G III APPAREL GROUP LTD /DE/

Previous wording

Each of Vilebrequin, KLH, Sonia Rykiel, AWWG and certain other subsidiaries report results on a calendar year basis rather than on the January 31 fiscal year basis used by G-III. Accordingly, the results of Vilebrequin, KLH, Sonia Rykiel, AWWG and certain other subsidiaries are included in the financial statements for the quarter ended or ending closest to G-III’s fiscal quarter end. For example, with respect to our results for the six-month period ended July 31, 2025, the results of Vilebrequin, KLH, Sonia Rykiel, AWWG and certain other subsidiaries are included for the six-month period ended June 30, 2025. Our retail operations segment reports on a 52/53 week fiscal year. For fiscal 2026 and 2025, the three and six-month periods for the retail operations segment were each 13-week and 26-week periods, respectively, and ended on August 2, 2025 and August 3, 2024, respectively.

Current wording

Each of Vilebrequin, KLH, Sonia Rykiel, AWWG and certain other subsidiaries report results on a calendar year basis rather than on the January 31 fiscal year basis used by G-III. Accordingly, the results of Vilebrequin, KLH, Sonia Rykiel, AWWG and certain other subsidiaries are included in the financial statements for the quarter ended or ending closest to G-III’s fiscal quarter end. For example, with respect to our results for the nine-month period ended October 31, 2025, the results of Vilebrequin, KLH, Sonia Rykiel, AWWG and certain other subsidiaries are included for the nine-month period ended September 30, 2025. Our retail operations segment reports on a 52/53 week fiscal year. For fiscal 2026 and 2025, the three and nine-month periods for the retail operations segment were each 13-week and 39-week periods, respectively, and ended on November 1, 2025 and November 2, 2024, respectively.

Previous wording

We distribute our products through multiple channels, including online through retail partners such as macys.com, bloomingdales.com, nordstrom.com and dillards.com, each of which operates a significant online business. In addition, we sell to leading online retail partners such as Amazon, Fanatics, Zalando and Zappos. We also distribute apparel and other products directly to consumers through our own DKNY, Karl Lagerfeld and Vilebrequin retail stores, as well as through our digital sites for our DKNY, Donna Karan, Karl Lagerfeld, Karl Lagerfeld Paris, Vilebrequin, G.H. Bass, Wilsons Leather and Sonia Rykiel brands. As sales of apparel through digital channels continue to increase, we are developing additional digital marketing initiatives on both our own websites and third party websites and through social media. We are investing in digital personnel, marketing, logistics, planning, distribution and other strategic opportunities to expand our digital footprint.

Current wording

We distribute our products through multiple channels, including online through retail partners such as macys.com, bloomingdales.com, nordstrom.com and dillards.com, each of which operates a significant online business. In addition, we sell to leading online retail partners such as Amazon, Fanatics, Zalando and Zappos. We also distribute apparel and other products directly to consumers through our own DKNY, Karl Lagerfeld and Vilebrequin retail stores, as well as through our digital sites for our DKNY, Donna Karan, Karl Lagerfeld, Karl Lagerfeld Paris, Vilebrequin, G.H. Bass, Wilsons Leather and Sonia Rykiel brands. As sales of apparel through digital channels continue to increase, we are developing additional digital marketing initiatives on both our own websites and third party websites and through social media. We continue to invest in digital personnel, marketing, logistics, planning, distribution and other strategic opportunities to expand our digital footprint.

Previous wording

products. Our relaunch of our Donna Karan brand began in Spring 2024. We also recognize higher gross profit percentages on sales of products under our owned brands. While our recent ability to offset decreases in net sales of Calvin Klein and Tommy Hilfiger licensed products either in full or in part does not guarantee our ability to continue to do so in the future, we believe we will achieve strong growth of our owned brands. We will take strategic actions to mitigate the loss of this business by continuing to develop and expand our owned brands, such as DKNY, Donna Karan and Karl Lagerfeld, through new product lines, marketing initiatives, international growth and executing on digital channel business opportunities. We also seek to expand sales in our go-forward portfolio of licensed brands, including our team sports business, as well as through our recent licenses for the Nautica, Halston and Champion brands that launched in fiscal 2025 and the Converse and BCBG brands that are launching in fiscal 2026.

