023 and for fiscal 2023 is contained under the headings “Results of Operations” and “Liquidity and Capital Resources” in Item 7 of our Annual Report on Form 10-K for the fiscal year ended January 31, 2024.

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Overview

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G-III is a global leader in fashion with expertise in design, sourcing, distribution and marketing, which enables us to fuel growth across a portfolio of over 30 globally recognized owned and licensed brands anchored by our key owned brands DKNY, Donna Karan, Karl Lagerfeld and Vilebrequin as well as other major brands that currently drive our business. We develop product across a diverse range of lifestyle categories which include: outerwear, dresses, sportswear, suit separates, athleisure, jeans, swimwear, as well as handbags, footwear, small leather goods, cold weather accessories and luggage. Our brands are positioned to sell at various price points with global distribution across a diverse mix of channels and geographies to reach a broad range of consumers, with approximately 77% and 23% of our net sales in fiscal 2025 being generated in the United States and internationally, respectively. We also license the use of our trademarks to third parties for product categories and in regions where we believe our licensees’ expertise can better serve our brands.

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Our owned brands include DKNY, Donna Karan, Karl Lagerfeld, Karl Lagerfeld Paris, Vilebrequin, G.H. Bass, Eliza J, Jessica Howard, Andrew Marc, Marc New York, Wilsons Leather and Sonia Rykiel. We have an extensive portfolio of well-known licensed brands, including Calvin Klein, Tommy Hilfiger, Nautica, Halston, Levi’s, Kenneth Cole, Cole Haan, Vince Camuto, Dockers, Champion, Converse and BCBG. Through our licensed team sports business, we have partnerships with the National Football League, National Basketball Association, Major League Baseball, National Hockey League and over 150 U.S. colleges and universities. We also source and sell products to major retailers for their own private label programs.

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Our products are sold through a cross section of leading retailers such as Macy’s, Bloomingdales, Dillard’s, Hudson’s Bay Company, Saks Fifth Avenue, Nordstrom, El Cortes Ingles, Kohl’s, Saks OFF 5TH, TJ Maxx, Marshall’s Ross Stores, Burlington and Costco. We also sell our products using digital channels through retail partners such as macys.com, bloomingdales.com, nordstrom.com and dillards.com, each of which operates significant digital businesses. In addition, we sell to leading online retail partners such as Amazon, Fanatics, Zalando and Zappos.

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We also distribute apparel and other products directly to consumers through our own DKNY, Karl Lagerfeld, Karl Lagerfeld Paris and Vilebrequin retail stores, as well as through our digital sites for our DKNY, Donna Karan, Karl Lagerfeld, Karl Lagerfeld Paris, Vilebrequin, G.H. Bass, Wilsons Leather and Sonia Rykiel brands.

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We operate in fashion markets that are intensely competitive. Our ability to continuously evaluate and respond to changing consumer demands and tastes, across multiple market segments, distribution channels and geographic areas is critical to our success. Although our portfolio of brands is aimed at diversifying our risks in this regard, misjudging shifts in consumer preferences could have a negative effect on our business. Our continued success depends on our ability to design products that are accepted in the marketplace, source the manufacture of our products on a competitive basis and continue to diversify our product portfolio and the markets we serve.

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We believe that consumers prefer to buy brands they know, and we have continually sought to increase the portfolio of name brands we can offer through different tiers of retail distribution, for a wide array of products at a variety of price points. We have increased the portfolio of brands we offer through licenses, acquisitions and joint ventures. It is our objective to continue to expand our product offerings and we are continually discussing new licensing opportunities with brand owners and seeking to acquire established brands.

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Recent Developments

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Repositioning and Expansion of Donna Karan

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We acquired the DKNY and Donna Karan brands, two of the most iconic American fashion brands, in December 2016. We initially repositioned and relaunched DKNY and we have successfully grown the brand. In Spring 2024, we relaunched the Donna Karan brand, which was our most successful launch to date, with new designs supported by powerful ad campaigns. The brand is generating strong profitability for G-III with some of the highest AURs and sell-throughs across our portfolio. Our new Donna Karan product is currently being distributed in the United States through our diversified distribution network, including premier department stores, digital channels and our own Donna Karan website.

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We are focused on several initiatives to continue the momentum. The brand’s relaunch was in North America only, and we expect to invest in growing the brand internationally as well as driving further awareness through marketing and expanding into complementary categories through licensing. Donna Karan is widely considered to be a top fashion brand and is recognized as one of the most famous designer names in American fashion. We believe that the strength of the Donna Karan brand, along with our success with the DKNY brand, demonstrates the potential for our new Donna Karan products.

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Strategic Investment in AWWG

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In May 2024, we acquired a 12.1% minority interest in AWWG for €50.0 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. In July 2024, we acquired an additional 6.6% minority interest in AWWG for €27.1 million ($29.1 million), increasing our total ownership interest to approximately 18.7%. This investment is intended to leverage AWWG’s expertise and provide for synergies to support our international expansion priority through the development of our operational platform in Europe. Additionally, in the intermediate term, we will also work to introduce Hackett and Pepe Jeans in North America and we believe there is potential for both ours and AWWG’s brands to grow in each other’s respective markets as we unlock synergies between our platforms.

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License Agreements

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In fiscal 2025, we entered into two new license agreements, which further complement and diversify our existing portfolio, for (i) adult men’s and women’s apparel under the Converse brand and (ii) women’s apparel under the BCBG brand. In fiscal 2024, we entered into license agreements (i) for women’s apparel under the Nautica brand, (ii) to design and produce all categories of men’s and women’s product for the Halston brand and (iii) to design and produce men’s and women’s outerwear collections for the Champion brand.

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Each of these license agreements include an initial term of five-years with certain renewal options. The products produced under these license agreements are distributed, or expected to be distributed, in North America through our diversified distribution network, including premier department stores, digital channels, as well as other channels. Additionally, our Halston and Converse product is expected to be distributed globally (excluding distribution in Japan for Converse product). First deliveries of our Nautica product began in Spring 2024, and Halston and Champion product began in Fall 2024. First deliveries of our Converse and BCBG products are expected to begin in Fall 2025.

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We believe that significant opportunity exists in the categories subject to these license agreements where we have strong expertise, and the products produced, or expected to be produced, under these license agreements align with G-III’s core competencies.

