PVH Corp (PVH) insider updates holdings after RSU tax share withholding

Rhea-AI Filing Summary

PVH Corp executive vice president, general counsel and secretary Mark D. Fischer reported a routine stock transaction involving tax withholding on restricted stock units. On 12/16/2025, 129 shares of PVH common stock were withheld at $72.93 per share to cover taxes due on an outstanding restricted stock unit award.

After this transaction, Fischer beneficially owns 24,606 shares of PVH common stock directly, which include 8,212 shares subject to restricted stock unit awards, and an additional 709.7363 shares indirectly through a 401(k) plan. The explanation notes he is retirement eligible and must pay current taxes because he can accelerate vesting of the award by leaving employment on or after December 31, 2025.

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

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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^*

FISCHER MARK D

(Last) (First) (Middle)

C/O PVH CORP.

285 MADISON AVENUE

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PVH CORP. /DE/ [ PVH ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, General Counsel & Sec.

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025

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, $1 par value	12/16/2025		F		129(1)	D	$72.93	24,606(2)	D
Common Stock, $1 par value								709.7363	I	By 401(k) Plan

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. Represents the withholding of shares of stock subject to an award of restricted stock units to pay taxes associated with the award. The Reporting Person is retirement eligible and is required to pay taxes currently due to his right to accelerate the vesting of this award by leaving his employment at any time on or after December 31, 2025. The restricted stock units were reported as directly owned shares at the time they were granted.

2. Includes 8,212 shares of Common Stock subject to awards of restricted stock units.

Remarks:

	/s/ Mark D. Fischer	12/18/2025
	** 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).
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.

FAQ

What insider transaction did PVH (PVH) report for Mark D. Fischer on 12/16/2025?

The filing shows that PVH executive vice president, general counsel and secretary Mark D. Fischer had 129 shares of PVH common stock withheld on 12/16/2025 to pay taxes related to a restricted stock unit award, at a price of $72.93 per share.

How many PVH (PVH) shares were withheld for taxes in this Form 4?

The Form 4 reports that 129 shares of PVH common stock were withheld with transaction code F, which indicates shares were used to satisfy tax withholding obligations tied to an equity award.

How many PVH (PVH) shares does Mark D. Fischer own after the reported transaction?

Following the reported withholding, Mark D. Fischer beneficially owns 24,606 shares of PVH common stock directly, including 8,212 shares subject to restricted stock unit awards, plus 709.7363 shares indirectly through a 401(k) plan.

What is the nature of Mark D. Fischer’s indirect ownership of PVH (PVH) shares?

The filing shows an indirect holding of 709.7363 PVH common shares listed as owned "By 401(k) Plan", reflecting shares credited to his retirement plan account.

Why were PVH (PVH) shares withheld from Mark D. Fischer’s restricted stock unit award?

The explanation states the 129 shares represent withholding to pay taxes on a restricted stock unit award. Because Fischer is retirement eligible and can accelerate vesting by leaving employment on or after December 31, 2025, he is required to pay the related taxes currently.

How are Mark D. Fischer’s restricted stock units in PVH (PVH) reflected in the Form 4?

The explanation notes that the restricted stock units were reported as directly owned shares when granted, and the 24,606 directly owned shares figure now includes 8,212 shares subject to restricted stock unit awards.