Current wording

In fiscal 2025, we experienced a $188.4 million decrease in net sales of Calvin Klein and Tommy Hilfiger licensed products which were more than offset by a $254.4 million increase in net sales of our DKNY, Karl Lagerfeld and Donna Karan products, the latter of which we relaunched in Spring 2024. In fiscal 2024, we experienced a $278.4 million decrease in net sales of Calvin Klein and Tommy Hilfiger licensed products which were partially offset by a $139.1 million increase in net sales of our DKNY and Karl Lagerfeld products. While our recent ability to offset decreases in net sales of Calvin Klein and Tommy Hilfiger licensed products either in full or in part does not guarantee our ability to continue to do so in the future, we believe we will achieve strong growth of our owned brands, which we also recognize higher gross profit percentages on. We continue to take strategic actions to mitigate the loss of this business by continuing to develop and expand our owned brands, such as DKNY, Donna Karan and Karl Lagerfeld, through new product lines, marketing initiatives, international growth and executing on digital channel business opportunities. We also seek to expand sales in

Previous wording

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The legislation has multiple effective dates, with certain provisions becoming effective in 2025 and others implemented through 2029. The OBBBA makes key elements of the Tax Cuts and Jobs Act permanent, including 100% bonus depreciation, and makes modifications to the international tax framework. We recognized the impact of the OBBBA in our second fiscal quarter ended July 31,

Current wording

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The legislation has multiple effective dates, with certain provisions becoming effective in 2025 and others implemented through 2029. The OBBBA makes key elements of the Tax Cuts and Jobs Act permanent, including 100% bonus depreciation, and makes modifications to the international tax framework. We recognized the impact of the OBBBA in our second fiscal quarter ended July 31, 2025, the period in which the legislation was enacted. The impact of the OBBBA was immaterial to our provision for income taxes for the three and nine months ended October 31, 2025 and our condensed consolidated balance sheet as of October 31, 2025.

Previous wording

The Federal Reserve increased interest rates several times in fiscal 2024 in response to concerns about inflation. The Federal Reserve decreased interest rates in fiscal 2025 and has maintained those rates in fiscal 2026, however it is unclear whether the Federal Reserve will reduce, increase or maintain the current rates in the future. Higher interest rates increase the cost of our borrowing under our revolving credit facility, may increase economic uncertainty and may negatively affect consumer spending. Volatility in interest rates may adversely affect our business or our customers. If the equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms, or at all.

Current wording

The Federal Reserve increased interest rates several times in fiscal 2024 in response to concerns about inflation. The Federal Reserve decreased interest rates in both fiscal 2025 and fiscal 2026, however it is unclear whether the Federal Reserve will reduce, increase or maintain the current rates in the future. Higher interest rates increase the cost of our borrowing under our revolving credit facility, may increase economic uncertainty and may negatively affect consumer spending. Volatility in interest rates may adversely affect our business or our customers. If the equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms, or at all.

Previous wording

Net sales for the three months ended July 31, 2025 decreased to $613.3 million from $644.8 million in the same period last year. Net sales of our segments are reported before intercompany eliminations.

Current wording

Net sales for the three months ended October 31, 2025 decreased to $988.6 million from $1.09 billion in the same period last year. Net sales of our segments are reported before intercompany eliminations.

Previous wording

Net sales of our wholesale operations segment decreased to $589.0 million for the three months ended July 31, 2025 from $620.3 million in the comparable period last year. We sell a broad range of products at varying price points and deliver newly designed products each year. In addition, we have certain revenues, primarily from royalty revenues, that are not based on our shipping units of product. In total, our decrease in sales was driven by a decrease in the number of units we shipped. The decrease in net sales of our wholesale operations segment was primarily the result of decreases in net sales of $48.8 million of our Calvin Klein and Guess licensed products, due in part to several expired licenses that are not part of our go-forward business, as well as third-party private label products. These decreases were partially offset by increases in net sales of $20.2 million of our Karl Lagerfeld products. The increase in sales of Karl Lagerfeld products was primarily related to handbags and sportswear categories.

Current wording

Net sales of our wholesale operations segment decreased to $977.3 million for the three months ended October 31, 2025 from $1.07 billion in the comparable period last year. We sell a broad range of products at varying price points and deliver newly designed products each year. In addition, we have certain revenues, primarily from royalty revenues, that are not based on our shipping units of product. In total, our decrease in sales was driven by a decrease in the number of units we shipped. The decrease in net sales of our wholesale operations segment was primarily the result of decreases in net sales of $122.5 million of our Calvin Klein and Tommy Hilfiger licensed products, due in part to several expired licenses that are not part of our go-forward business, as well as in DKNY and third-party private label products. These decreases were partially offset by increases in net sales of $33.0 million of our Karl Lagerfeld and Donna Karan products as well as our Converse and BCBG licensed products, the latter two of which launched during fiscal 2026. The increase in sales of Karl Lagerfeld products was primarily related to sportswear, men’s outerwear and dress categories. The increase in sales of Donna Karan products was primarily related to sportswear and suits categories.

Previous wording

Net sales of our retail operations segment increased to $77.4 million for the six months ended July 31, 2025 from $67.7 million in the same period last year. The number of retail stores operated by us decreased from 50 at July 31, 2024 to 47 at July 31, 2025. The increase in sales in our retail operations segment was the result of increased sales at our DKNY and Karl Lagerfeld Paris stores. Comparable store sales, which include both stores and digital channels, increased at our DKNY and Karl Lagerfeld Paris stores compared to the same period in the prior year.

