G-III Apparel Group (GIII) CEO moves 1M shares out of 2024 GRATs

Rhea-AI Filing Summary

G-III Apparel Group CEO and director Morris Goldfarb reported several internal share transfers of company common stock dated December 10, 2025. He moved 64,083 shares at $0 per share from his direct holdings to The Morris and Arlene Goldfarb Family Foundation, with his direct stake at 2,988,081 shares immediately after that transfer.

He then withdrew 500,000 shares from each of the Morris Goldfarb 2024 GRAT JG and Morris Goldfarb 2024 GRAT LF grantor retained annuity trusts in exchange for promissory notes. The table shows each 500,000-share transaction at $31.21 per share, and the explanation states that each promissory note’s principal equals the average of that day’s high and low sales prices multiplied by the withdrawn shares. In total, 1,000,000 shares moved from the 2024 GRATs into his direct ownership, which totaled 3,988,081 shares after these transactions, alongside additional indirect holdings through family trusts, the family foundation, a family partnership and his spouse.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GOLDFARB MORRIS

(Last) (First) (Middle)

C/O G-III APPAREL GROUP, LTD.

512 SEVENTH AVENUE

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
G III APPAREL GROUP LTD /DE/ [ GIII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, Par Value $.01 Per Share	12/10/2025		G		64,083	D	$0	2,988,081	D
Common Stock, Par Value $.01 Per Share	12/10/2025		G		64,083	A	$0	140,258	I	The Morris And Arlene Goldfarb Family Foundation
Common Stock, Par Value $.01 Per Share	12/10/2025		J		500,000(1)	D	$31.21	0	I	MORRIS GOLDFARB 2024 GRAT JG
Common Stock, Par Value $.01 Per Share	12/10/2025		J		500,000(1)	A	$31.21	3,488,081	D
Common Stock, Par Value $.01 Per Share	12/10/2025		J		500,000(1)	D	$31.21	0	I	MORRIS GOLDFARB 2024 GRAT LF
Common Stock, Par Value $.01 Per Share	12/10/2025		J		500,000(1)	A	$31.21	3,988,081	D
Common Stock, Par Value $.01 Per Share								200,000	I	Arlene Goldfarb 2012 Delaware Trust
Common Stock, Par Value $.01 Per Share								166,750	I	Goldfarb Family Partners, LLC
Common Stock, Par Value $.01 Per Share								29,666	I	Spouse
Common Stock, Par Value $.01 Per Share								0	I	Morris Goldfarb 2025 GRAT JG
Common Stock, Par Value $.01 Per Share								0	I	Morris Goldfarb 2025 GRAT LF
Common Stock, Par Value $.01 Per Share								200,000	I	Morris Goldfarb 2012 Delaware Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 1. Effective December 10, 2025, Mr. Goldfarb withdrew 500,000 shares of common stock from each of the Morris Goldfarb 2024 GRAT JG and the Morris Goldfarb 2024 GRAT LF, each of which is a grantor retained annuity trust for the benefit of himself and his children, in exchange for promissory notes. The principal amount of each promissory note is equal to the average of the high and low sales prices of G-III Apparel Group Ltd.'s common stock on such date, multiplied by the number of shares of common stock withdrawn from the corresponding GRAT.

	/s/ Morris Goldfarb	12/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did G-III (GIII) CEO Morris Goldfarb report?

Morris Goldfarb reported multiple transactions in G-III common stock on December 10, 2025. He transferred 64,083 shares at $0 per share from his direct holdings to The Morris and Arlene Goldfarb Family Foundation and executed two 500,000-share withdrawals from 2024 grantor retained annuity trusts, with those shares recorded as acquired into his direct ownership.

How many G-III (GIII) shares were withdrawn from the 2024 GRATs?

The report shows that 500,000 shares of G-III common stock were withdrawn from the Morris Goldfarb 2024 GRAT JG and 500,000 shares from the Morris Goldfarb 2024 GRAT LF, for a total of 1,000,000 shares moved out of those grantor retained annuity trusts.

What price per share was used for the G-III (GIII) GRAT withdrawals?

Each 500,000-share transaction involving the Morris Goldfarb 2024 GRAT JG and 2024 GRAT LF is shown at a price of $31.21 per share. The explanation notes that the principal of each related promissory note equals the average of the high and low sales prices of G-III common stock on that date, multiplied by the number of withdrawn shares.

How many G-III (GIII) shares does Morris Goldfarb own directly after these transactions?

After the December 10, 2025 transactions, Morris Goldfarb is shown as directly owning 3,988,081 shares of G-III Apparel Group common stock.

Which related entities hold additional G-III (GIII) shares for Morris Goldfarb?

Indirect holdings listed include The Morris and Arlene Goldfarb Family Foundation (140,258 shares after the reported acquisition), the Arlene Goldfarb 2012 Delaware Trust (200,000 shares), Goldfarb Family Partners, LLC (166,750 shares), his spouse (29,666 shares) and the Morris Goldfarb 2012 Delaware Trust (200,000 shares, among others noted as holding zero after the reported transactions).

What does the explanation say about the promissory notes used in the G-III (GIII) GRAT transactions?

The explanation states that, effective December 10, 2025, Mr. Goldfarb withdrew 500,000 shares of common stock from each of the Morris Goldfarb 2024 GRAT JG and 2024 GRAT LF in exchange for promissory notes, and that the principal amount of each note equals the average of the high and low sales prices of G-III common stock on that date, multiplied by the number of withdrawn shares.