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[Form 4] G III APPAREL GROUP LTD /DE/ Insider Trading Activity

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

G-III Apparel Group CEO Morris Goldfarb reported equity award vesting and related tax withholding. On June 15, 2026, 234,405 Performance Stock Units vested, each converting into one share of common stock. These PSUs were granted on April 27, 2023 and were tied to three-year cumulative earnings before interest and taxes and three-year average return on invested capital for fiscal 2024 through fiscal 2026.

The company achieved 150% of both performance metrics over this period, triggering full PSU vesting. In connection with the vesting of these 234,405 PSUs and 104,180 previously granted restricted stock units, 187,238 shares were withheld to satisfy tax obligations, which is a non-market, tax-withholding disposition. Following these transactions, Goldfarb directly owns 4,299,433 shares of common stock, with additional indirect holdings reported through family trusts, a family foundation, a family partnership, and his spouse.

Positive

  • None.

Negative

  • None.

Insights

Routine performance-based vesting with tax withholding; no open-market trading.

The filing shows Morris Goldfarb receiving 234,405 shares through vesting of Performance Stock Units after G-III Apparel achieved 150% of both cumulative EBIT and ROIC targets for fiscal 2024–2026. This is compensation-related, not an open-market purchase.

To cover taxes on the PSU and RSU vesting, 187,238 shares were withheld, classified as an F-code tax-withholding disposition, which does not reflect discretionary selling. After these events, Goldfarb directly holds 4,299,433 shares, plus indirect family and trust holdings, indicating a substantial continuing equity stake.

Because the activity is largely mechanical compensation vesting and tax settlement, with no exercise of options or discretionary share sales, it is best viewed as an administrative update to insider ownership rather than a signal of changing sentiment.

Insider GOLDFARB MORRIS
Role CEO
Type Security Shares Price Value
Grant/Award Common Stock, Par Value $.01 Per Share 234,405 $0.00 --
Tax Withholding Common Stock, Par Value $.01 Per Share 187,238 $34.63 $6.48M
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 — 4,299,433 shares (Direct, null); Common Stock, Par Value $.01 Per Share — 200,000 shares (Indirect, Arlene Goldfarb 2012 Delaware Trust)
Footnotes (1)
  1. Consists of the vesting of 234,405 Performance Stock Units ("PSUs"), each representing a contingent right to receive one share of common stock of G-III Apparel Group, Ltd., granted on April 27, 2023, subject to the satisfaction of two metrics: (i) three-year cumulative earnings before interest and taxes and (ii) three-year average return on invested capital during the three-year performance period of fiscal 2024 through fiscal 2026 (the "Performance Period"). The Company achieved 150% of both metrics during the Performance Period. Represents shares withheld to satisfy the Reporting Person's tax obligation in connection with the vesting of 234,405 PSUs and 104,180 restricted stock units ("RSUs"). The grant of the RSUs was reported on the Form 4 filed May 1, 2023.
PSUs vested 234,405 shares Performance Stock Units vesting on June 15, 2026
Performance achievement 150% of both metrics EBIT and ROIC targets over fiscal 2024–2026
Tax-withheld shares 187,238 shares Withheld to satisfy tax obligations on PSU and RSU vesting
Related RSUs 104,180 units Restricted stock units referenced in tax-withholding footnote
Direct holdings after transactions 4,299,433 shares Common stock directly owned by Morris Goldfarb
Family foundation holdings 140,258 shares Indirect ownership via The Morris and Arlene Goldfarb Family Foundation
Spouse holdings 29,666 shares Indirect ownership through spouse
Morris Goldfarb 2012 Trust 200,000 shares Indirect trust holdings reported
Performance Stock Units financial
"Consists of the vesting of 234,405 Performance Stock Units ("PSUs"), each representing a contingent right to receive one share"
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.
restricted stock units financial
"vesting of 234,405 PSUs and 104,180 restricted stock units ("RSUs"). The grant of the RSUs was reported"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
cumulative earnings before interest and taxes financial
"subject to the satisfaction of two metrics: (i) three-year cumulative earnings before interest and taxes and (ii) three-year average"
return on invested capital financial
"two metrics: (i) three-year cumulative earnings before interest and taxes and (ii) three-year average return on invested capital during"
A percentage that shows how effectively a company turns the money invested in its business—both borrowed funds and shareholders’ equity—into operating profit after taxes. It tells investors whether a company earns more from its core operations than it costs to fund those operations; think of it like the annual return you’d expect from renovating a rental property—higher percentages mean the company uses capital more efficiently and is more likely to create value for shareholders.
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition", "transaction_code_description": "Payment of exercise price or tax liability"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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 NEW YORK 10018
(City)(State)(Zip)
UNITED STATES
(Country)		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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock, Par Value $.01 Per Share06/15/2026A234,405(1)A$04,299,433D
Common Stock, Par Value $.01 Per Share06/15/2026F187,238(2)D$34.634,112,195D
Common Stock, Par Value $.01 Per Share200,000IArlene Goldfarb 2012 Delaware Trust
Common Stock, Par Value $.01 Per Share166,750IGoldfarb Family Partners, LLC
Common Stock, Par Value $.01 Per Share200,000IMorris Goldfarb 2012 Delaware Trust
Common Stock, Par Value $.01 Per Share29,666ISpouse
Common Stock, Par Value $.01 Per Share140,258IThe Morris And Arlene Goldfarb Family Foundation
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Consists of the vesting of 234,405 Performance Stock Units ("PSUs"), each representing a contingent right to receive one share of common stock of G-III Apparel Group, Ltd., granted on April 27, 2023, subject to the satisfaction of two metrics: (i) three-year cumulative earnings before interest and taxes and (ii) three-year average return on invested capital during the three-year performance period of fiscal 2024 through fiscal 2026 (the "Performance Period"). The Company achieved 150% of both metrics during the Performance Period.
2. Represents shares withheld to satisfy the Reporting Person's tax obligation in connection with the vesting of 234,405 PSUs and 104,180 restricted stock units ("RSUs"). The grant of the RSUs was reported on the Form 4 filed May 1, 2023.
/s/ Morris Goldfarb06/17/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