Current wording

Net sales of our retail operations segment increased to $45.7 million for the three months ended October 31, 2025 from $42.3 million in the same period last year. The number of retail stores operated by us decreased from 51 at October 31, 2024 to 47 at October 31, 2025. The increase in sales in our retail operations segment was the result of increased sales through our Donna Karan website and Karl Lagerfeld Paris stores, partially offset by decreases in our DKNY store sales. Comparable store sales, which include both stores and digital channels, increased for DKNY and Karl Lagerfeld Paris compared to the same period in the prior year.

Previous wording

Gross profit was $250.5 million, or 40.8% of net sales, for the three months ended July 31, 2025, compared to $275.9 million, or 42.8% of net sales, in the same period last year. The gross profit percentage in our wholesale operations segment was 38.9% in the three months ended July 31, 2025 compared to 41.2% in the same period last year. The gross profit percentage in the current year period decreased due to the impact of tariffs and product mix. The gross profit percentage in our retail operations segment was 52.4% for the three months ended July 31, 2025 compared to 54.4% for the same period last year. The gross profit percentage in the current year period was negatively impacted by reduced gross profit from digital sales of our G.H. Bass products.

Current wording

Gross profit was $381.5 million, or 38.6% of net sales, for the three months ended October 31, 2025, compared to $432.1 million, or 39.8% of net sales, in the same period last year. The gross profit percentage in our wholesale operations segment was 36.7% in the three months ended October 31, 2025 compared to 38.4% in the same period last year. The gross profit percentage in the current year period decreased due to the impact of tariffs. The gross profit percentage in our retail operations segment was 50.8% for the three months ended October 31, 2025 compared to 52.3% for the same period last year. The gross profit percentage in the current year period was negatively impacted by tariffs and reduced gross profit from digital sales of our G.H. Bass products. The G.H. Bass digital business will be transitioning to a licensee in the next fiscal year.

Previous wording

Selling, general and administrative expenses decreased to $226.8 million in the three months ended July 31, 2025 from $229.0 million in the same period last year. Selling, general and administrative expenses of our wholesale operations segment decreased to $205.9 million from $207.4 million in the comparable period last year. The decrease in expenses was primarily due to decreases of (i) $7.0 million in compensation expenses, primarily due to a decrease in bonus expense accruals and (ii) $1.5 million in advertising expenses, primarily due to reduced royalty advertising expenses resulting from lower net sales of licensed product in the current period. These decreases were partially offset by an increase of $3.7 million in third-party warehouse and facility expenses. Selling, general and administrative expenses of our retail operations segment decreased to $20.9 million from $21.6 million in the comparable period last year. The decrease in expenses is primarily due to decreases of (i) $0.9 million in third-party warehouse and facility expenses and (ii) $0.7 million in compensation expenses that were partially offset by a $0.9 million increase in advertising expenses.

Current wording

Selling, general and administrative expenses increased to $260.4 million in the three months ended October 31, 2025 from $259.2 million in the same period last year. Selling, general and administrative expenses of our wholesale operations segment increased to $236.0 million from $235.6 million in the comparable period last year. The increase in expenses was primarily due to an increase of $4.7 million in professional fees related to a potential strategic opportunity that did not come to fruition and legal fees. This increase was offset in part primarily by a decrease of $4.2 million in third-party warehouse and facility expenses related to lower net sales. Selling, general and administrative expenses of our retail operations segment increased to $24.4 million from $23.6 million in the comparable period last year.

Previous wording

year period compared to $0.7 million of foreign currency loss in the same period last year. Additionally, other income in the current period consisted of $0.4 million of losses from unconsolidated affiliates during the current period compared to $3.1 million of losses from unconsolidated affiliates in the same period last year.

Current wording

Other income was $1.4 million in the three months ended October 31, 2025 compared to other income of $0.9 million in the same period last year. Other income in the current period consisted of $0.8 million of income from unconsolidated affiliates compared to $0.3 million of income from unconsolidated affiliates in the same period last year. Additionally, other income in the current period consisted of $0.6 million of foreign currency income during the current year period compared to $0.5 million of foreign currency income in the same period last year.

Previous wording

Interest and financing charges, net, for the three months ended July 31, 2025 provided income of $0.3 million compared to expense of $4.9 million in the same period last year. The decrease in interest and financing charges was primarily due to a $7.9 million decrease in interest charges resulting from the redemption of the entire $400 million principal amount of

Current wording

Interest and financing charges, net, for the three months ended October 31, 2025 were $0.2 million compared to $6.4 million in the same period last year. The decrease in interest and financing charges was primarily due to a $3.6 million decrease in interest charges resulting from the redemption of the entire $400 million principal amount of the Senior Secured Notes due 2025 in August 2024 and a $1.6 million charge to interest expense from extinguished debt issuance costs upon the redemption of the Notes recognized in the prior year’s third quarter.

