[Form 4] PVH Corp. Insider Trading Activity

Rhea-AI Filing Summary

Bank of Montreal (Series K) is offering US$1.715 million of Autocallable Barrier Notes with Memory Coupons maturing 25 Sep 2026. The notes are linked to three sector ETFs—Energy Select Sector SPDR (XLE), Health Care Select Sector SPDR (XLV) and SPDR S&P Biotech ETF (XBI). Investors receive a contingent monthly coupon of 1.1667% (≈14.00% p.a.) only if, on the relevant Observation Date, each Reference Asset closes at or above its Coupon Barrier (70 % of the Initial Level). Missed coupons can be recovered later under the Memory feature.

Starting 22 Dec 2025, the notes are automatically redeemed if all three ETFs close above their respective Initial Levels (100 %), paying par plus the due coupon on the next payment date. If not called, principal protection is conditional: a Trigger Event occurs if any Reference Asset trades below 65 % of its Initial Level on any day during the monitoring period. Should a Trigger Event occur and the Least-Performing Asset finish below its Initial Level at valuation, investors lose 1 % of principal for each 1 % decline in that asset. Consequently, total loss of principal is possible.

Key deal terms include: Issue price 100 %, estimated initial value US$980 per US$1,000 (≈2 % discount), 0.25 % selling concession, denominations of US$1,000, no exchange listing and full exposure to BMO’s senior unsecured credit risk. Settlement is 25 Jun 2025; valuation 22 Sep 2026; final maturity 25 Sep 2026.

This product targets yield-seeking investors comfortable with equity-linked downside risk, early redemption uncertainty, illiquidity and issuer credit exposure.

Positive

• High contingent yield: 1.1667 % per month (≈14 % p.a.) exceeds typical investment-grade bond coupons.
• Memory coupon feature allows recovery of missed payments once barriers are restored, smoothing income.
• Early autocall at 100 % of initial levels can shorten duration and improve IRR in a flat-to-up market.

Negative

• Principal at risk: A 35 % drawdown in any Reference Asset can trigger uncapped downside at maturity.
• All-asset dependency means one weak ETF cancels coupons and autocall, raising probability of zero income.
• Illiquidity: No exchange listing and small issue size limit secondary market exits.
• Credit exposure to Bank of Montreal; note holders rank as senior unsecured creditors.
• Valuation discount: Estimated initial value US$980 vs US$1,000 issue price embeds ~2 % negative carry.

Insights

Structured Products Analyst

TL;DR: High 14 % coupon offset by 65 % barrier; attractive carry but real risk of principal loss and illiquidity.

The note’s economics are typical of retail structured products. The 14 % annual contingent coupon appears generous but is conditional on all three sector ETFs staying above 70 % of their initial levels; correlation risk is material because the least-performing asset governs payments and redemption. The 65 % trigger provides limited downside protection—volatile biotech (XBI) materially raises breach probability. Automatic call at 100 % beginning month 6 caps upside and shortens duration if markets rally, restricting total return. The 2 % estimated value discount plus 0.25 % commission embeds negative carry for holders. Lack of listing and small size (US$1.7 m) imply practically no secondary liquidity, forcing investors to hold to call/maturity. Credit exposure to BMO is investment-grade but not negligible. Overall impact: balanced—yield is offset by significant embedded risks.

Portfolio Manager

TL;DR: Niche yield enhancer; unsuitable for core portfolios due to downside asymmetry and limited exit options.

From an allocation standpoint, the structure functions as a short put spread on the poorest performer plus a short call at par—investors finance the coupon by absorbing tail risk. Sector concentration (energy, healthcare, biotech) introduces cyclicality and policy sensitivity, amplifying drawdown probability. Memory feature slightly improves cash-flow visibility but does not change risk profile. Because the product is not principal-protected and unlisted, fair-value marks could deviate widely from intrinsic value in stressed markets, creating tracking uncertainty. I would classify the note as a tactical yield enhancer for sophisticated investors willing to monitor sector volatility; otherwise, risk-adjusted return is questionable relative to traditional credit or dividend strategies.

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^*

Larsson Stefan

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

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	06/26/2025		P		15,644.586	A	$63.92(1)	269,437.946(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. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $63.04 to $63.97, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within ranges set forth in this footnote.

2. Includes 131,283 shares of Common Stock subject to unvested awards of restricted stock units.

	/s/ Stefan Larsson	06/30/2025
	** 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

What is the coupon rate on the BMO Autocallable Barrier Notes (WTIU 424B2)?

The notes pay a 1.1667 % monthly coupon, equivalent to approximately 14 % per annum, only if all three ETFs are at or above their Coupon Barriers.

When can the WTIU notes be automatically redeemed?

Beginning 22 Dec 2025, if each Reference Asset closes above its Initial Level (100 %) on any Observation Date, the notes are called at par plus the due coupon.

How much principal could I lose on these notes?

If any ETF breaches its 65 % Trigger Level and finishes below its Initial Level at maturity, you lose 1 % of principal per 1 % decline, up to full loss.

Are the notes listed on an exchange or liquid in the secondary market?

No. The notes will not be listed; trading, if any, will be on a dealer basis, so liquidity may be limited.

What is the estimated initial value versus the purchase price?

BMO estimates the initial value at US$980 per US$1,000 note, implying an upfront value discount of about 2 % to investors.

What credit risk do investors bear with these notes?

All payments depend on Bank of Montreal’s ability to pay; holders are exposed as senior unsecured creditors.