Routine RSU Grant Raises PVH Director Ownership by 2.8k Shares

Rhea-AI Filing Summary

PVH Corp. (PVH) – Form 4 Insider Transaction Summary

Director Geraldine Penny McIntyre reported the receipt of 2,776 shares of PVH common stock on 18 Jun 2025. The shares were granted at $0 cost as part of an annual restricted stock unit (RSU) award provided to non-employee directors.

According to the filing, these RSUs vest in full on the earlier of (i) one year after the grant date or (ii) the next annual shareholder meeting, thereby aligning McIntyre’s incentives with long-term shareholder interests. Following the grant, her total beneficial ownership increased to 21,776 shares, of which 20,776 shares are held as unvested RSUs and 1,000 are unrestricted shares held directly.

No derivative securities were reported, and there were no dispositions or sales. The filing was signed electronically on 23 Jun 2025.

• Role of insider: Independent Director (not an officer).
• Transaction type: Award/Acquisition (Code “A”).
• Form context: Routine annual equity grant; no indication of a 10b5-1 trading plan.

Given the modest size versus PVH’s ~70 million share float, the transaction is routine and immaterial from a valuation perspective but modestly positive for governance due to increased director equity alignment.

Positive

• Director ownership increases by 2,776 shares, reinforcing board-shareholder alignment.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine RSU grant; improves director alignment, negligible valuation impact.

Annual equity compensation for non-employee directors is customary for S&P 400 firms like PVH. The 2,776-share grant (≈0.004% of shares outstanding) signals standard board remuneration rather than opportunistic buying. Vesting tied to the next AGM reinforces near-term accountability while providing long-term exposure. Because no shares were sold, it avoids negative signaling. From a governance lens, director ownership of ~22 k shares is constructive yet not large enough to materially shift voting power.

Securities Analyst

TL;DR: Insider ownership inches up, but the grant is too small to move PVH’s investment thesis.

The filing confirms only a nominal dilution-free issuance. With PVH’s market cap near $7 bn, the grant’s value (~$320 k at $115/sh) is immaterial to EPS. No derivatives or sales reduce concerns about insider pessimism. Investors typically weigh insider buying more heavily than option grants; thus, market reaction should be muted. Overall impact: 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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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^*

McIntyre Geraldine Penny

(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	21,776(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 20,776 shares of Common Stock subject to awards of restricted stock units.

	/s/ Geraldine Penny McIntyre	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 Geraldine McIntyre acquire on 18 June 2025?

2,776 shares of PVH common stock were granted via RSUs.

What is the vesting schedule for the newly granted PVH RSUs?

The RSUs vest on the earlier of one year from grant or the next annual shareholder meeting.

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

She now beneficially owns 21,776 shares in total.

Did the Form 4 report any sales or disposals of PVH shares?

No. The filing reports only an acquisition; there were no disposals.

Does this Form 4 indicate use of a Rule 10b5-1 trading plan?

The checkbox for a Rule 10b5-1 plan was not marked; thus, the grant is not tied to such a plan.