Previous wording

Income tax expense was $5.0 million for the three months ended July 31, 2025 compared to $9.4 million for the same period last year. Our effective tax rate increased to 31.2% in the current year’s quarter from 28.1% in last year’s comparable quarter. The higher effective tax rate in the current year period was due to the impact of permanent tax adjustments on the annual effective tax rate and discrete items in the quarter.

Current wording

Income tax expense was $32.9 million for the three months ended October 31, 2025 compared to $46.2 million for the same period last year. Our effective tax rate increased to 29.0% in the current year’s quarter from 28.7% in last year’s comparable quarter. The higher effective tax rate in the current year’s quarter was primarily due to the impact of permanent tax adjustments on the annual effective tax rate, partially offset by the favorable tax impact of discrete items in the quarter.

Previous wording

Net sales for the six months ended July 31, 2025 decreased to $1.20 billion from $1.25 billion in the same period last year. Net sales of our segments are reported before intercompany eliminations.

Current wording

Net sales for the nine months ended October 31, 2025 decreased to $2.19 billion from $2.34 billion in the same period last year. Net sales of our segments are reported before intercompany eliminations.

Previous wording

Net sales of our wholesale operations segment decreased to $1.15 billion for the six months ended July 31, 2025 from $1.22 billion in the comparable period last year. We sell a broad range of products at varying price points and deliver newly designed products each year. In addition, we have certain revenues, primarily from royalty revenues, that are not based on our shipping units of product. In total, our decrease in sales was driven by a decrease in the number of units we shipped. The decrease in net sales of our wholesale operations segment was primarily the result of decreases in net sales of $110.2 million of our Calvin Klein and Guess licensed products, due in part to several expired licenses that are not part of our go-forward business, as well as third-party private label products. These decreases were partially offset by increases in net sales of $57.6 million of our Karl Lagerfeld, DKNY and Donna Karan products. The increase in sales of Karl Lagerfeld products was primarily related to sportswear and shoes categories. The increase in sales of DKNY products was primarily related to jeanswear, sports and swimwear categories. The increase in sales of Donna Karan products was primarily related to the dress category.

Current wording

Net sales of our wholesale operations segment decreased to $2.13 billion for the nine months ended October 31, 2025 from $2.28 billion in the comparable period last year. We sell a broad range of products at varying price points and deliver newly designed products each year. In addition, we have certain revenues, primarily from royalty revenues, that are not based on our shipping units of product. In total, our decrease in sales was driven by a decrease in the number of units we shipped. The decrease in net sales of our wholesale operations segment was primarily the result of decreases in net sales of $209.4 million of our Calvin Klein and Tommy Hilfiger licensed products, due in part to several expired licenses that are not part of our go-forward business, as well as in third-party private label products. These decreases were partially offset by increases in net sales of $58.6 million of our Karl Lagerfeld, DKNY and Donna Karan products. The increase in sales of Karl Lagerfeld products was primarily related to sportswear, shoes and men’s outerwear categories. The increase in sales of DKNY products was primarily related to outerwear, jeanswear and performance categories. The increase in sales of Donna Karan products was primarily related to the dress, handbags and sportswear categories.

Previous wording

Net sales of our retail operations segment increased to $41.1 million for the three months ended July 31, 2025 from $37.2 million in the same period last year. The number of retail stores operated by us decreased from 50 at July 31, 2024 to 47 at July 31, 2025. The increase in sales in our retail operations segment was the result of increased sales at our Karl Lagerfeld Paris stores. Comparable store sales, which include both stores and digital channels, increased at our Karl Lagerfeld Paris and DKNY stores compared to the same period in the prior year.

Current wording

Net sales of our retail operations segment increased to $123.1 million for the nine months ended October 31, 2025 from $110.1 million in the same period last year. The number of retail stores operated by us decreased from 51 at October 31, 2024 to 47 at October 31, 2025. The increase in sales in our retail operations segment was the result of increased sales through our Donna Karan website and Karl Lagerfeld Paris stores, partially offset by decreases in our DKNY store sales. Comparable store sales, which include both stores and digital channels, increased for DKNY and Karl Lagerfeld Paris compared to the same period in the prior year.

Previous wording

Gross profit was $497.0 million, or 41.5% of net sales, for the six months ended July 31, 2025, compared to $534.8 million, or 42.6% of net sales, in the same period last year. The gross profit percentage in our wholesale operations segment was 39.6% in the six months ended July 31, 2025 compared to 41.1% in the same period last year. The gross profit percentage in the current period decreased due to the impact of tariffs and product mix. The gross profit percentage in our retail operations segment was 52.9% for the six months ended July 31, 2025 compared to 51.1% for the same period last year. The gross profit percentage in the current period was positively impacted from a better product assortment as well as increased digital sales of our Donna Karan products which have higher average unit retail prices.