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Third Amended and Restated ABL Credit Agreement

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In June 2024, we amended and restated our senior secured asset-based revolving credit facility to provide for borrowings in an aggregate principal amount of up to $700.0 million and to extend the maturity date to June 2029. See “Liquidity and Capital Resources—Third Amended and Restated ABL Credit Agreement.”

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Senior Secured Notes Redemption

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In August 2024, we used cash on hand and borrowings from our revolving credit facility to voluntarily redeem the entire $400.0 million principal amount of our 7.875% Senior Secured Notes due 2025 (the “Notes”) at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest.

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Segments

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We report based on two segments: wholesale operations and retail operations.

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Our wholesale operations segment includes sales of products to retailers under owned, licensed and private label brands, as well as sales related to the Karl Lagerfeld and Vilebrequin businesses, including from retail stores operated by Vilebrequin and Karl Lagerfeld, other than sales of product under the Karl Lagerfeld Paris brand generated by our retail stores and digital sites. Wholesale revenues also include royalty revenues from license agreements related to our owned trademarks including DKNY, Donna Karan, Karl Lagerfeld, G.H. Bass, Andrew Marc, Vilebrequin and Sonia Rykiel in product categories we do not produce ourselves.

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Our retail operations segment consists primarily of direct sales to consumers through our company operated stores and product sales through our digital sites for the DKNY, Donna Karan, Karl Lagerfeld Paris, G.H. Bass and Wilsons Leather brands. As of January 31, 2025, our retail operations segment consisted of 49 company operated stores for our DKNY and Karl Lagerfeld Paris brands, substantially all of which are operated as outlet stores in North America.

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Trends Affecting Our Business

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Industry Trends

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Significant trends that affect the apparel industry include retail chains closing unprofitable stores, an increased focus by retail chains and others on expanding digital sales and providing convenience-driven fulfillment options, the continued consolidation of retail chains and the desire on the part of retailers to consolidate vendors supplying them.

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We distribute our products through multiple channels, including online through retail partners such as macys.com, bloomingdales.com, nordstrom.com and dillards.com, each of which operates a significant online business. In addition, we sell to leading online retail partners such as Amazon, Fanatics, Zalando and Zappos. We also distribute apparel and other products directly to consumers through our own DKNY, Karl Lagerfeld and Vilebrequin retail stores, as well as through our digital sites for our DKNY, Donna Karan, Karl Lagerfeld, Karl Lagerfeld Paris, Vilebrequin, G.H. Bass, Wilsons Leather and Sonia Rykiel brands. As sales of apparel through digital channels continue to increase, we are developing additional digital marketing initiatives on both our own web sites and third party web sites and through social media. We are investing in digital personnel, marketing, logistics, planning, distribution and other strategic opportunities to expand our digital footprint.

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A number of retailers have experienced financial difficulties, which in some cases have resulted in bankruptcies, liquidations and/or store closings. The financial difficulties of a retail customer of ours could result in reduced business with that customer. We may also assume higher credit risk relating to receivables of a retail customer experiencing financial difficulty that could result in higher reserves for doubtful accounts or increased write-offs of accounts receivable. We attempt to mitigate credit risk from our customers by closely monitoring accounts receivable balances and shipping levels, as well as the ongoing financial performance and credit standing of customers.

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Retailers are seeking to differentiate their offerings by devoting more resources to the development of exclusive products, whether by focusing on their own private label products or on products produced exclusively for a retailer by a national brand manufacturer. Exclusive brands are only made available to a specific retailer. As a result, customers loyal to their brands can only find them in the stores of that retailer.

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We have attempted to respond to general trends in our industry by continuing to focus on selling products with recognized brand equity, by attention to design, quality and value and by improving our sourcing capabilities. We have also responded with the strategic acquisitions made by us, such as our purchase of the interests not previously owned by us that resulted in Karl Lagerfeld becoming our wholly-owned subsidiary, new license agreements entered into by us, such as our recent license agreements for the Nautica, Halston, Champion, Converse and BCBG brands and investments to accelerate our strategic priorities, such as our investment in AWWG. Our actions added to our portfolio of licensed and proprietary brands and helped diversify our business by adding new product lines and expanding distribution channels. We believe that our broad distribution capabilities help us to respond to the various shifts by consumers between distribution channels and that our operational capabilities will enable us to continue to be a vendor of choice for our retail partners.

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Calvin Klein and Tommy Hilfiger Licenses

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The sale of licensed products is an important part of our business. Net sales of products under the Calvin Klein and Tommy Hilfiger brands constituted approximately 34.0% of our net sales in fiscal 2025 and approximately 41.0% of our net sales in fiscal 2024.

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Our licenses for Calvin Klein and Tommy Hilfiger products expire on a staggered basis beginning on December 31, 2024 and continuing through December 31, 2027. We have the right to request an extension of the Calvin Klein and Tommy Hilfiger licenses for the women’s suits category through December 31, 2029. PVH Corp., the owner of Calvin Klein and Tommy Hilfiger, has indicated publicly that it will produce these products itself once the license agreements expire. Unless we are able to increase the sales of our other products, acquire new businesses and/or enter into other license agreements covering different products, the staggered expirations of the Calvin Klein and Tommy Hilfiger license agreements will cause a significant decrease in our net sales and have a material adverse effect on our results of operations.

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Excluding licenses that we have the right to request a term extension, the Calvin Klein and Tommy Hilfiger licenses that expired in fiscal 2025 or have expirations in our upcoming fiscal 2026 through fiscal 2028 years contributed the following net sales to our total net sales in in fiscal 2025:

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In fiscal 2025, we experienced a $188.4 million decrease in net sales of Calvin Klein and Tommy Hilfiger licensed products which were more than offset by a $254.4 million increase in net sales of our DKNY, Donna Karan and Karl Lagerfeld products. In fiscal 2024, we experienced a $278.4 million decrease in net sales of Calvin Klein and Tommy Hilfiger licensed products which were partially offset by a $139.1 million increase in net sales of our DKNY and Karl Lagerfeld products. Our relaunch of our Donna Karan brand began in Spring 2024 and did not have a significant impact on net sales in fiscal 2024. We also recognize higher gross profit percentages on sales of products under our owned brands. While our recent ability to offset decreases in net sales of Calvin Klein and Tommy Hilfiger licensed products either in full or in part does not guarantee our ability to continue to do so in the future, we believe we will achieve strong growth of our owned brands. We will take strategic actions to mitigate the loss of this business by continuing to develop and expand our owned brands, such as DKNY, Donna Karan and Karl Lagerfeld, through new product lines, marketing initiatives, international growth and executing on digital channel business opportunities. We also seek to expand sales in our go-forward portfolio of licensed brands, including our team sports business, as well as through our recent licenses for the Nautica, Halston and Champion brands that launched in fiscal 2025 and the Converse and BCBG brands that will launch in fiscal 2026.

