STOCK TITAN

PVH (PVH) EVP Mark Fischer granted shares, uses stock to pay taxes

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

Rhea-AI Filing Summary

PVH Corp. executive vice president and general counsel Mark D. Fischer reported equity compensation and related tax withholding transactions in company stock. On April 6, 2026, he received 3,096 shares tied to a restricted stock unit award and 2,151 shares from a vested performance share unit award. To cover tax obligations on these vestings, a total of 1,900 shares were withheld at $80.83 per share. After these non‑market transactions, he directly holds 27,953 common shares and indirectly holds about 711 shares through a 401(k) plan.

Positive

  • None.

Negative

  • None.

Insights

Routine stock awards with tax withholding, no open-market trades.

Mark D. Fischer, EVP and general counsel of PVH Corp., received stock-based compensation including 3,096 restricted stock units and 2,151 performance-based shares on April 6, 2026. These are non-cash compensation grants rather than market purchases.

To satisfy tax obligations from vesting, the company withheld 1,900 shares at $80.83 per share under code F transactions, which are not open-market sales and do not reflect discretionary selling. Following these entries, he directly owns 27,953 common shares plus indirect holdings via a 401(k) plan.

The filing also notes ongoing unvested restricted stock unit awards, indicating additional potential future share deliveries as they vest. Overall, this pattern fits standard executive equity compensation mechanics and does not materially alter the broader investment picture based on this single filing.

Insider FISCHER MARK D
Role EVP, General Counsel & Sec.
Type Security Shares Price Value
Grant/Award Common Stock, $1 par value 3,096 $0.00 --
Tax Withholding Common Stock, $1 par value 563 $80.83 $46K
Tax Withholding Common Stock, $1 par value 240 $80.83 $19K
Grant/Award Common Stock, $1 par value 2,151 $0.00 --
Tax Withholding Common Stock, $1 par value 1,097 $80.83 $89K
holding Common Stock, $1 par value -- -- --
Holdings After Transaction: Common Stock, $1 par value — 27,702 shares (Direct); Common Stock, $1 par value — 710.506 shares (Indirect, By 401(k) Plan)
Footnotes (1)
  1. Represents shares subject to an award of restricted stock units. Each unit represents a contingent right to receive one share of Issuer's Common Stock. The units vest 25% (774 shares) on each anniversary of grant. Vested shares are delivered as soon as practicable after they vest. Includes 11,308 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 1,669 restricted stock units. The restricted stock units previously were reported as directly owned shares. Includes 9,639 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 712 restricted stock units. The restricted stock units previously were reported as directly owned shares. Includes 8,927 shares of Common Stock subject to unvested awards of restricted stock units. Represents shares received upon vesting of a performance share unit award granted to the reporting person on April 6, 2023. Represents shares withheld to satisfy the Reporting Person's tax obligations in connection with the receipt of all shares described in Note (7) above.
RSU award 3,096 shares Restricted stock unit award on April 6, 2026
Performance share vesting 2,151 shares Shares received from performance share unit award vesting
Tax withholding shares 1,900 shares Shares withheld to satisfy tax obligations
Withholding price $80.83 per share Price used for tax-withholding dispositions
Direct holdings after transactions 27,953 shares PVH common stock directly owned after April 6, 2026 entries
401(k) holdings 710.5059 shares Indirect holdings via 401(k) Plan
restricted stock units financial
"Represents shares subject to an award of 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.
performance share unit award financial
"Represents shares received upon vesting of a performance share unit award granted"
tax obligations financial
"Represents shares withheld to satisfy the Reporting Person's tax obligations"
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.
grant, award, or other acquisition financial
"transaction_code_description": "Grant, award, or other acquisition""
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)
04/06/2026
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 value04/06/2026A3,096(1)A$027,702(2)D
Common Stock, $1 par value04/06/2026F563(3)D$80.8327,139(4)D
Common Stock, $1 par value04/06/2026F240(5)D$80.8326,899(6)D
Common Stock, $1 par value04/06/2026A2,151(7)A$029,050(6)D
Common Stock, $1 par value04/06/2026F1,097(8)D$80.8327,953(6)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 subject to an award of restricted stock units. Each unit represents a contingent right to receive one share of Issuer's Common Stock. The units vest 25% (774 shares) on each anniversary of grant. Vested shares are delivered as soon as practicable after they vest.
2. Includes 11,308 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 1,669 restricted stock units. The restricted stock units previously were reported as directly owned shares.
4. Includes 9,639 shares of Common Stock subject to unvested awards of restricted stock units.
5. Represents shares withheld to satisfy the Reporting Person's tax obligations in connection with the vesting of 712 restricted stock units. The restricted stock units previously were reported as directly owned shares.
6. Includes 8,927 shares of Common Stock subject to unvested awards of restricted stock units.
7. Represents shares received upon vesting of a performance share unit award granted to the reporting person on April 6, 2023.
8. Represents shares withheld to satisfy the Reporting Person's tax obligations in connection with the receipt of all shares described in Note (7) above.
Remarks:
/s/ Mark D. Fischer04/08/2026
** 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) EVP Mark D. Fischer report in this Form 4?

He reported receiving stock-based compensation and related tax withholding transactions in PVH common stock. On April 6, 2026, he acquired restricted stock units and performance-based shares, while the company withheld shares to cover tax obligations on those vestings.

How many PVH shares did Mark D. Fischer acquire through awards?

He acquired 3,096 shares linked to a restricted stock unit award and 2,151 shares upon vesting of a performance share unit award. Each unit represents a contingent right to one PVH common share delivered after vesting conditions are met.

Why were PVH shares disposed of in Mark D. Fischer’s Form 4 filing?

Dispositions reflect tax withholding, not open-market sales. A total of 1,900 shares were withheld by PVH at $80.83 per share to satisfy Fischer’s tax obligations arising from the vesting and delivery of restricted stock unit and performance share unit awards.

How many PVH shares does Mark D. Fischer hold after these transactions?

After these entries, Fischer directly holds 27,953 shares of PVH common stock. He also has an indirect position of about 711 shares held through a 401(k) plan, in addition to ongoing unvested restricted stock unit awards referenced in the footnotes.

Were Mark D. Fischer’s PVH stock transactions open-market buys or sells?

No open-market trades are reported. The acquisitions are stock awards and vestings coded as grants, while the disposals are code F tax-withholding entries. These represent shares withheld by PVH for tax liabilities, not discretionary buying or selling in the market.

What do the restricted stock units in PVH’s Form 4 footnotes mean for Mark D. Fischer?

The footnotes state each unit equals one PVH share, vesting 25% annually. For example, 3,096 units vest in four equal installments of 774 shares on each grant anniversary, with shares delivered after vesting, creating a schedule of future share deliveries over several years.