Current wording

Gross profit was $878.5 million, or 40.2% of net sales, for the nine months ended October 31, 2025, compared to $966.9 million, or 41.3% of net sales, in the same period last year. The gross profit percentage in our wholesale operations segment was 38.3% in the nine months ended October 31, 2025 compared to 39.8% in the same period last year. The gross profit percentage in the current period decreased primarily due to the impact of tariffs. The gross profit percentage in our retail operations segment was 52.1% for the nine months ended October 31, 2025 compared to 51.1% for the same period last year. The gross profit percentage in the current period was positively impacted from an improved product assortment as well as increased digital sales of our Donna Karan products which have higher average unit retail prices.

Previous wording

Selling, general and administrative expenses decreased to $458.3 million in the six months ended July 31, 2025 from $465.7 million in the same period last year. Selling, general and administrative expenses of our wholesale operations segment decreased to $415.6 million from $423.0 million in the comparable period last year. The decrease in expenses was primarily due to decreases of (i) $10.4 million in compensation expenses, primarily due to a decrease in bonus expense accruals and (ii) $7.3 million in advertising expenses, primarily due to the relaunch of the Donna Karan brand and higher spending on the DKNY brand in the prior year’s period and reduced royalty advertising expenses resulting from lower net sales of licensed product in the current period. These decreases were partially offset by increases of (i) $3.2 million in third-party warehouse and facility expenses and (ii) $2.8 million in bad debt expense primarily related to allowances recorded against the outstanding receivables of certain customers due to bankruptcy, including Hudson’s Bay Company. Selling, general and administrative expenses of our retail operations segment increased to $42.7 million from $42.6 million in the comparable period last year.

Current wording

Selling, general and administrative expenses decreased to $718.8 million in the nine months ended October 31, 2025 from $724.9 million in the same period last year. Selling, general and administrative expenses of our wholesale operations segment decreased to $651.7 million from $658.6 million in the comparable period last year. The decrease in expenses was primarily due to decreases of (i) $12.9 million in compensation expenses, primarily due to a decrease in bonus expense accruals and (ii) $8.5 million in advertising expenses, primarily due to the relaunch of the Donna Karan brand and higher spending on the DKNY brand in the prior year’s period and reduced royalty advertising expenses resulting from lower net sales of licensed product in the current period. These decreases were offset in part by increases of (i) $8.4 million in professional fees related to consulting fees related to new technologies, a potential strategic opportunity that did not come to fruition and legal fees and (ii) $3.3 million in bad debt expense primarily related to allowances recorded against the outstanding receivables of certain customers due to bankruptcy, including Hudson’s Bay Company. Selling, general and administrative expenses of our retail operations segment increased to $67.1 million from $66.2 million in the comparable period last year.

Previous wording

Other loss was $0.7 million in the three months ended July 31, 2025 compared to other loss of $3.0 million in the same period last year. Other loss in the current period consisted of $2.0 million of losses from unconsolidated affiliates during the current period compared to $2.2 million of losses from unconsolidated affiliates in the same period last year. Additionally, other loss in the current period consisted of $1.3 million of foreign currency income during the current year period compared to $1.3 million of foreign currency loss in the same period last year.

Current wording

Other income was $4.2 million in the nine months ended October 31, 2025 compared to other loss of $2.2 million in the same period last year. Other income in the current period consisted of $3.8 million of foreign currency income during the current year period compared to $0.2 million of foreign currency loss in the same period last year. Additionally, other income in the current period consisted of $0.4 million of income from unconsolidated affiliates during the current period compared to $2.8 million of losses from unconsolidated affiliates in the same period last year.

Previous wording

Interest and financing charges, net, for the six months ended July 31, 2025 were $0.2 million compared to $10.3 million in the same period last year. The decrease in interest and financing charges was primarily due to a $15.8 million decrease in interest charges resulting from the redemption of the entire $400 million principal amount of the Senior Secured Notes due 2025 in August 2024 that was partially offset by a $7.5 million decrease in investment income from having a larger cash position in the prior year’s period compared to the current period.

Current wording

Interest and financing charges, net, for the nine months ended October 31, 2025 were $0.4 million compared to $16.7 million in the same period last year. The decrease in interest and financing charges was primarily due to a $19.3 million decrease in interest charges resulting from the redemption of the entire $400 million principal amount of the Senior Secured Notes due 2025 in August 2024 and a $1.6 million charge to interest expense from extinguished debt issuance costs upon the redemption of the Notes recognized in the prior period last year. These decreases were partially offset by a $7.7 million decrease in investment income from having a larger cash position in the prior year’s period compared to the current period.

Previous wording

Income tax expense was $8.7 million for the six months ended July 31, 2025 compared to $11.8 million for the same period last year. Our effective tax rate increased to 31.7% in the current year’s period from 28.3% in last year’s comparable period. The higher effective tax rate in the current period was due to the impact of permanent tax adjustments on the annual effective tax rate and discrete items in the period.