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Political Environment

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The potential impact of new policies that may be implemented as a result of the new administration is currently uncertain. Any resulting changes in international trade relations, legislation and regulations (including those related to taxation and importation), economic and monetary policies, heightened diplomatic tensions or political and civil unrest, among other potential impacts, could adversely impact the global economy and our operating results.

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Tax Laws and Regulations

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In December 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 effective for fiscal 2025. While these rules did not have a material impact on our effective tax rate or financial results for fiscal 2025, we will continue to monitor our operations and evolving tax legislation in the jurisdictions in which we operate.

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In August 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law which contains several tax-related provisions. Among other effects, the IRA created an excise tax of 1% on stock repurchases by publicly traded U.S. corporations effective after December 31, 2022. The excise tax on common stock repurchases is classified as an additional cost of the stock acquired included in treasury stock in shareholders’ equity. The excise tax did not have a material impact on our results of operations and cash flows as of and for the year ended January 31, 2025.  

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Tariffs, Inflation and Interest Rates

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Recent developments in the U.S. trade policy have introduced uncertainty regarding the future of global trade relations. The current administration has made numerous announcements and taken actions to increase tariffs and impose other trade restrictions regarding imports into the United States. We source all of our products from a global network of independent, third-party manufacturers, primarily located in Asia. Any new or increased tariffs, quotas, embargoes or other trade barriers could impact our supply chain and cost structure. Additionally, retaliatory measures by affected countries could further disrupt our operations or reduce our competitiveness in international markets. We continue to monitor these changing tariffs and trade restrictions. We will attempt to mitigate the impact of new and increased tariffs by working with our long standing vendors to participate in the increased costs, increasing prices where possible and continuing to look for alternative sourcing options.

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Inflationary pressures have impacted the entire economy, including our industry. Recent high rates of inflation, including increased fuel and food prices, have led to a softening of consumer demand and increased promotional activity in the apparel categories we sell. Ongoing inflation may lead to further challenges to increase our sales and may also negatively impact our cost structure and labor costs in the future.

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The Federal Reserve increased interest rates several times in fiscal 2024 in response to concerns about inflation. The Federal Reserve began to decreased interest rates in fiscal 2025, however it is unclear whether the Federal Reserve will reduce, increase or maintain the current rates in the future. Higher interest rates increase the cost of our borrowing under our revolving credit facility, may increase economic uncertainty and may negatively affect consumer spending. Volatility in interest rates may adversely affect our business or our customers. If the equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms, or at all.

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Foreign Currency Fluctuation

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Our consolidated operations are impacted by the relationships between our reporting currency, the U.S. dollar, and those of our non-United States subsidiaries whose functional/local currency is other than the U.S. dollar, primarily the Euro. Volatility in the global foreign currency exchange rates may have a negative impact on the reported results of certain of our non-United States subsidiaries in the future, when translated to the U.S. dollar.

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Supply Chain

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The global supply chain continues to be negatively impacted by various factors, including the ongoing disruptions in the Red Sea, port congestion and capacity shortages in Asia, and the recent and threatened port strikes in the United States, Gulf Coast and Canada.

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Conflicts in the Middle East have caused major disruptions to global supply chains by impacting critical shipping routes through the Suez Canal and Red Sea for cargo, adding time and cost to shipments. Recent strike actions in the United States have caused importers to shift goods from the East Coast to the West Coast creating congestion at West Coast ports, as well as through Canadian ports which are smaller and unable to effectively manage the additional volume. This shift has led to congestion and rail delays within Canada. European ports are also experiencing congestion due to the disruption of timing and arrivals due to Red Sea diversions. This congestion may worsen in the first half of fiscal 2026.

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Although our business has not been significantly impacted by such disruptions, we have experienced shipping delays, impacting the timing of inventory receipts. These delays have not resulted in a significant loss of customer sales. We continue to monitor supply chain challenges and coordinate with our partners to divert or adjust routes and destinations accordingly to ensure timely delivery of our product.

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Additional tariffs on Chinese imports are causing importers to shift production to lower tariff territories further exacerbating ocean carrier’s capacities. These tariffs are increasing costs for importers, impacting demand and affecting ocean container shipping due to limited alternatives for moving goods.

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International Conflicts

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We are monitoring the direct and indirect impacts from the military conflicts in Ukraine and the Middle East. These international conflicts and the continued threat of terrorism, heightened security measures and military action in response to acts of terrorism or civil unrest have disrupted commerce and intensified concerns regarding the United States and world economies. Our sales in Russia, Ukraine and Israel are not material to our financial results. However, the imposition of additional sanctions by the United States and/or foreign governments, as well as the sanctions already in place, could lead to restrictions related to sales and our supply chain for which the financial impact is uncertain. In addition, the continuation or escalation of these international conflicts, including the potential for additional countries to declare war against each other, may lead to further, broader unfavorable macroeconomic conditions, including unfavorable foreign exchange rates, increases in fuel prices, food shortages, a weakening of the worldwide economy, lower consumer demand and volatility in financial markets. The possible effects of these international conflicts could have a material adverse effect on our business and our results of operations.

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Critical Accounting Estimates

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The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Significant accounting policies employed by us, including the use of estimates, are presented in the notes to our consolidated financial statements.

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Critical accounting policies are those that are most important to the portrayal of our financial condition and our results of operations, and require management’s most difficult, subjective and complex judgments, as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our most critical accounting estimates, discussed below, pertain to revenue recognition, accounts receivable, inventories, income taxes, goodwill and intangible assets, impairment of long-lived assets and equity awards. In determining these estimates, management must use amounts that are based upon its informed judgments and best estimates. We continually evaluate our estimates, including those related to customer allowances and discounts, product returns, bad debts and inventories, and carrying values of intangible assets. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions.

