PVH EVP granted RSUs; shares withheld for tax

PVH Corp. executive Erik W. Graf, EVP and Controller, received an equity compensation grant tied to company stock.

Rhea-AI Filing Summary

PVH Corp. executive Erik W. Graf, EVP and Controller, received an equity compensation grant tied to company stock. He was awarded 3,712 restricted stock units, each representing one share of PVH common stock, vesting 25% (928 units) on each anniversary of the grant, with shares delivered after vesting.

In connection with the vesting of restricted stock units, 65 shares and 110 shares of common stock were withheld at $80.83 per share to satisfy his tax obligations, rather than being sold in the market. After these transactions, he directly holds 13,023 shares of PVH common stock, including 11,977 shares subject to unvested restricted stock unit awards.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Graf Erik W.

Role EVP, Controller

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $1 par value	3,712	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, $1 par value	65	$80.83	$5K
Exercise Price or Tax Liability	Common Stock, $1 par value	110	$80.83	$9K

Holdings After Transaction: Common Stock, $1 par value — 13,023 shares (Direct)

Footnotes (6)

1. F1. 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% (928 shares) on each anniversary of grant. Vested shares are delivered as soon as practicable after they vest.
2. F2. Includes 12,451 shares of Common Stock subject to unvested awards of restricted stock units.
3. F3. Represents shares withheld to satisfy the Reporting Person's tax obligations in connection with the vesting of 175 restricted stock units. The restricted stock units previously were reported as directly owned shares.
4. F4. Includes 12,276 shares of Common Stock subject to unvested awards of restricted stock units.
5. F5. Represents shares withheld to satisfy the Reporting Person's tax obligations in connection with the vesting of 299 restricted stock units. The restricted stock units previously were reported as directly owned shares.
6. F6. Includes 11,977 shares of Common Stock subject to unvested awards of restricted stock units.

Key Figures

RSU grant size: 3,712 units Annual vesting tranche: 928 units Tax-withheld shares: 175 shares +3 more

6 metrics

RSU grant size 3,712 units Restricted stock units awarded to Erik W. Graf

Annual vesting tranche 928 units 25% of RSU grant vests on each anniversary

Tax-withheld shares 175 shares Shares withheld to satisfy tax obligations on vesting

Withholding price $80.83 per share Value used for 65 and 110 share tax-withholding entries

Shares held after transactions 13,023 shares Direct PVH common stock holdings following Form 4 transactions

Unvested RSUs included 11,977 shares Common shares subject to unvested restricted stock unit awards

Key Terms

restricted stock units, vesting, tax obligations, grant, award, or other acquisition, +1 more

5 terms

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.

vesting financial

"The units vest 25% (928 shares) on each anniversary of grant."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

tax obligations financial

"Represents shares withheld to satisfy the Reporting Person's tax obligations in connection with the vesting of 175 restricted stock units."

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did PVH (PVH) EVP Erik W. Graf report in this Form 4?

Erik W. Graf reported an equity compensation grant and related tax withholding. He received 3,712 restricted stock units in PVH common stock and had 175 shares withheld to cover taxes as those units vested, leaving him with 13,023 directly held shares afterward.

How many PVH (PVH) restricted stock units were granted to Erik W. Graf?

Erik W. Graf was granted 3,712 restricted stock units of PVH common stock. Each unit represents a contingent right to receive one share, vesting in four equal annual installments of 928 units, with shares delivered as soon as practicable after each vesting date.

What is the vesting schedule for Erik W. Graf’s PVH restricted stock units?

The 3,712 restricted stock units vest 25% each year, or 928 units on every anniversary of the grant date. After each vesting event, PVH delivers the corresponding common shares as soon as practicable, while a portion may be withheld to satisfy tax obligations.

Why were PVH (PVH) shares withheld in Erik W. Graf’s Form 4 filing?

PVH withheld 65 shares and 110 shares of common stock to satisfy Erik W. Graf’s tax obligations from the vesting of 175 restricted stock units. These F-code transactions are tax-withholding dispositions, not open-market sales, and relate directly to previously reported equity awards.

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

After the grant and tax-withholding entries, Erik W. Graf directly holds 13,023 PVH common shares. This total includes 11,977 shares subject to unvested restricted stock unit awards, reflecting both currently owned shares and those tied to ongoing vesting conditions.

Do the PVH Form 4 transactions indicate open-market buying or selling by Erik W. Graf?

The reported transactions do not show open-market buying or selling. They consist of a grant of 3,712 restricted stock units and F-code entries where 175 shares were withheld at $80.83 per share solely to cover tax liabilities associated with vesting, a routine administrative event.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/08/2026 - 12:39 PM Learn about SEC filing dates

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

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Controller

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $1 par value	04/06/2026		A		3,712(1)	A	$0	13,198(2)	D
Common Stock, $1 par value	04/06/2026		F		65(3)	D	$80.83	13,133(4)	D
Common Stock, $1 par value	04/06/2026		F		110(5)	D	$80.83	13,023(6)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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% (928 shares) on each anniversary of grant. Vested shares are delivered as soon as practicable after they vest.

2. Includes 12,451 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 175 restricted stock units. The restricted stock units previously were reported as directly owned shares.

4. Includes 12,276 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 299 restricted stock units. The restricted stock units previously were reported as directly owned shares.

6. Includes 11,977 shares of Common Stock subject to unvested awards of restricted stock units.

Remarks:

	/s/ Erik W. Graf	04/07/2026
	** 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.
* Form 4: SEC 1474 (03-26)