PVH Form 4: Amy McPherson Receives Routine RSU Grant

Rhea-AI Filing Summary

PVH Corp. (PVH) – Form 4 insider report

Director Amy McPherson disclosed the grant of 2,776 restricted stock units (RSUs) on 18 Jun 2025 at an acquisition price of $0. The award vests fully on the earlier of the first anniversary of the grant or the company’s next annual shareholder meeting. After the transaction, McPherson’s total reported beneficial ownership increased to 18,083 PVH common shares, inclusive of the newly awarded RSUs.

No common shares were sold, and no derivative securities were involved. The filing represents routine director equity compensation and does not signal any operational or strategic change for PVH.

Insights

Securities Analyst

TL;DR: Routine RSU grant; negligible market impact; aligns director incentives without cash outlay.

The 2,776-share RSU grant to Director Amy McPherson marginally lifts her reported holdings to 18,083 shares but involves no open-market purchase or sale. Such equity awards are customary for outside directors and therefore provide limited incremental information about PVH’s near-term fundamentals or capital allocation. Because the transaction was executed at $0, there is no pricing signal, and dilution is immaterial against PVH’s ~62 million shares outstanding.

Corporate Governance Expert

TL;DR: Standard director compensation; maintains governance best practice of equity alignment.

Granting RSUs that vest at the next annual meeting encourages long-term alignment between the board and shareholders. The size of this award is consistent with peer practices and does not raise red flags regarding over-compensation or excessive dilution. No 10b5-1 trading plan box was checked, indicating the award was not part of a pre-planned trading arrangement. Overall governance implications are neutral.

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
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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^*

McPherson Amy

(Last) (First) (Middle)

C/O PVH CORP.

285 MADISON AVENUE

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PVH CORP. /DE/ [ PVH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	06/18/2025		A		2,776(1)	A	$0	18,083(2)	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. The award vests in full on the earlier of the first anniversary of the grant and the date of the Issuer's next annual meeting of stockholders.

2. Includes 2,776 shares of Common Stock subject to awards of restricted stock units.

	/s/ Amy McPherson	06/23/2025
	** 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.

FAQ

How many PVH shares did Director Amy McPherson acquire in the latest Form 4 filing?

She received 2,776 restricted stock units, representing the same number of PVH common shares upon vesting.

What is Amy McPherson’s total beneficial ownership of PVH shares after the transaction?

Her reported holdings increased to 18,083 shares, including the new RSUs.

When will the newly granted PVH RSUs vest?

They vest on the earlier of the first anniversary of 18 Jun 2025 or the next PVH annual shareholder meeting.

Did the Form 4 report any sale of PVH shares or exercise of options?

No. No shares were sold and no derivative securities were exercised in this filing.

Is this insider transaction likely to affect PVH’s share price?

It is considered routine director compensation and is unlikely to have a material impact on the stock.