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Revenue Recognition

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We recognize revenue in accordance with Accounting Standard Codification (“ASC”) Topic 606 – Revenue From Contracts With Customers (“ASC 606”). Under ASC 606, wholesale revenue is recognized when control transfers to the customer. We consider control to have been transferred when we have transferred physical possession of the product, we have 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. Variable consideration includes trade discounts, end of season markdowns, sales allowances, cooperative advertising, return liabilities and other customer allowances. We estimate the anticipated variable consideration and record this estimate as a reduction of revenue in the period the related product revenue is recognized.

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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. Historical return rates are calculated on a product line basis. The remainder of the historical rates for variable consideration are calculated by customer by product lines.

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We recognize retail sales when the customer takes possession of the goods and tenders payment, generally at the point of sale. Digital revenues from customers through our digital platforms are recognized when the customer takes possession of the goods. Our sales are recorded net of applicable sales taxes.

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Both wholesale revenues and retail store revenues are shown net of returns, discounts and other allowances. We classify cooperative advertising as a reduction of net sales.

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Accounts Receivable

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In the normal course of business, we extend credit to our wholesale customers based on pre-defined credit criteria. Accounts receivable, as shown on our consolidated balance sheet, are net of an allowance for doubtful accounts. In circumstances where we are aware of a specific customer’s inability to meet its financial obligation (such as in the case of bankruptcy filings, extensive delay in payment or substantial downgrading by credit sources), a specific reserve for bad debts is recorded against amounts due 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 date of the financial statements, assessments of collectability based on historical trends and an evaluation of the impact of economic conditions.

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Our financial instruments consist of trade receivables arising from revenue transactions in the ordinary course of business. We consider our trade receivables to consist of two portfolio segments: wholesale and retail trade receivables. Wholesale trade receivables result from credit we extend to our 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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Inventories

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Wholesale inventories and Karl Lagerfeld inventories are stated at the lower of cost (determined by the first-in, first-out method) or net realizable value, which comprises a significant portion of our inventory. Retail and Vilebrequin inventories are stated at the lower of cost (determined by the weighted average method) or net realizable value.

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We continually evaluate the composition of our inventories, assessing slow-turning, ongoing product as well as fashion product from prior seasons. The net realizable value of distressed inventory is based on historical sales trends of our individual product lines, the impact of market trends and economic conditions, expected permanent retail markdowns and the value of current orders for this type of inventory. A provision is recorded to reduce the cost of inventories to the estimated net realizable values, if required.

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Income Taxes

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As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax expense, together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheet.

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Goodwill and Intangible Assets

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ASC Topic 350 – Intangibles – Goodwill and Other (“ASC 350”) requires that goodwill and intangible assets with an indefinite life be tested for impairment at least annually and are required to be written down when impaired. We perform our test in the fourth fiscal quarter of each year, or more frequently, if events or changes in circumstances indicate the carrying amount of such assets may be impaired. Goodwill and intangible assets with an indefinite life are tested for impairment by comparing the fair value of the reporting unit with its carrying value.

We have identified two reporting units, which are wholesale operations and retail operations. Fair value is generally determined using discounted cash flows, market multiples and market capitalization. Significant estimates used in the fair value methodologies include estimates of future cash flows, future short-term and long-term growth rates, weighted average cost of capital and estimates of market multiples of the reportable unit. If these estimates or their related assumptions change in the future, we may be required to record impairment charges for intangible assets with an indefinite life and any future goodwill.

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We perform our annual test for goodwill as of January 31 of each year. The process of evaluating the potential impairment of goodwill is subjective and requires significant judgment at many points during the analysis. The evaluation consists of either using a qualitative approach to determine whether it is more likely than not that the fair value of the assets is less than their respective carrying values or a quantitative impairment test, if necessary. In performing a qualitative evaluation, we consider many factors in evaluating whether the carrying value of goodwill may not be recoverable, including declines in our stock price and market capitalization in relation to our book value and macroeconomic conditions affecting our business. In performing a quantitative evaluation, our first step in the goodwill impairment review is to compare the fair value of the wholesale operations reporting unit to our carrying value. If the fair value of the reporting unit exceeds our carrying value, goodwill is not impaired and no further testing is required.  To estimate the fair value of a reporting unit for the purposes of our annual or periodic analyses, we make estimates and judgments about the future cash flows of that reporting unit. Although our cash flow forecasts are based on assumptions that are consistent with our plans and estimates we are using to manage the underlying businesses, there is significant exercise of judgment involved in determining the cash flows attributable to a reporting unit. In addition, we make certain judgments about allocating shared assets to the estimated balance sheets of our reporting units. We also consider our and our competitor’s market capitalization on the date we perform the analysis. Changes in judgment on these assumptions and estimates could result in a goodwill impairment charge.

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We also perform our annual test for intangible assets with indefinite lives as of January 31 of each year using a qualitative evaluation or a quantitative test using a relief from royalty method, another form of the income approach. The relief from royalty method requires assumptions regarding industry economic factors and future profitability. Critical estimates in valuing intangible assets include future expected cash flows from license agreements, trade names and customer relationships. In addition, other factors considered are the brand awareness and market position of the products sold by the acquired companies and assumptions about the period of time the brand will continue to be used in the combined company’s product portfolio. Management’s estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable.

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If we did not appropriately allocate these components or we incorrectly estimate the useful lives of these components, our computation of amortization expense may not appropriately reflect the actual impact of these costs over future periods, which may affect our results of operations.

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Trademarks having 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.

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We have allocated the purchase price of the companies we acquired to the tangible and intangible assets acquired and liabilities we assumed, based on their estimated fair values. These valuations require management to make significant estimations and assumptions, especially with respect to intangible assets.

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

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Annual Goodwill Impairment Testing

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We performed our annual test of our wholesale reporting unit as of January 31, 2023 by electing to bypass the qualitative assessment and proceed directly to the quantitative impairment test using a discounted cash flows method to estimate the fair value of our wholesale reporting unit. We made this election due to the decline in our market capitalization.