Current wording

Income tax expense was $41.6 million for the nine months ended October 31, 2025 compared to $57.9 million for the same period last year. Our effective tax rate increased to 29.5% in the current year’s period from 28.6% in last year’s comparable period. The higher effective tax rate in the current year period was primarily due to the impact of permanent tax adjustments on the annual effective tax rate.

Previous wording

We rely on our cash flows generated from operations, cash and cash equivalents and the borrowing capacity under our revolving credit facility to meet the cash requirements of our business. The cash requirements of our business are primarily related to the seasonal buildup in inventories, compensation paid to employees, occupancy, payments to vendors in the normal course of business, capital expenditures, interest payments on debt obligations and income tax payments. We have also used cash to repurchase our shares and make strategic investments.

Current wording

We rely on our cash flows generated from operations, cash and cash equivalents and the borrowing capacity under our revolving credit facility to meet the cash requirements of our business. The cash requirements of our business are primarily related to the seasonal buildup in inventories, compensation paid to employees, occupancy, payments to vendors in the normal course of business, capital expenditures, interest payments on debt obligations, payments of cash dividends to stockholders and income tax payments. We have also used cash to repurchase our shares and make strategic investments.

Previous wording

As of July 31, 2025, we had cash and cash equivalents of $301.8 million and availability under our revolving credit facility of approximately $530 million. As of July 31, 2025, we were in compliance with all covenants under our revolving credit facility.

Current wording

As of October 31, 2025, we had cash and cash equivalents of $184.1 million and availability under our revolving credit facility of approximately $700 million. As of October 31, 2025, we were in compliance with all covenants under our revolving credit facility. On December 4, 2025, our Board of Directors declared a cash dividend of $0.10 per share. The dividend will be paid on December 29, 2025 to all stockholders of record as of December 15, 2025.

Previous wording

Secured Overnight Financing Rate (“SOFR”) plus a margin of 1.50% to 2.00%, or the alternate base rate plus a margin of 0.50% to 1.00% (defined as the greatest of (i) the “prime rate” of JPMorgan Chase Bank, N.A. from time to time, (ii) the federal funds rate plus 0.5% and (iii) SOFR for a borrowing with an interest period of one month plus 1.00%), with the applicable margin determined based on the Borrowers’ average daily availability under the Third ABL Credit Agreement. The Third ABL Credit Agreement is secured by specified assets of the Borrowers and the Guarantors. As of July 31, 2025, interest under the Third ABL Credit Agreement was being paid at an average rate of 8.0% per annum.

Current wording

Amounts available under the Third ABL Credit Agreement are subject to borrowing base formulas and overadvances as specified in the Third ABL Credit Agreement. Borrowings bear interest, at the Borrowers’ option, at Adjusted Term Secured Overnight Financing Rate (“SOFR”) plus a margin of 1.50% to 2.00%, or the alternate base rate plus a margin of 0.50% to 1.00% (defined as the greatest of (i) the “prime rate” of JPMorgan Chase Bank, N.A. from time to time, (ii) the federal funds rate plus 0.5% and (iii) SOFR for a borrowing with an interest period of one month plus 1.00%), with the applicable margin determined based on the Borrowers’ average daily availability under the Third ABL Credit Agreement. The Third ABL Credit Agreement is secured by specified assets of the Borrowers and the Guarantors. As of October 31, 2025, interest under the Third ABL Credit Agreement was being paid at an average rate of 7.98% per annum.

Previous wording

As of July 31, 2025, we had no borrowings outstanding under the Third ABL Credit Agreement. The Third ABL Credit Agreement also includes amounts available for letters of credit. As of July 31, 2025, there were $0.6 million outstanding trade letters of credit and $2.6 million of standby letters of credit.

Current wording

As of October 31, 2025, we had no borrowings outstanding under the Third ABL Credit Agreement. The Third ABL Credit Agreement also includes amounts available for letters of credit. As of October 31, 2025, there were no outstanding trade letters of credit and $2.4 million of standby letters of credit.

Previous wording

At the date of the refinancing of the Second ABL Credit Agreement, we had $1.8 million of unamortized debt issuance costs remaining from the Second ABL Credit Agreement. There was no extinguishment of any amount of the unamortized debt issuance costs remaining from the Second ABL Credit Agreement. We incurred new debt issuance costs totaling $3.8 million related to the Third ABL Credit Agreement. We have a total of $5.6 million debt issuance costs related to our Third ABL Credit Agreement. As permitted under ASC 835, the debt issuance costs have been deferred and are presented as an asset which is amortized ratably over the term of the Third ABL Credit Agreement.

Current wording

We have a total of $5.6 million debt issuance costs related to our Third ABL Credit Agreement. As permitted under ASC 835, the debt issuance costs have been deferred and are presented as an asset which is amortized ratably over the term of the Third ABL Credit Agreement. Total debt issuance costs, net of amortization, were $4.5 million, $5.2 million and $5.4 million as of October 31, 2025, October 31, 2024 and January 31, 2025, respectively.

