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Tax withholding trims PVH (NYSE: PVH) EVP’s restricted stock stake

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

Rhea-AI Filing Summary

PVH CORP. executive Erik W. Graf, EVP and Controller, reported routine share dispositions tied to tax withholding rather than market sales. On the vesting of 228 and 1,085 restricted stock units, a total of 413 shares of common stock were withheld to cover his tax obligations at $90.74 per share.

After these tax-withholding transactions, Graf directly owns 12,610 shares of PVH common stock, which includes 10,664 shares subject to unvested restricted stock unit awards. These events reflect standard equity compensation mechanics and do not represent open‑market buying or selling activity.

Positive

  • None.

Negative

  • None.
Insider Graf Erik W.
Role EVP, Controller
Type Security Shares Price Value
Tax Withholding Common Stock, $1 par value 72 $90.74 $7K
Tax Withholding Common Stock, $1 par value 341 $90.74 $31K
Holdings After Transaction: Common Stock, $1 par value — 12,951 shares (Direct)
Footnotes (1)
  1. Represents shares withheld to satisfy the Reporting Person's tax obligations in connection with the vesting of 228 restricted stock units. The restricted stock units previously were reported as directly owned shares. Includes 11,749 shares of Common Stock subject to unvested awards of restricted stock units. Represents shares withheld to satisfy the Reporting Person's tax obligations in connection with the vesting of 1,085 restricted stock units. The restricted stock units previously were reported as directly owned shares. Includes 10,664 shares of Common Stock subject to unvested awards of restricted stock units.
Shares withheld for taxes 413 shares Tax-withholding dispositions tied to RSU vesting on April 10, 2026
Tax withholding price $90.74 per share Value used for shares withheld to satisfy tax obligations
Post-transaction holdings 12,610 shares PVH common stock directly owned by Erik W. Graf after transactions
Unvested RSU-related shares 10,664 shares Common stock subject to unvested restricted stock unit awards
restricted stock units financial
"Represents shares withheld to satisfy the Reporting Person's tax obligations in connection with the vesting of 228 restricted stock units."
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.
tax-withholding disposition financial
"transaction_action: "tax-withholding disposition" and code F for payment of 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.
Common Stock, $1 par value financial
"security_title: "Common Stock, $1 par value" for the reported transactions"
unvested awards financial
"Includes 10,664 shares of Common Stock subject to unvested awards of restricted stock units."
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*
Graf Erik W.
(Last)(First)(Middle)
285 MADISON AVENUE
(Street)
NEW YORK NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
PVH CORP. /DE/ [ PVH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Controller
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/10/2026		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, $1 par value04/10/2026F72(1)D$90.7412,951(2)D
Common Stock, $1 par value04/10/2026F341(3)D$90.7412,610(4)D
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. Represents shares withheld to satisfy the Reporting Person's tax obligations in connection with the vesting of 228 restricted stock units. The restricted stock units previously were reported as directly owned shares.
2. Includes 11,749 shares of Common Stock subject to unvested awards of restricted stock units.
3. Represents shares withheld to satisfy the Reporting Person's tax obligations in connection with the vesting of 1,085 restricted stock units. The restricted stock units previously were reported as directly owned shares.
4. Includes 10,664 shares of Common Stock subject to unvested awards of restricted stock units.
Remarks:
/s/ Erik W. Graf04/14/2026
** 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 did PVH (PVH) executive Erik W. Graf report in this Form 4?

Erik W. Graf reported that 413 PVH shares were withheld to cover tax obligations upon vesting of restricted stock units. These are tax-withholding dispositions, not open-market sales, and arise from the company’s equity compensation program.

How many PVH (PVH) shares were withheld for Erik W. Graf’s taxes?

A total of 413 PVH common shares were withheld to satisfy Erik W. Graf’s tax obligations. The shares relate to vesting of 228 and 1,085 restricted stock units, with the withheld stock valued at $90.74 per share.

Does this PVH (PVH) Form 4 show Erik W. Graf selling shares on the market?

No, the Form 4 shows shares withheld to pay taxes, not open-market sales. The transactions are coded as tax-withholding dispositions, where the company retains shares instead of the executive selling them in the market.

How many PVH (PVH) shares does Erik W. Graf hold after these transactions?

Following the tax-withholding entries, Erik W. Graf directly holds 12,610 PVH common shares. This total includes 10,664 shares underlying unvested restricted stock unit awards that remain subject to vesting conditions.

What restricted stock unit activity is disclosed for PVH (PVH) executive Erik W. Graf?

The filing notes vesting of 228 and 1,085 restricted stock units for Erik W. Graf. To cover associated tax obligations, 413 shares were withheld, and the units had previously been reported as directly owned common stock equivalents.

How many unvested restricted stock units does Erik W. Graf have at PVH (PVH)?

After the reported vesting events, Erik W. Graf has 10,664 PVH common shares subject to unvested restricted stock unit awards. These units represent future share delivery, contingent on meeting the company’s vesting conditions.