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The fair value of the wholesale reporting unit for goodwill impairment testing was determined using an income approach and validated using a market approach. The income approach was based on discounted projected future (debt-free) cash flows for the reporting unit. The discount rate applied to these cash flows were based on the weighted average cost of capital for the wholesale reporting unit, which takes market participant assumptions into consideration, inclusive of a Company-specific 7.5% risk premium to account for the additional risk of uncertainly perceived by market participants related to our overall cash flows. Estimated future operating cash flows were discounted at a rate of 17.5% to account for the relative risks of the estimated future cash flows. For the market approach, used to validate the results of the income approach method, we 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.

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As a result of our fiscal 2023 annual impairment test, we recorded a $347.2 million non-cash impairment charge during our fourth quarter of fiscal 2023 to fully impair the carrying value of our goodwill, which was included in asset impairments in our consolidated statements of operations and comprehensive income (loss). This impairment charge was recorded to our wholesale operations segment.

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The carrying value of our goodwill was fully impaired in fiscal 2023 as a result of our annual impairment test. There was no new goodwill recognized in fiscal 2024 or fiscal 2025.

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Annual Indefinite-Lived Intangible Assets Impairment Testing

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We performed our annual test of our indefinite-lived trademarks as of January 31, 2025 and January 31, 2024 using a qualitative evaluation or a quantitative impairment test using a relief from royalty method, another form of the income approach. The relief from royalty method requires assumptions regarding industry economic factors and future profitability. Our fiscal 2025 testing determined that the fair value of each of our indefinite-lived intangible assets substantially exceeded its carrying value except for our Sonia Rykiel trademark. As a result of our fiscal 2025 annual impairment test, we recorded a $7.4 million non-cash impairment charge during our fourth quarter of fiscal 2025 to fully impair the carrying value of our Sonia Rykiel trademark, which was included in asset impairments in our consolidated statements of operations and comprehensive income (loss). Our fiscal 2024 testing determined that the fair value of each of our indefinite-lived intangible assets substantially exceeded its carrying value except for our Sonia Rykiel trademark. As a result of our fiscal 2024 annual impairment test, we recorded a $5.9 million non-cash impairment charge during our fourth quarter of fiscal 2024 to partially impair the carrying value of our Sonia Rykiel trademark, which was included in asset impairments in our consolidated statements of operations and comprehensive income (loss). These impairment charges were recorded to our wholesale operations segment.

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Our 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.

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The fair value of our indefinite-lived intangible assets are considered a Level 3 valuation in the fair value hierarchy.

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Impairment of Long-Lived Assets

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All property and equipment and other long-lived assets are reviewed for potential impairment when events or changes in circumstances indicate that the asset’s carrying value may not be recoverable. If such indicators are present, it is determined whether the sum of the estimated undiscounted future cash flows attributable to such assets are less than the carrying value of the assets. A potential impairment has occurred if projected future undiscounted cash flows are less than the carrying value of the assets.

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In fiscal 2025, we 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.

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In fiscal 2024, we recorded a $1.3 million impairment charge primarily related to leasehold improvements, furniture, computer hardware and fixtures and operating lease assets at certain retail stores as a result of their performance.

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Equity Awards

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Restricted Stock Units

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Restricted stock units (“RSUs”) are time based awards that do not have market or performance conditions and generally either (i) cliff vest after three years or (ii) vest over a three year period.  The grant date fair value for RSUs are based on the quoted market price on the date of grant.  Compensation expense for RSUs are recognized in the consolidated financial statements on a straight-line basis over the service period based on their grant date fair value.

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Performance Stock Units

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Performance stock units (“PSUs”) 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. PSUs granted in fiscal 2020 are also subject to a lock up period that prevents the sale, contract to sell or transfer shares for two years subsequent to the date of vesting.  Compensation expense for PSUs are recognized in the consolidated financial statements over the service period under the accelerated attribution method and based on an estimated percentage of achievement of certain pre-established goals.

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Special Performance Stock Units

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Special performance stock units (“SPSUs”) were granted to Morris Goldfarb, our Chairman and Chief Executive Officer, in fiscal 2024 in recognition of the significantly reduced annual incentive cash payments that Mr. Goldfarb voluntarily agreed to under the terms of his new employment agreement entered into in August 2023. These SPSUs 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. For restricted stock units with market conditions, we estimate the grant date fair value using a Monte Carlo simulation model. This valuation methodology utilizes the closing price of our common stock on grant date and several key assumptions, including expected volatility of our stock price, and risk-free rates of return. This valuation is performed with the assistance of a third party valuation specialist. Compensation expense for SPSUs are recognized in the consolidated financial statements over the service period under the accelerated attribution method.

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Results of Operations

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The following table sets forth our operating results both in dollars and as a percentage of our net sales for the fiscal years indicated below:

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Year ended January 31, 2025 (“fiscal 2025”) compared to year ended January 31, 2024 (“fiscal 2024”)

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Net sales for fiscal 2025 increased to $3.18 billion from $3.10 billion in the prior year. Net sales of our segments are reported before intercompany eliminations.

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Net sales of our wholesale operations segment increased to $3.08 billion from $3.01 billion in the comparable period last year. We sell a broad range of products at varying price points and deliver newly designed products each year. In addition, we have certain revenues, primarily from royalty revenues, that are not based on our shipping units of product. In total, our increase in sales was driven by an increase in the number of units we shipped at a slightly lower average price. The increase in net sales of our wholesale operations segment was primarily the result of increases in net sales of $254.4 million of our DKNY, Donna Karan and Karl Lagerfeld products. We also had an increase in net sales of $65.3 million from sales of licensed products for our newly launched Nautica, Halston and Champion brands. The increase in sales of DKNY products was primarily related to performance wear, sportswear and denim categories. The increase in net sales of Donna Karan products was primarily related to dresses, suits and sportswear categories. The increase in sales of Karl Lagerfeld products was primarily related to handbags, sportswear and women’s shoes categories. These increases were partially offset by decreases in net sales of $188.4 million of Calvin Klein and Tommy Hilfiger licensed products, as well as a decrease in net sales of $40.6 million of Guess licensed products as our licenses expired in December 2023. 

