[SCHEDULE 13G/A] PVH Corp. SEC Filing

Rhea-AI Filing Summary

Form 4 highlights for Rhythm Pharmaceuticals, Inc. (RYTM)

• Reporting insider: Chief Financial Officer Hunter C. Smith
• Transaction date: 07/09/2025 (filed 07/11/2025)
• Option exercise: 42,120 stock options exercised at an exercise price of $6.88.
• Share sales: The same 42,120 shares were immediately disposed of in three open-market sales:
  • 17,113 shares at a weighted average price of $75.3842
  • 1,607 shares at a weighted average price of $76.1707
  • 23,400 shares at a price of $84.50
• Proceeds (approx.): About $3.2 million based on the weighted average sale prices disclosed.
• Remaining holdings: 116,915 shares of common stock held directly after the transactions, plus 28,088 fully vested options that remain outstanding.
• 10b5-1 plan: Sales were executed under a Rule 10b5-1 trading plan adopted on 02/28/2025.

The filing indicates a net reduction of roughly 26% in the CFO’s direct common-stock position (from 159,035 to 116,915 shares). No information about company fundamentals or operational performance is included; the document is limited to insider trading activity.

Positive

• None.

Negative

• CFO insider selling: Hunter C. Smith disposed of 42,120 shares, reducing his direct holding by approximately 26%.

Insights

Financial Analyst

TL;DR CFO sold 42k shares after exercising options; transaction is modest and pre-planned, suggesting limited direct impact on valuation.

The exercise-and-sale pattern shows classic cashless exercise: Hunter Smith used option gains to monetize shares without increasing net share count. Although insider selling can be perceived negatively, the sale appears routine—conducted under a 10b5-1 plan and leaving the executive with a sizeable 116,915-share stake and 28,088 remaining options. The dollar value (~$3.2 M) is not material relative to Rhythm’s >$2 B market cap (based on recent prices). As such, I view market impact as neutral; no operational signals are presented.

Corporate Governance Specialist

TL;DR Pre-planned 10b5-1 sales mitigate governance concerns; insider still retains meaningful equity.

From a governance lens, two elements stand out: (1) adherence to a 10b5-1 plan, which curbs information-asymmetry risk; and (2) retention of over 116k shares post-sale, aligning the CFO’s interests with shareholders. The 26% stake reduction is notable but not alarming given the remaining exposure and full vesting of options. Overall, I classify the disclosure as low-impact with neutral governance implications.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

PVH CORP. /DE/

(Name of Issuer)

Common Stock

(Title of Class of Securities)

693656100

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 693656100

1

Names of Reporting Persons

PZENA INVESTMENT MANAGEMENT LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 5,340,898.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 6,465,818.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,465,818.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

13.4 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: PVH CORP. /DE/
(b)	Address of issuer's principal executive offices: 285 MADISON AVENUE, NEW YORK, NEW YORK, 10017.
Item 2.
(a)	Name of person filing: Pzena Investment Management, LLC
(b)	Address or principal business office or, if none, residence: 320 Park Avenue, 8th floor New York, NY 10022
(c)	Citizenship: Delaware
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 693656100
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 6,465,818
(b)	Percent of class: 13.4%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 5,340,898
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 6,465,818
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. CLIENTS OF THE FILING INVESTMENT MANAGER HAVE THE RIGHT TO RECEIVE AND THE ULTIMATE POWER TO DIRECT THE RECEIPT OF DIVIDENDS FROM, OR THE PROCEEDS OF SALE OF THE SECURITIES REPORTED ON HEREINABOVE. NO INTEREST OF ANY ONE OF SUCH CLIENTS RELATES TO MORE THAN FIVE PERCENT OF THE CLASS.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PZENA INVESTMENT MANAGEMENT LLC

Signature:	s/Steven Coffey
Name/Title:	Chief Legal Risk Officer & Chief Compliance Officer
Date:	07/11/2025

FAQ

How many Rhythm Pharmaceuticals (RYTM) shares did the CFO sell?

He sold 42,120 shares of common stock on 07/09/2025.

What prices were the RYTM shares sold at?

Sales occurred at weighted average prices of $75.3842, $76.1707, and $84.50.

What was the exercise price of the options exercised by the CFO?

The options were exercised at $6.88 per share.

How many RYTM shares does the CFO still own after the transaction?

He retains 116,915 shares directly plus 28,088 fully vested options.

Was the sale executed under a 10b5-1 trading plan?

Yes. The filing states the sales were made pursuant to a Rule 10b5-1 plan adopted on 02/28/2025.