STOCK TITAN

PVH (PVH) EVP uses 690 shares to cover RSU tax obligations

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

Rhea-AI Filing Summary

PVH Corp. executive Mark D. Fischer, EVP, General Counsel & Secretary, reported routine share dispositions tied to restricted stock unit vesting. On the vesting of 544 and 872 restricted stock units, a total of 690 common shares were withheld at $90.74 per share to satisfy tax obligations, rather than sold in the open market. After these tax-withholding transactions, Fischer holds 27,263 PVH common shares directly and 710.5059 shares indirectly through a 401(k) plan, with the filing noting that thousands of additional shares are subject to unvested restricted stock unit awards.

Positive

  • None.

Negative

  • None.
Insider FISCHER MARK D
Role EVP, General Counsel & Sec.
Type Security Shares Price Value
Tax Withholding Common Stock, $1 par value 265 $90.74 $24K
Tax Withholding Common Stock, $1 par value 425 $90.74 $39K
holding Common Stock, $1 par value -- -- --
Holdings After Transaction: Common Stock, $1 par value — 27,688 shares (Direct); Common Stock, $1 par value — 710.506 shares (Indirect, By 401(k) Plan)
Footnotes (1)
  1. Represents shares withheld to satisfy the Reporting Person's tax obligations in connection with the vesting of 544 restricted stock units. The restricted stock units previously were reported as directly owned shares. Includes 8,383 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 872 restricted stock units. The restricted stock units previously were reported as directly owned shares. Includes 7,511 shares of Common Stock subject to unvested awards of restricted stock units.
Tax-withheld shares (first entry) 265 shares Shares withheld at $90.74 to satisfy tax obligations on RSU vesting
Tax-withheld shares (second entry) 425 shares Additional shares withheld at $90.74 for RSU-related tax obligations
Total tax-withheld shares 690 shares Combined F-code tax-withholding dispositions on April 10, 2026
Withholding price per share $90.74 per share Price used for both tax-withholding entries
Direct holdings after transactions 27,263 shares PVH common stock directly owned after April 10, 2026
Indirect 401(k) holdings 710.5059 shares PVH common stock held through a 401(k) plan
RSUs vested (first footnote) 544 units Restricted stock units vesting that triggered tax withholding
RSUs vested (second footnote) 872 units Additional restricted stock units vesting that triggered tax withholding
restricted stock units financial
"Represents shares withheld to satisfy the Reporting Person's tax obligations in connection with the vesting of 544 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""
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.
401(k) Plan financial
"nature_of_ownership": "By 401(k) Plan""
A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.
unvested awards financial
"Includes 8,383 shares of Common Stock subject to unvested awards of restricted stock units."
Common Stock, $1 par value financial
"security_title": "Common Stock, $1 par value""
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*
FISCHER MARK D

(Last)(First)(Middle)
C/O PVH CORP.
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, General Counsel & Sec.
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 value04/10/2026F265(1)D$90.7427,688(2)D
Common Stock, $1 par value04/10/2026F425(3)D$90.7427,263(4)D
Common Stock, $1 par value710.5059IBy 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)
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 544 restricted stock units. The restricted stock units previously were reported as directly owned shares.
2. Includes 8,383 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 872 restricted stock units. The restricted stock units previously were reported as directly owned shares.
4. Includes 7,511 shares of Common Stock subject to unvested awards of restricted stock units.
Remarks:
Mark D. Fischer04/14/2026
** 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)

FAQ

What did PVH (PVH) executive Mark D. Fischer report in this Form 4?

Mark D. Fischer reported routine share dispositions related to restricted stock unit vesting. Shares were withheld to cover tax obligations, not sold in open-market trades, and his overall ownership in PVH common stock remains substantial after these transactions.

How many PVH shares were used to cover taxes for Mark D. Fischer?

A total of 690 PVH common shares were withheld to cover taxes. The Form 4 shows 265 shares and 425 shares withheld at a price of $90.74 per share, all classified as tax-withholding dispositions rather than discretionary sales.

What PVH share holdings does Mark D. Fischer report after these transactions?

Following the tax-withholding dispositions, Mark D. Fischer directly holds 27,263 PVH common shares. He also indirectly holds 710.5059 additional shares through a 401(k) plan, reflecting both his direct and retirement-related ownership positions after the restricted stock unit vesting.

Were Mark D. Fischer’s PVH share movements open-market sales or tax withholdings?

The reported PVH share movements were tax withholdings, not open-market sales. Transaction code F and footnotes indicate shares were withheld to satisfy tax obligations arising from restricted stock unit vesting, a common, non-discretionary mechanism for equity compensation.

What restricted stock unit activity does the PVH Form 4 disclose for Mark D. Fischer?

The filing notes vesting of 544 and 872 restricted stock units, leading to share withholdings for taxes. It also states that thousands of PVH common shares remain subject to unvested restricted stock unit awards, indicating ongoing equity-based compensation for the executive.