Previous wording

Several of the Company’s foreign entities borrow funds under various unsecured loans to provide funding for operations in the normal course of business. In the aggregate, the Company is currently required to make quarterly installment payments of principal in the amount of €0.8 million under these loans. Interest on the outstanding principal amount of the loans accrues at a fixed rate equal to 0% to 5.0% per annum, payable on either a quarterly or monthly basis. As of July 31, 2025, the Company had an aggregate outstanding balance of €4.4 million ($5.2 million) under these unsecured loans.

Current wording

Several of the Company’s foreign entities borrow funds under various unsecured loans to provide funding for operations in the normal course of business. In the aggregate, the Company is currently required to make quarterly installment payments of principal in the amount of €0.8 million under these loans. Interest on the outstanding principal amount of the loans accrues at a fixed rate equal to 0% to 5.0% per annum, payable on either a quarterly or monthly basis. As of October 31, 2025, the Company had an aggregate outstanding balance of €3.9 million ($4.6 million) under these unsecured loans.

Previous wording

Certain of our foreign entities entered into overdraft facilities that allow for applicable bank accounts to be in a negative position up to a certain maximum overdraft. These uncommitted overdraft facilities with HSBC Bank allow for an aggregate maximum overdraft of €10 million. Interest on drawn balances accrues at a rate equal to the EURIBOR plus a margin of 1.75% per annum, payable quarterly. The facility may be cancelled at any time by us or HSBC Bank. Certain of our foreign entities have also entered into overdraft facilities with UBS Bank in Switzerland for an aggregate of CHF 4.7 million at varying interest rates of 0% to 0.5%. As of July 31, 2025, the Company had an aggregate of €3.5 million ($4.1 million) drawn under these various facilities.

Current wording

Certain of our foreign entities entered into overdraft facilities that allow for applicable bank accounts to be in a negative position up to a certain maximum overdraft. These uncommitted overdraft facilities with HSBC Bank allow for an aggregate maximum overdraft of €10 million. Interest on drawn balances accrues at a rate equal to the EURIBOR plus a margin of 1.75% per annum, payable quarterly. The facility may be cancelled at any time by us or HSBC Bank. Certain of our foreign entities have also entered into overdraft facilities with UBS Bank in Switzerland for an aggregate of CHF

Previous wording

KLH has a credit agreement with ABN AMRO Bank N.V. with a credit limit of €15.0 million which is secured by specified assets of KLH. Borrowings bear interest at the EURIBOR plus a margin of 1.7%. A subsidiary of Vilebrequin has a credit agreement with CIC Bank with a credit limit of €5.0 million. Borrowings bear interest at the Euro Short-Term Rate plus a

Current wording

KLH has a credit agreement with ABN AMRO Bank N.V. with a credit limit of €15.0 million which is secured by specified assets of KLH. Borrowings bear interest at the EURIBOR plus a margin of 1.7%. A subsidiary of Vilebrequin has a credit agreement with CIC Bank with a credit limit of €5.0 million. Borrowings bear interest at the Euro Short-Term Rate plus a margin of 1.75%. As of October 31, 2025, we had an aggregate balance of €5.1 million ($6.0 million) in borrowings outstanding under these credit facilities.

Previous wording

Our primary operating cash requirements are to fund our seasonal buildup in inventories and accounts receivable, primarily during the second and third fiscal quarters each year. Due to the seasonality of our business, we generally reach our peak borrowings under our revolving credit facility during our third fiscal quarter. The primary sources to meet our operating cash requirements have been borrowings under the revolving credit facility and cash generated from operations.

Current wording

Our primary operating cash requirements are to fund our seasonal buildup in inventories and accounts receivable, primarily during the second and third fiscal quarters each year. The primary sources to meet our operating cash requirements have been borrowings under the revolving credit facility and cash generated from operations.

Previous wording

We had no borrowings outstanding under our Third ABL Credit Agreement at July 31, 2025 and 2024, respectively. We redeemed the entire $400 million principal amount of the Notes in August 2024. We had $400 million in borrowings outstanding under the Notes at July 31, 2024. Our contingent liability under open letters of credit was approximately $3.3 million and $9.1 million at July 31, 2025 and 2024, respectively. We had an aggregate of €4.4 million ($5.2 million) and €7.2 million ($7.8 million) outstanding under our various unsecured loans as of July 31, 2025 and 2024, respectively. We had €3.5 million ($4.1 million) and €7.4 million ($7.9 million) outstanding under our overdraft facilities as of July 31, 2025 and 2024, respectively. We had €5.3 million ($6.2 million) outstanding under our foreign credit facilities as of July 31, 2025. We had no borrowings outstanding under our foreign credit facilities as of July 31, 2024.

