Insider Filing: PVH Board Member Receives 2.8k Restricted Stock Units

Rhea-AI Filing Summary

Form 4 overview – PVH Corp. (PVH)

Director Judith Amanda Sourry Knox reported an insider transaction dated 18 June 2025. The filing shows she acquired 2,776 shares of PVH common stock through a grant of restricted stock units (RSUs) priced at $0. After the grant, her direct beneficial ownership increased to 18,083 shares.

The RSU award vests in full on the earlier of (i) the first anniversary of the grant or (ii) the company’s next annual shareholders’ meeting. Footnotes indicate that the 18,083-share total already includes the newly granted 2,776 RSUs.

No derivative securities were reported and no shares were disposed of. The transaction was filed individually by the director and is classified under code “A” (acquisition) with no monetary consideration, reflecting routine director compensation rather than a market purchase.

Insights

Financial Analyst

TL;DR: Routine director RSU grant; minor ownership increase, largely immaterial to PVH valuation.

The Form 4 discloses a standard RSU grant—2,776 shares—to PVH director Judith Amanda Sourry Knox. This brings her direct holdings to 18,083 shares. Because the award constitutes typical board compensation, carries a zero-dollar exercise price, and equals less than 0.02% of PVH’s ~63 million outstanding shares, the event is not financially material. It does, however, maintain alignment between the director and shareholder interests. No sale or derivative activity was reported, so there is no negative signalling effect.

Corporate Governance Specialist

TL;DR: Governance-neutral filing; standard equity-based board pay aligns incentives.

The RSU grant follows common U.S. governance practice of providing equity to independent directors. Full vesting at the earlier of one year or next AGM supports retention without creating excessive long-term overhang. Because the filing indicates direct ownership, transparency is adequate and complies with Section 16 reporting timelines. There is no indication of a Rule 10b5-1 plan, suggesting this is straightforward board remuneration rather than a strategic timing decision.

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

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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^*

SOURRY KNOX JUDITH AMANDA

(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/ Judith Amanda Sourry Knox	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 (PVH) shares did director Judith Sourry Knox acquire?

She received 2,776 restricted stock units, each representing one share of common stock.

What is the director’s total PVH share ownership after the transaction?

Following the grant, she directly owns 18,083 shares of PVH common stock.

When do the newly granted RSUs to the PVH director vest?

The RSUs vest in full on the earlier of one year from 18 June 2025 or the next annual meeting of stockholders.

Was any cash paid for the PVH shares reported in this Form 4?

No. The RSUs were granted at a $0 price, reflecting standard equity compensation.

Does the Form 4 indicate any share disposals or derivative transactions?

No disposals or derivative security activities were reported; the filing only records an acquisition of RSUs.