G-III Apparel (NASDAQ: GIII) CEO's 840K-share PSU vests
Rhea-AI Filing Summary
G III APPAREL GROUP LTD (GIII) reported that CEO and director Morris Goldfarb had 840,000 shares of common stock delivered on August 18, 2026 upon vesting of previously granted Performance Stock Units after a stock price condition was achieved and a 20% TSR-based upward adjustment was applied. In connection with this vesting, 464,520 shares were withheld at $33.72 per share to satisfy his tax obligation. Separate entries show indirect holdings of common stock through various family trusts, a family partnership, a spouse, and a family foundation.
Positive
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Negative
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Insights
Analyzing...
Insider Trade Summary
Net Buyer: 375,480 shares
Net Buy
7 txns
Insider
GOLDFARB MORRIS
Role
CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock, Par Value $.01 Per Share F1 | 840,000 | $0.00 | $0.00 |
| Tax Withholding | Common Stock, Par Value $.01 Per Share F2 | 464,520 | $33.72 | $15.66M |
| holding | Common Stock, Par Value $.01 Per Share | -- | -- | -- |
| holding | Common Stock, Par Value $.01 Per Share | -- | -- | -- |
| holding | Common Stock, Par Value $.01 Per Share | -- | -- | -- |
| holding | Common Stock, Par Value $.01 Per Share | -- | -- | -- |
| holding | Common Stock, Par Value $.01 Per Share | -- | -- | -- |
Holdings After Transaction:
Common Stock, Par Value $.01 Per Share — 4,487,675 shares (Direct);
Common Stock, Par Value $.01 Per Share — 200,000 shares (Indirect, Arlene Goldfarb 2012 Delaware Trust);
Common Stock, Par Value $.01 Per Share — 166,750 shares (Indirect, Goldfarb Family Partners, LLC);
Common Stock, Par Value $.01 Per Share — 200,000 shares (Indirect, Morris Goldfarb 2012 Delaware Trust);
Common Stock, Par Value $.01 Per Share — 29,666 shares (Indirect, Spouse);
Common Stock, Par Value $.01 Per Share — 140,258 shares (Indirect, The Morris And Arlene Goldfarb Family Foundation)
Footnotes (2)
- F1. Reflects vesting of Performance Stock Units ("PSUs") granted on August 9, 2023 and October 17, 2023, representing a target award of 700,000 shares of G-III Apparel Group, Ltd. (the "Company") common stock, subject to satisfaction of one of two stock price performance conditions during the performance period from August 9, 2023 through August 9, 2026, as adjusted by a total shareholder return ("TSR") modifier providing for a maximum 20% upward or downward adjustment based on the Company's TSR relative to the TSR of certain comparator companies during the performance period. On August 18, 2026, the Compensation Committee certified that one of the stock price performance conditions was achieved, resulting in the target number of shares under the PSU being earned, and that application of the TSR modifier resulted in a 20% upward adjustment of the number of shares deliverable under the PSU, resulting in a total of 840,000 shares being earned under the PSUs.
- F2. Represents shares withheld to satisfy the Reporting Person's tax obligation in connection with the 840,000 shares earned under the PSUs described above.
Key Figures
PSU target award: 700,000 shares of common stock
TSR modifier range: maximum 20% upward or downward adjustment
Shares earned under PSUs: 840,000 shares
+5 more
8 metrics
PSU target award
700,000 shares of common stock
Target number of shares under Performance Stock Units granted August 9, 2023 and October 17, 2023
TSR modifier range
maximum 20% upward or downward adjustment
Adjustment to PSU shares based on Company TSR relative to comparator companies
Shares earned under PSUs
840,000 shares
Total shares earned after performance condition achieved and 20% TSR upward adjustment
Shares withheld for taxes
464,520 shares
Shares withheld to satisfy tax obligation on 840,000 PSU shares
Withholding price per share
$33.72 per share
Value used for shares withheld to cover tax obligation
Indirect holding – Arlene Goldfarb 2012 Delaware Trust
200,000 shares
Common stock held indirectly through Arlene Goldfarb 2012 Delaware Trust
Indirect holding – Goldfarb Family Partners, LLC
166,750 shares
Common stock held indirectly through Goldfarb Family Partners, LLC
Indirect holding – Family Foundation
140,258 shares
Common stock held indirectly through The Morris And Arlene Goldfarb Family Foundation
Key Terms
Performance Stock Units, total shareholder return, TSR modifier, tax obligation
4 terms
Performance Stock Units financial
"Reflects vesting of Performance Stock Units ("PSUs") granted on August 9, 2023"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
TSR modifier financial
"application of the TSR modifier resulted in a 20% upward adjustment"
tax obligation financial
"Represents shares withheld to satisfy the Reporting Person's tax obligation"
FAQ
What equity award vested for GIII CEO Morris Goldfarb in this Form 4?
On August 18, 2026, 840,000 shares of GIII common stock were earned by Morris Goldfarb upon vesting of Performance Stock Units granted in 2023, after achievement of a stock price performance condition and application of a 20% TSR-based upward adjustment.
What was the original target size of the GIII Performance Stock Unit award?
The Performance Stock Units granted to Morris Goldfarb in 2023 represented a target award of 700,000 shares of G-III common stock, subject to stock price performance conditions and a total shareholder return (TSR) modifier over the August 9, 2023 to August 9, 2026 performance period.
Over what period were the GIII PSU performance conditions measured?
The stock price performance conditions and TSR modifier for the GIII Performance Stock Units were measured over the performance period from August 9, 2023 through August 9, 2026, relative to certain comparator companies’ total shareholder return.
What types of indirect GIII holdings are reported for Morris Goldfarb?
Indirect holdings reported include GIII common stock held through the Arlene Goldfarb 2012 Delaware Trust, the Morris Goldfarb 2012 Delaware Trust, Goldfarb Family Partners, LLC, shares held by his spouse, and by The Morris And Arlene Goldfarb Family Foundation.
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