Current wording

We had no borrowings outstanding under our Third ABL Credit Agreement at October 31, 2025. We had $210.1 million in borrowings outstanding under our Third ABL Credit Agreement at October 31, 2024. We redeemed the entire $400 million principal amount of the Notes in August 2024. Our contingent liability under open letters of credit was approximately $2.4 million and $9.0 million at October 31, 2025 and 2024, respectively. We had an aggregate of €3.9 million ($4.6 million) and €6.0 million ($7.3 million) outstanding under our various unsecured loans as of October 31, 2025 and 2024, respectively. We had no borrowings outstanding under our overdraft facilities as of October 31, 2025. We had €4.1 million ($4.6 million) outstanding under our overdraft facilities as of October 31, 2024. We had €5.1 million ($6.0 million) and €2.0 million ($2.2 million) outstanding under our foreign credit facilities as of October 31, 2025 and 2024, respectively.

Previous wording

In August 2023, our Board of Directors authorized an increase in the number of shares covered by our share repurchase program to an aggregate amount of 10,000,000 shares. Pursuant to this program, during the six months ended July 31, 2025, we acquired 1,948,425 of our shares of common stock for an aggregate purchase price of $44.3 million, excluding excise tax. The timing and actual number of shares repurchased, if any, will depend on a number of factors, including market conditions and prevailing stock prices, and are subject to compliance with certain covenants contained in our loan agreement. Share repurchases may take place on the open market, in privately negotiated transactions or by other means, and would be made in accordance with applicable securities laws. As of July 31, 2025, we had remaining 5,841,743 shares that are authorized for purchase under this program. As of September 3, 2025, we had 42,215,473 shares of common stock outstanding.

Current wording

In August 2023, our Board of Directors authorized an increase in the number of shares covered by our share repurchase program to an aggregate amount of 10,000,000 shares. Pursuant to this program, during the nine months ended October 31, 2025, we acquired 2,158,276 of our shares of common stock for an aggregate purchase price of $49.8 million, excluding excise tax. The timing and actual number of shares repurchased, if any, will depend on a number of factors, including market conditions and prevailing stock prices, and are subject to compliance with certain covenants contained in our loan agreement. Share repurchases may take place on the open market, in privately negotiated transactions or by other means, and would be made in accordance with applicable securities laws. As of October 31, 2025, we had remaining 5,631,892 shares that are authorized for purchase under this program. As of December 3, 2025, we had 42,189,287 shares of common stock outstanding.

Previous wording

We generated $168.9 million in cash from operating activities during the six months ended July 31, 2025, primarily as a result of our net income of $18.7 million, an increase of $170.5 million in accounts payable and accrued expenses and a decrease of $149.8 million in accounts receivable. We also generated cash from operating activities as a result of non-cash charges relating primarily to depreciation and amortization of $13.9 million and share-based compensation of $11.0 million. These items were offset, in part, by an increase of $161.7 million in inventories and a decrease of $19.3 million in customer refund liabilities.

Current wording

and $17.5 million in income taxes payable, net. We also generated cash from operating activities as a result of non-cash charges relating primarily to depreciation and amortization of $21.1 million and share-based compensation of $17.0 million. These items were offset, in part, by increases of $147.0 million in accounts receivable and $69.0 million in inventories.

Previous wording

The changes in operating cash flow items are consistent with our seasonal pattern of building up inventory for the fall shipping season resulting in the increase in inventory and accounts payable. Our accounts receivable and customer refund liabilities decreased because we experience lower sales in our first and second quarters than in our third and fourth quarters.

Current wording

The changes in operating cash flow items are consistent with our seasonal pattern of higher sales and building up inventory for the fall shipping season resulting in the increases in accounts receivable, inventory and accounts payable. The fall shipping season begins during the latter half of our second fiscal quarter. The increase in accounts receivable during the nine months ended October 31, 2025 was less than the increase in accounts receivable during the nine months ended October 31, 2024 as a result of a decline in net sales and an increase in collections of receivables in the current year period.

Previous wording

We used $19.2 million of cash in investing activities during the six months ended July 31, 2025. We had $18.4 million in capital expenditures primarily related to leasehold improvement expenditures.

Current wording

We used $28.3 million of cash in investing activities during the nine months ended October 31, 2025. We had $27.5 million in capital expenditures primarily related to leasehold improvement and computer software expenditures.

Previous wording

Net cash used by financing activities was $41.3 million during the six months ended July 31, 2025 primarily as a result of $44.3 million of cash used to repurchase 1,948,425 shares of our common stock under our share repurchase program, excluding excise tax, and $4.9 million for taxes paid in connection with net share settlements of stock grants that vested. These items were offset, in part, by net proceeds of $8.0 million under our various foreign facilities.

Current wording

Net cash used by financing activities was $51.2 million during the nine months ended October 31, 2025 primarily as a result of $49.8 million of cash used to repurchase 2,158,276 shares of our common stock under our share repurchase program, excluding excise tax, and $5.0 million for taxes paid in connection with net share settlements of stock grants that vested. These items were offset, in part, by net proceeds of $3.5 million under our various foreign facilities.