Routine Tax Withholding by PVH EVP Leaves Major Stake Intact

Rhea-AI Filing Summary

PVH Corp. (PVH) filed a Form 4 disclosing that Erik W. Graf, Executive Vice President & Controller, had 38 shares of common stock withheld on 17-Jun-2025 to cover taxes triggered by the vesting of 119 restricted stock units (transaction code F). The shares were valued at $64.12 each, implying an aggregate value of about $2,436. Following the withholding, Graf directly owns 6,742 shares, of which 5,995 are still unvested restricted stock units.

Because the transaction represents automatic tax withholding rather than an open-market sale, it is generally viewed as routine and does not signal a change in insider sentiment toward PVH shares. No derivative transactions were reported, and Graf remains a corporate officer with a meaningful equity position.

Positive

• Non-discretionary transaction indicates the insider did not actively sell, limiting negative signaling.
• Executive retains 6,742 shares, maintaining alignment with shareholder interests.

Negative

• None.

Insights

Corporate Governance Specialist

TL;DR: Routine tax withholding; neutral governance signal.

This Form 4 reflects a standard Rule F transaction—shares withheld to satisfy payroll taxes on vesting RSUs. Such transactions are non-discretionary and therefore carry minimal informational value about insider confidence. Graf retains the bulk of his granted equity, continuing to align his incentives with shareholders. No red flags regarding compliance or unusual timing are evident. Overall, this filing is administratively routine and has no material governance implications.

Portfolio Manager

TL;DR: De-minimis share reduction; no portfolio action warranted.

The 38-share withholding (<0.6% of Graf’s holdings) totals roughly $2.4K—immaterial relative to PVH’s market cap and liquidity. Because it was not an open-market sale, it does not suggest the insider’s bearish outlook. With 6,742 shares still held, the executive remains leveraged to PVH’s performance. From a trading perspective, the event is non-impactful and does not alter the investment thesis or require position adjustment.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Graf Erik W.

Role EVP, Controller

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, $1 par value	38	$64.12	$2K

Holdings After Transaction: Common Stock, $1 par value — 6,742 shares (Direct)

Footnotes (1)

1. Represents shares withheld to satisfy the Reporting Person's tax obligations in connection with the vesting of 119 restricted stock units. The restricted stock units previously were reported as directly owned shares. Includes 5,995 shares of Common Stock subject to unvested awards of restricted stock units.

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^*

Graf Erik W.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

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	06/17/2025		F		38(1)	D	$64.12	6,742(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 withheld to satisfy the Reporting Person's tax obligations in connection with the vesting of 119 restricted stock units. The restricted stock units previously were reported as directly owned shares.

2. Includes 5,995 shares of Common Stock subject to unvested awards of restricted stock units.

	/s/ Erik W. Graf	06/18/2025
	** 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 did the PVH (PVH) Form 4 filed on 18-Jun-2025 disclose?

It showed 38 shares withheld at $64.12 to cover taxes on RSU vesting by EVP & Controller Erik W. Graf.

Is the insider selling PVH stock?

No. The filing reflects tax withholding (code F), not a discretionary open-market sale.

How many PVH shares does Erik W. Graf now own?

After the transaction, he directly owns 6,742 shares, including 5,995 unvested RSUs.

Does this Form 4 impact PVH’s investment outlook?

The transaction is routine and immaterial, so it is neutral for the investment thesis.

What was the total dollar value of the shares withheld?

Approximately $2,436 (38 shares × $64.12).