STOCK TITAN

PVH (PVH) Americas CEO gets stock awards as shares withheld for taxes

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

Rhea-AI Filing Summary

PVH CORP. executive Donald Kohler, CEO of PVH Americas, reported equity compensation and related tax-withholding transactions in company stock, not open-market trading. On April 6, 2026, he received 8,352 restricted stock units, each representing one PVH common share, vesting 25% (2,088 shares) on each anniversary of grant, with shares delivered after vesting.

He also received shares upon vesting of a prior performance share unit award originally granted on April 6, 2023. To cover tax obligations tied to vesting of 1,194 restricted stock units and the vested performance share units, a total of 2,563 shares was withheld at $80.83 per share. Footnotes indicate thousands of additional shares remain subject to unvested restricted stock unit awards, so these events mainly adjust how his compensation is settled and taxed rather than signaling discretionary buying or selling in the market.

Positive

  • None.

Negative

  • None.
Insider Kohler Donald
Role CEO, PVH Americas
Type Security Shares Price Value
Grant/Award Common Stock, $1 par value 8,352 $0.00 --
Tax Withholding Common Stock, $1 par value 661 $80.83 $53K
Grant/Award Common Stock, $1 par value 3,439 $0.00 --
Tax Withholding Common Stock, $1 par value 1,902 $80.83 $154K
Holdings After Transaction: Common Stock, $1 par value — 27,817 shares (Direct)
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% (2,088 shares) on each anniversary of grant. Vested shares are delivered as soon as practicable after they vest. Includes 23,921 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 1,194 restricted stock units. The restricted stock units previously were reported as directly owned shares. Includes 22,727 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 (5) above.
Restricted stock units granted 8,352 shares Award vesting 25% (2,088 shares) on each anniversary of grant
Tax-withholding shares from RSU vesting 661 shares at $80.83 Withheld to satisfy tax obligations on 1,194 vested RSUs
Additional tax-withholding shares 1,902 shares at $80.83 Withheld to cover taxes on vested performance share unit award
Total tax-withholding shares 2,563 shares Combined F-code dispositions on April 6, 2026
Unvested RSUs (first footnote) 23,921 shares Common stock subject to unvested restricted stock unit awards
Unvested RSUs (second footnote) 22,727 shares Common stock subject to unvested restricted stock unit awards
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"
contingent right financial
"Each unit represents a contingent right to receive one share of Issuer's Common Stock."
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*
Kohler Donald

(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)
CEO, PVH Americas
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 value04/06/2026A8,352(1)A$027,817(2)D
Common Stock, $1 par value04/06/2026F661(3)D$80.8327,156(4)D
Common Stock, $1 par value04/06/2026A3,439(5)A$030,595(4)D
Common Stock, $1 par value04/06/2026F1,902(6)D$80.8328,693(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 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% (2,088 shares) on each anniversary of grant. Vested shares are delivered as soon as practicable after they vest.
2. Includes 23,921 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 1,194 restricted stock units. The restricted stock units previously were reported as directly owned shares.
4. Includes 22,727 shares of Common Stock subject to unvested awards of restricted stock units.
5. Represents shares received upon vesting of a performance share unit award granted to the reporting person on April 6, 2023.
6. Represents shares withheld to satisfy the Reporting Person's tax obligations in connection with the receipt of all shares described in Note (5) above.
Remarks:
/s/ Donald Kohler04/08/2026
** 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 insider transactions did PVH (PVH) report for Donald Kohler?

Donald Kohler reported equity compensation grants and tax-related withholdings, not open-market trades. He received restricted stock units and shares from a performance share unit award, while some shares were withheld to satisfy tax obligations triggered by those vesting events.

How many PVH (PVH) restricted stock units did Donald Kohler receive?

He received 8,352 restricted stock units, each equal to one PVH common share. The award vests in four equal installments of 2,088 shares on each anniversary of the grant date, with shares delivered after they vest over this multi-year schedule.

Why were PVH (PVH) shares withheld in Donald Kohler’s Form 4?

Shares were withheld solely to cover tax obligations on vested equity awards. Specifically, 661 shares and 1,902 shares were withheld at $80.83 per share when restricted stock units and a performance share unit award vested, instead of him selling shares in the open market.

What performance share units did Donald Kohler report for PVH (PVH)?

He reported receiving shares upon vesting of a performance share unit award granted on April 6, 2023. The filing notes these vested shares and that a portion was withheld to satisfy related tax obligations, reflecting settlement of prior performance-based compensation.

Do the PVH (PVH) insider transactions show market buying or selling?

The transactions reflect equity awards and tax withholding, not discretionary trading. Awards coded as grants increased his holdings, while tax-withholding dispositions satisfied tax liabilities, meaning there were no open-market purchases or sales affecting public trading activity in this report.