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Net sales of our retail operations segment increased to $166.5 million from $148.4 million in the same period last year. The number of retail stores operated by us decreased from 53 at January 31, 2024 to 49 at January 31, 2025. The increase in sales in our retail operations segment was the result of increased sales at our Karl Lagerfeld Paris and DKNY stores. Comparable store sales, which include both stores and digital channels, increased by strong double-digits at our Karl Lagerfeld Paris and DKNY stores compared to the same period in the prior year.

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Gross profit was $1.30 billion, or 40.8% of net sales, for fiscal 2025 compared to $1.24 billion, or 40.1% of net sales, last year. The gross profit percentage in our wholesale operations segment was 39.4% for the year ended January 31, 2025 compared to 38.9% for the year ended January 31, 2024. The gross profit percentage in the current year period was positively impacted by a shift in sales to product related to our owned brands which have no royalty costs, as well as a more favorable product mix. The gross profit percentage in our retail operations segment was 50.4% for the year ended January 31, 2025 compared to 48.1% for the same period last year. The gross profit percentage in our retail operations segment was positively impacted from a better product assortment.

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Selling, general and administrative expenses increased to $969.8 million in fiscal 2025 from $924.2 million in fiscal 2024. Selling, general and administrative expenses of our wholesale operations segment increased to $876.3 million from $826.9 million in the comparable period last year. The increase in expenses was primarily due increases of (i) $21.3 million in advertising expenses, primarily due to the relaunch of the Donna Karan brand and higher spending on the DKNY brand that was partially offset by reduced royalty advertising expenses resulting from lower net sales of licensed product, (ii) $21.5 million in compensation expenses, primarily due to an increase in salaries and share-based compensation expense and (iii) $5.3 million in bad debt expense primarily related to allowances recorded against the outstanding receivables of certain department store customers due to bankruptcy, including Hudson’s Bay Company. Selling, general and administrative expenses of our retail operations segment decreased to $93.5 million from $97.3 million in the comparable period last year. The decrease in expenses was primarily due to decreases of (i) $3.8 million in compensation expenses, primarily due to a decrease in salaries and (ii) $3.1 million in third-party warehouse and facility expenses. These decreases were partially offset by an increase of $3.0 million in advertising expenses.

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Depreciation and amortization was $27.4 million in fiscal 2025 compared to $27.5 million in fiscal 2024. Depreciation and amortization of our wholesale operations segment was $23.0 million in fiscal 2025 compared to $22.5 million in fiscal 2024. Depreciation and amortization of our retail operations segment was $4.5 million in fiscal 2025 compared to $5.0 million in fiscal 2024.    

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In fiscal 2025, we recorded $8.2 million of asset impairments. This charge is primarily comprised of (i) a $7.4 million impairment charge related to our Sonia Rykiel trademark and (ii) a $0.8 million impairment charge related to leasehold improvements and furniture and fixtures at certain stores as a result of their performance. In fiscal 2024, we recorded $6.8 million of asset impairments. This charge is primarily comprised of (i) a $5.9 million impairment charge related to our Sonia Rykiel trademark and (ii) a $1.3 million impairment charge related to leasehold improvements, furniture and fixtures, computer hardware and operating lease assets at certain retail stores as a result of their performance. The annual test of our trademarks resulted in an impairment of the trademark based upon our most recent forecasted results and was impacted by higher interest rates. Asset impairments are recorded primarily in our wholesale operations segment.

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Other loss was $4.4 million in fiscal 2025 compared to other loss of $3.1 million in fiscal 2024. Other loss in the current year period consisted of $3.3 million of foreign currency losses during fiscal 2025 compared to $0.1 million of foreign currency income during fiscal 2024. Additionally, we recorded $1.9 million in losses from unconsolidated affiliates during fiscal 2025 compared to $5.6 million in losses from unconsolidated affiliates in fiscal 2024. In fiscal 2024, other loss also included a $1.0 million gain recorded from the reduction of the earnout liability related to our acquisition of Sonia Rykiel in fiscal 2022.

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Interest and financing charges, net for fiscal 2025, were $18.8 million compared to $39.6 million for fiscal 2024. The decrease in interest and financing charges was primarily due to a $11.3 million decrease in interest charges resulting from the redemption of the entire $400 million principal amount of the Notes in August 2024 that was partially offset by increased interest charges from higher average borrowings under our revolving credit facility in the current year as well as a decrease of $3.8 million in interest charges related to the LVMH Note as a result of the repayment of $125 million in principal of this Note in fiscal 2024. Additionally, we had a $4.2 million increase in investment income from having a larger cash position in fiscal 2025 compared to fiscal 2024. These items were partially offset by a $1.6 million charge to interest expense from extinguished debt issuance costs upon the redemption of the Notes.

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Income tax expense for fiscal 2025 was $76.6 million compared to $65.9 million for the prior year. Our effective tax rate was 28.4% in fiscal 2025 compared to 27.4% in the prior year. The increase in our 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 our foreign exposures.

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Liquidity and Capital Resources

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Cash Availability

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We rely on our cash flows generated from operations, cash and cash equivalents and the borrowing capacity under our revolving credit facility to meet the cash requirements of our business. The cash requirements of our business are primarily related to the seasonal buildup in inventories, compensation paid to employees, occupancy, payments to vendors in the normal course of business, capital expenditures, interest payments on debt obligations and income tax payments.

We have also used cash to repurchase our shares, make strategic investments and redeem the Notes.

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As of January 31, 2025, we had cash and cash equivalents of $181.4 million and availability under our revolving credit facility of approximately $600.0 million. As of January 31, 2025, we were in compliance with all covenants under our revolving credit facility.

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Senior Secured Notes

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In August 2024, we used cash on hand and borrowings from our revolving credit facility 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, we 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 our results of operations.

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Third Amended and Restated ABL Credit Agreement

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On June 4, 2024, our 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. We and certain of our wholly-owned domestic subsidiaries, as well as G-III Apparel Canada ULC (collectively, the “Guarantors”), are guarantors under the Third ABL Credit Agreement.

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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 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.  

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

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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, we are 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.