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

Morris Goldfarb reported vesting of 234,405 Performance Stock Units that converted into common shares. He also reported shares withheld to cover taxes on these PSUs and 104,180 restricted stock units, along with updated direct and indirect ownership positions across several family-related entities.

What performance goals triggered Morris Goldfarb’s PSUs at G-III Apparel (GIII)?

The PSUs vested based on three-year cumulative earnings before interest and taxes and three-year average return on invested capital for fiscal 2024–2026. G-III Apparel achieved 150% of both metrics over this performance period, causing 234,405 PSUs granted in April 2023 to vest in full.

How many G-III Apparel (GIII) shares were withheld for Morris Goldfarb’s taxes?

A total of 187,238 G-III Apparel shares were withheld to satisfy Morris Goldfarb’s tax obligations. This withholding related to the vesting of 234,405 PSUs and 104,180 restricted stock units, and is recorded as an F-code tax-withholding disposition, not an open-market sale.

How many G-III Apparel (GIII) shares does Morris Goldfarb directly own after this Form 4?

Following the PSU vesting and related tax-withholding shares, Morris Goldfarb directly owns 4,299,433 G-III Apparel common shares. The Form 4 also lists additional indirect ownership through a family foundation, family trusts, a family partnership, and his spouse’s holdings.

Were there any open-market buys or sells by G-III Apparel (GIII) CEO in this filing?

No open-market buys or sells are reported. The filing shows an A-code acquisition from vesting of 234,405 PSUs and an F-code disposition of 187,238 shares for tax withholding related to PSU and RSU vesting, which are compensation and tax events rather than discretionary trades.

What indirect G-III Apparel (GIII) holdings tied to Morris Goldfarb are disclosed?

Indirect holdings are reported through The Morris and Arlene Goldfarb Family Foundation, Goldfarb Family Partners LLC, the Morris Goldfarb 2012 Delaware Trust, the Arlene Goldfarb 2012 Delaware Trust, and his spouse. Each entry lists common stock positions, reflecting family- and entity-level ownership structures.