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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported)
June
24, 2026
PVH
CORP.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-07572 |
|
13-1166910 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
| 285 Madison Avenue, New York, New York |
|
10017 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code (212)-381-3500
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Common Stock, $1 par value |
|
PVH |
|
New York Stock Exchange |
| 4.125% Senior Notes due 2029 |
|
PVH29 |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Item 1.01. Entry into a Material Definitive
Agreement; Item 1.02 Termination of a Material Definitive Agreement; Item 2.03 Creation of a Direct Financial Obligation or an Obligation
Under an Off-Balance Sheet Arrangement of a Registrant.
On June
24, 2026 (the “Closing Date”), PVH Corp. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”)
by and among the Company, PVH B.V., a Dutch private limited liability company with its corporate seat in Amsterdam and a wholly owned
subsidiary of the Company (the “Euro Borrower”), certain other subsidiaries of the Company from time to time party thereto,
the lenders party thereto from time to time, and Bank of America, N.A. as administrative agent.
The
following is a description of the material terms of the Credit Agreement:
The
Credit Agreement consists of (a) a €400,000,000 euro-denominated term loan A facility (the “Euro TLA Facility”) and (b)
a US$1,500,000,000 multicurrency revolving credit facility (the “Revolving Credit Facility” and the loans incurred thereunder,
“Revolving Loans”) for Revolving Loans denominated in U.S. dollars, euros, Canadian dollars, Japanese yen, pounds sterling,
Swiss francs or other agreed foreign currencies. The Euro Borrower is the borrower under the Euro TLA Facility. The Company and the Euro
Borrower are borrowers under the Revolving Credit Facility.
On the
Closing Date, the Euro Borrower borrowed €400,000,000 tranche A euro term loans under the Euro TLA Facility. The proceeds of such
borrowing were used by the Company to repay in full the outstanding loans and other obligations under the Credit Agreement (the “Existing
Credit Agreement”), dated as of December 9, 2022 (as amended, restated, supplemented or otherwise modified from time to time prior
to the Closing Date) among the Company, the Euro Borrower, certain other subsidiaries of the Company, certain financial institutions party
thereto and Barclays Bank PLC as administrative agent. The Existing Credit Agreement and all outstanding commitments thereunder were terminated
in connection with such repayment.
The
Revolving Credit Facility includes amounts available for letters of credit. A portion of the Revolving Credit Facility is also available
for the making of swingline loans. The issuance of such letters of credit and the making of any swingline loan reduces the amount available
under the Revolving Credit Facility. So long as certain conditions are satisfied, the Company may add one or more term loan facilities
or increase the commitments under any of the Revolving Credit Facilities by an aggregate amount not to exceed US$1,500,000,000. The lenders
under the Credit Agreement are not required to provide commitments with respect to such additional facilities or increased commitments.
The
obligations of the Euro Borrower under the Credit Agreement are guaranteed by the Company.
The
Euro TLA Facility and the Revolving Credit Facilities will mature on June 24, 2031. The terms of the Euro TLA Facility require the Company
to repay quarterly amounts outstanding under such facility, commencing with the quarter ending September 30, 2026. Such amounts will equal
2.50% per annum of the principal amount outstanding on the Closing Date paid in equal installments and subject to certain customary adjustments,
with the balance due on the maturity date of the TLA Facility.
The
outstanding borrowings under the Credit Agreement are prepayable at any time without penalty (other than customary breakage costs). The
United States dollar-denominated borrowings under the Credit Agreement bear interest at a rate per annum equal to, at the Company’s
option, either a base rate or a term SOFR rate, in each case calculated in a manner set forth in the Credit Agreement, plus an applicable
margin.
The
euro-denominated Euro TLA Facility and Revolving Facility borrowings under the Credit Agreement bear interest at a rate per annum equal
to a EURIBOR rate and the euro-denominated swing line borrowings under the Credit Agreement bear interest at a rate per annum equal to
an ESTR rate, in each case calculated in a manner set forth in the Credit Agreement, plus in each case an applicable margin.
The
pound sterling-denominated borrowings under the Credit Agreement bear interest at a rate per annum equal to a SONIA rate, calculated in
a manner set forth in the Credit Agreement, plus in each case an applicable margin.
The
Swiss franc-denominated borrowings under the Credit Agreement bear interest at a rate per annum equal to a SARON rate, calculated in a
manner set forth in the Credit Agreement, plus in each case an applicable margin.
The
yen-denominated borrowings under the Credit Agreement bear interest at a rate per annum equal to a TIBOR rate, calculated in a manner
set forth in the Credit Agreement, plus in each case an applicable margin.
The
Canadian dollar-denominated borrowings under the Credit Agreement bear interest at a rate per annum equal to, at the Company’s option,
either a Canadian base rate or a term CORRA rate, in each case calculated in a manner set forth in the Credit Agreement, plus an applicable
margin.
The
initial applicable margin with respect to each Revolving Credit Facility will be 1.0% for loans bearing interest at the term SOFR rate,
EURIBOR rate, term CORRA rate, SONIA rate or SARON rate or ESTR rate and 0% for loans bearing interest at the base rate or Canadian prime
rate, respectively. The initial applicable margin with respect to the Euro TLA Facility will be 1.125%. After the date of delivery of
the compliance certificate and financial statements with respect to the Company’s fiscal quarter ending on or about August 1, 2027,
the applicable margin for borrowings under the Euro TLA Facility and each Revolving Credit Facility will be subject to adjustment based
upon the Company’s net leverage ratio and/or public debt rating (as more fully described in the Credit Agreement).
The
Credit Agreement requires the Company to comply with customary affirmative and negative covenants. The Credit Agreement requires the Company
to maintain a maximum net leverage ratio. The method of calculating all of the components used in such financial covenant is set forth
in the Credit Agreement.
The
Credit Agreement contains customary events of default, including but not limited to, nonpayment; material inaccuracy of representations
and warranties; violations of covenants; certain bankruptcies and liquidations; cross-default to material indebtedness; certain material
judgments; certain events related to the Employee Retirement Income Security Act of 1974, as amended; and a change in control (as defined
in the Credit Agreement).
The
foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01. Financial Statements And Exhibits.
(d)
Exhibits.
| Exhibit No. |
|
Description of Exhibit |
| 10.1 |
|
Credit Agreement, dated as of June 24, 2026, among PVH Corp., PVH B.V. certain subsidiaries of PVH Corp. from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent. |
| 104 |
|
Cover Page Interactive Data File
(embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 29, 2026 |
PVH CORP. |
| |
|
| |
By: |
/s/ Mark D. Fischer |
| |
|
Mark D. Fischer |
| |
|
Executive Vice President, General Counsel and Secretary |