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The Third ABL Credit Agreement contains covenants that, among other things, restricts our ability to, subject to specified exceptions, incur additional debt; incur liens; sell or dispose of certain assets; merge with other companies; liquidate or dissolve the Company; acquire other companies; make loans, advances, or guarantees; and make certain investments. In certain circumstances, the revolving credit facility also requires us to maintain a fixed charge coverage ratio, as defined in the agreement, not less than 1.00 to 1.00 for each period of twelve consecutive fiscal months. As of January 31, 2025, we were in compliance with these covenants.

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As of January 31 2025, we 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.

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At the date of the refinancing of the Second ABL Credit Agreement, we 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. We incurred new debt issuance costs totaling $3.8 million related to the Third ABL Credit Agreement. We have a total of $5.6 million debt issuance costs related to our 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.

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LVMH Note

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We issued to LVMH, as a portion of the consideration for the acquisition of DKI, a junior lien secured promissory note in favor of LVMH in the principal amount of $125 million (the “LVMH Note”) that bore interest at the rate of 2% per year. $75 million of the principal amount of the LVMH Note was paid on June 1, 2023 and the remaining $50 million of such principal amount was paid on December 1, 2023.

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Unsecured Loans

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Several of our 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 that were part of COVID-19 relief programs. In the aggregate, we are currently required to make quarterly installment payments of principal in the amount of €0.8 million. Interest on the outstanding principal amount of the unsecured loans accrues at a fixed rate equal to 0% to 5.0% per annum, payable on either a quarterly or monthly basis. As of January 31, 2025, we had an aggregate outstanding balance of €5.9 million ($6.2 million) under these various unsecured loans.

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Overdraft Facilities

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During fiscal 2021 and 2025, certain of our 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 us or HSBC Bank. As part of a COVID-19 relief program, certain of our foreign entities 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, 2025, we had no borrowings drawn under these various facilities.

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Foreign Credit Facilities

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KLH has a credit agreement with ABN AMRO Bank N.V. with a credit limit of €15.0 million which is secured by specified assets of KLH. Borrowings bear interest at the Euro Interbank Offered Rate (“EURIBOR”) plus a margin of 1.7%. 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, we had no borrowings under these credit facilities.

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Outstanding Borrowings

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Our primary operating cash requirements are to fund our seasonal buildup in inventories and accounts receivable, primarily during the second and third fiscal quarters each year. Due to the seasonality of our business, we generally reach our peak borrowings under our asset-based credit facility during our third fiscal quarter. The primary sources to meet our operating cash requirements have been borrowings under this credit facility and cash generated from operations.

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We had no borrowings outstanding under our ABL Credit Agreement as of both January 31, 2025 and 2024. We redeemed the entire $400 million principal amount of the Notes in August 2024. We had $400 million in borrowings outstanding under the Notes at January 31, 2024.

Our contingent liability under open letters of credit was approximately $3.0 million at January 31, 2025 and $6.9 million at January 31, 2024. The amount outstanding under the LVMH Note was repaid during fiscal 2024. We had an aggregate of €5.9 million ($6.2 million) and €8.0 million ($8.8 million) outstanding under our various unsecured loans as of January 31, 2025 and January 31, 2024, respectively. We also had no borrowings outstanding and €2.4 million ($2.7 million) outstanding under our overdraft facilities as of January 31, 2025 and January 31, 2024, respectively and no borrowings outstanding and €8.1 million ($8.9 million) outstanding under our foreign credit facilities as of January 31, 2025 and 2024, respectively.

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Share Repurchase Program

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In August 2023, our Board of Directors authorized an increase in the number of shares covered by our share repurchase program to an aggregate amount of 10,000,000 shares. Pursuant to this program, during the year ended January 31, 2025, we acquired 2,209,832 of our shares of common stock for an aggregate purchase price of $60.0 million, excluding excise tax. 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 our loan agreement. Share repurchases may take place on the open market, in privately negotiated transactions or by other means, and would be made in accordance with applicable securities laws. As of January 31, 2025, we had remaining 7,790,168 shares that are authorized for purchase under this program. As of March 19, 2025, we had 43,883,207 shares of common stock outstanding.

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Cash from Operating Activities

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We generated $316.4 million of cash from operating activities in fiscal 2025, primarily as a result of our net income of $193.6 million and decreases of $42.3 million in inventories and $20.0 million in prepaid expenses and other current assets as well as an increase of $50.1 million in accounts payable and accrued expenses. We also generated cash from operating activities as a result of non-cash charges primarily related to depreciation and amortization of $27.4 million and share-based compensation of $28.9 million. These items were offset, in part, by an increase of $62.4 million in accounts receivable.

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Net cash provided by operating activities decreased $271.2 million in fiscal 2025 compared to the prior year. This decrease is primarily driven by an increase in accounts receivable due to higher net sales in this year’s fourth quarter compared to the prior year’s fourth quarter and a smaller reduction in inventories compared to the prior year. Fiscal 2024 and fiscal 2023 experienced elevated inventory levels due to supply chain issues compared to our normalized inventory level in fiscal 2025. These decreases were offset, in part, by an increase in our net income and a reduction in prepaid expenses and other current assets. Our prepaid expenses and other current assets decreased primarily from decreases in prepaid royalties and advertising related to our Calvin Klein licenses, accruals for returns and restocking expenses and the receipt of a refund from a customs examination.

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Cash from Investing Activities

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We used $148.2 million of cash in investing activities during fiscal 2025 primarily as a result of our $84.4 million investment in AWWG and $20.0 million investment in a private retail company. We also used $41.5 million for capital expenditures primarily related to information technology expenditures and fixturing costs at department stores.

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Cash from Financing Activities

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In fiscal 2025, we used $485.5 million of cash in financing activities primarily as a result of $400 million of cash used to redeem the entire principal amount of the Notes. In addition, we used $60.0 million of cash to repurchase 2,209,832 shares of our common stock under our share repurchase program, had net borrowings of $13.6 million under our foreign facilities and $7.6 million for taxes paid in connection with net share settlements of stock grants that vested.

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Financing Needs

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We believe that our cash on hand and cash generated from operations, together with funds available under the ABL Credit Agreement, are sufficient to meet our expected operating and capital expenditure requirements. We may seek to acquire other businesses in order to expand our product offerings. We may need additional financing in order to complete one or more acquisitions. We cannot be certain that we will be able to obtain additional financing, if required, on acceptable terms or at all.

