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PVH Corp Chairman Expands Stake with Annual Director Compensation Grant

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

Rhea-AI Filing Summary

PVH Corp Director and Board Chair Michael M. Calbert reported the acquisition of 5,861 restricted stock units (RSUs) on June 18, 2025. The RSUs were granted as compensation, with 2,776 units awarded for director service and 3,085 units for Board Chair duties.

Following the transaction, Calbert directly owns 20,336 shares, including 13,874 RSUs. Additionally, he holds indirect ownership of 65,700 shares through family trusts, distributed as:

  • 42,000 shares in a trust for Calbert and his wife
  • 23,700 shares total in three children's trusts (7,900 each)

The newly granted RSUs will fully vest at the earlier of the first anniversary of the grant date or PVH's next annual stockholder meeting. The RSUs were awarded at $0 exercise price.

Positive

  • None.

Negative

  • None.
Insider CALBERT MICHAEL M
Role Director
Type Security Shares Price Value
Grant/Award Common Stock, $1 par value 5,861 $0.00 --
holding Common Stock, $1 par value -- -- --
Holdings After Transaction: Common Stock, $1 par value — 20,336 shares (Direct); Common Stock, $1 par value — 65,700 shares (Indirect, By Family Trusts)
Footnotes (1)
  1. Represents shares subject to awards of restricted stock units ("RSUs"), consisting of 2,776 RSUs for serving as a non-employee director of Issuer and 3,085 RSUs for serving as Chair of Issuer's Board. The awards vest in full on the earlier of the first anniversary of the grant and the date of the Issuer's next annual meeting of stockholders. Includes 13,874 shares of Common Stock subject to awards of restricted stock units. These shares are held by a trust for the benefit of Mr. Calbert and his wife (42,000 shares) and trusts for each of his three children (7,900 shares each).
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Form 4 Insider Transactions: What Each Field Means →
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*
CALBERT MICHAEL M
(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 5,861(1) A $0 20,336(2) D
Common Stock, $1 par value 65,700 I By Family Trusts(3)
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 awards of restricted stock units ("RSUs"), consisting of 2,776 RSUs for serving as a non-employee director of Issuer and 3,085 RSUs for serving as Chair of Issuer's Board. The awards vest 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 13,874 shares of Common Stock subject to awards of restricted stock units.
3. These shares are held by a trust for the benefit of Mr. Calbert and his wife (42,000 shares) and trusts for each of his three children (7,900 shares each).
/s/ Michael Calbert 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many PVH shares did Director Michael Calbert acquire on June 18, 2025?

Michael Calbert acquired 5,861 restricted stock units (RSUs) on June 18, 2025, consisting of 2,776 RSUs for serving as a non-employee director and 3,085 RSUs for serving as Chair of PVH's Board.

What is the vesting schedule for Michael Calbert's new PVH RSUs?

The RSUs vest in full on the earlier of either the first anniversary of the grant date or the date of PVH's next annual meeting of stockholders.

How many PVH shares does Michael Calbert own directly after the June 18, 2025 transaction?

Following the transaction, Michael Calbert directly owns 20,336 shares of PVH, which includes 13,874 shares subject to restricted stock unit awards.

How many PVH shares does Michael Calbert own indirectly through family trusts?

Michael Calbert indirectly owns 65,700 shares through family trusts, with 42,000 shares held in a trust for him and his wife, and 7,900 shares each in three separate trusts for his children.

What was the purchase price of PVH RSUs granted to Michael Calbert?

The RSUs were granted at $0 cost to Michael Calbert as part of his compensation for serving as a non-employee director and Board Chair of PVH.