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Recent Accounting Pronouncements

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See Note 1.19 – Effects of Recently Adopted and Issued Accounting Pronouncements in the accompanying notes to our consolidated financial statements in this Annual Report on Form 10-K for a description of recently adopted accounting pronouncements and issued accounting pronouncements that we believe may have an impact on our consolidated financial statements when adopted.

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Tabular Disclosure of Contractual Obligations

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As of January 31, 2025, our contractual obligations were as follows (in millions):

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ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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Foreign Currency Exchange Rate Risks and Commodity Price Risk

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We negotiate substantially all our purchase orders with foreign manufacturers in United States dollars. Thus, notwithstanding any fluctuation in foreign currencies, our cost for any purchase order is not subject to change after the time the order is placed. However, if the value of the United States dollar against local currencies were to decrease, manufacturers might increase their United States dollar prices for products.

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Our sales from the non-U.S. operations could be affected by currency fluctuations, primarily relating to the Euro. We cannot fully anticipate all of our currency exposures and therefore foreign currency fluctuations may impact our business, financial condition, and results of operations. However, we believe that the risks related to these fluctuations are not material due to the low volume of transactions by us that are denominated in currencies other than the U.S. dollar.

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Inflationary factors such as increases in the cost of our products and overhead costs may adversely affect our operating results. We have experienced increased costs in many aspects of our business due to the historic high rates of inflation in recent years. Beginning in fiscal 2023, we have implemented price increases on many of our products in an effort to mitigate the effect of higher costs. We expect inflationary pressures to continue in fiscal 2026. See our “Risk Factors Relating to the Operation of our Business” and “Risk Factors Relating to the Economy and the Apparel Industry” contained under “Risk Factors.”

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Interest Rate Exposure

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We are subject to market risk from exposure to changes in interest rates relating to our ABL Credit Agreement. We borrow under this credit facility to support general corporate purposes, including capital expenditures and working capital needs. The U.S. Federal Reserve Board increased interest rates several times in fiscal 2024 and began to decrease interest rates in fiscal 2025. It is unclear whether the Federal Reserve will reduce, increase or maintain the current interest rates in fiscal 2026. Additional increases in interest rates, or the continuation of the current rates, by the Federal Reserve will result in increases in our interest expense under our ABL Credit Agreement.

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The Federal Reserve began to reduce interest rates in fiscal 2025. Based on our borrowings under our ABL Credit Agreement during the year ended January 31, 2025, our incremental interest expense would have increased by approximately $0.2 million if our borrowing rates remained at their highest level during fiscal 2025.

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ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

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Financial statements and supplementary data required pursuant to this Item begin on page F-1 of this Report.

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ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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None.

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ITEM 9A.    CONTROLS AND PROCEDURES.

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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, 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.

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Material Weakness in Internal Control

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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.

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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.

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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.

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Remediation Measures

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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.

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Changes in Internal Control over Financial Reporting

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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.

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Management’s Report on Internal Control over Financial Reporting

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Management is responsible for establishing and maintaining an adequate system of internal control over our financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, management has conducted an assessment, including testing, using the criteria on Internal Control — Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. 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.

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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. 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. Management 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. 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.

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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. 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.

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ITEM 9B.    OTHER INFORMATION.

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Insider Adoption or Termination of Trading Agreements

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During the three months ended January 31, 2025, no director or officer of the Company informed us of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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ITEM 9C.    DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

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None.

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PART III

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ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

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We have adopted a code of ethics and business conduct, or Code of Ethics and Conduct, which applies to all of our employees, our principal executive officer, principal financial officer, principal accounting officer controller and persons performing similar functions. Our Code of Ethics and Conduct is located on our Internet website at www.g-iii.com under the heading “Corporate Governance.” Any amendments to, or waivers from, a provision of our Code of Ethics and Conduct that apply to our principal executive officer, principal financial officer, principal accounting officer, controller and persons performing similar functions will be disclosed on our Internet website within five business days following such amendment or waiver. The information contained on or connected to our Internet website is not incorporated by reference into this Form 10-K and should not be considered part of this or any other report we file with or furnish to the Securities and Exchange Commission.

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The information required by Item 401 of Regulation S-K regarding directors is contained under the heading “Proposal No. 1 — Election of Directors” in our definitive Proxy Statement (the “Proxy Statement”) relating to our Annual Meeting of Stockholders to be held on or about June 12, 2025, to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934 with the Securities and Exchange Commission, and is incorporated herein by reference. For information concerning our executive officers, see “Business — Information About Our Executive Officers” in Item 1 in this Form 10-K.

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The information required by Item 405 of Regulation S-K is contained under the heading “Delinquent Section 16(a) Reports” in our Proxy Statement and is incorporated herein by reference. The information required by Items 407(c)(3), (d)(4), and (d)(5) of Regulation S-K is contained under the heading “Corporate Governance” in our Proxy Statement and is incorporated herein by reference.

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ITEM 11.    EXECUTIVE COMPENSATION.

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The information required by this Item 11 is contained under the headings “Executive Compensation” and “Compensation Committee Report” in our Proxy Statement and is incorporated herein by reference.

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ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

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Security ownership information of certain beneficial owners and management as called for by this Item 12 is incorporated by reference to the information set forth under the heading “Beneficial Ownership of Common Stock by Certain Stockholders and Management” in our Proxy Statement.

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Equity Compensation Plan Information

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The following table provides information as of January 31, 2025, the last day of fiscal 2025, regarding securities issued under G-III’s equity compensation plans that were in effect during fiscal 2025.

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ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

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The information required by this Item 13 is contained under the headings “Certain Relationships and Related Transactions” and “Corporate Governance” in our Proxy Statement and is incorporated herein by reference.

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ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES.

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The information required by this Item 14 is contained under the heading “Principal Accounting Fees and Services” in our Proxy Statement and is incorporated herein by reference.

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PART IV

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ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

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The Financial Statements and Financial Statement Schedules are listed in the accompanying index to consolidated financial statements beginning on page F-1 of this report. All other schedules, for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions, are shown in the financial statements or are not applicable and therefore have been omitted.

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Exhibits:

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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, 10.3, 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.

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*     Filed herewith.

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**   Exhibits 32.1 and 32.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. 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.

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ITEM 16.    FORM 10-K SUMMARY.

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Not applicable.

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SIGNATURES

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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

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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