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G III APPAREL GROUP LTD /DE/

For the period ended Jun 11, 2026. Filed May 5, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 11, 2026 · Filed May 5, 2026

GIII$31.41-1.9%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrant⌧ Filed by a Party other than the Registrant◻

Check the appropriate box:

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◻​Preliminary Proxy Statement
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◻​Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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⌧​Definitive Proxy Statement
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◻​Definitive Additional Materials
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◻​Soliciting Material Pursuant to § 240.14a-12
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G-III APPAREL GROUP, LTD.
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)​
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Payment of filing fee (Check the appropriate box):
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⌧​No fee required.
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◻​Fee paid previously with preliminary materials.
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◻​Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of G-III Apparel Group, Ltd. which will be held on Thursday, June 11, 2026 at 10:00 a.m., New York time, at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, 29 th Floor, New York, New York 10019.

Only stockholders of record at the close of business on April 16, 2026, the record date for the Annual Meeting, are entitled to notice of and to vote at the Annual Meeting and any adjournments thereof. Stockholders who own shares of our common stock beneficially through a bank, broker or other nominee will also be entitled to attend the Annual Meeting.

The formal Notice of Meeting and the accompanying Proxy Statement set forth proposals for your consideration this year. You are being asked:

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1To elect eleven directors to serve on our Board of Directors for the ensuing year,
2For an advisory and non-binding vote on the compensation of our named executive officers,
3To approve our amended 2023 Long-Term Incentive Plan to increase the number of shares of common stock authorized for grant and issuance under the 2023 Long-Term Incentive Plan by 2,500,000 shares, and
4To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2027.

At the meeting, we will also report on the affairs of G-III, and a discussion period will be provided for questions and comments of general interest to stockholders.

We look forward to greeting personally those of you who are able to be present at the meeting. However, whether or not you are able to attend the Annual Meeting, it is important that your shares be represented. Accordingly, you are requested to sign, date and mail, at your earliest convenience, the enclosed proxy in the envelope provided for your use, or vote your shares by calling the telephone number or visiting the website specified on your proxy card or voting instruction form.

Thank you for your cooperation.

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​Very truly yours,
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​Morris Goldfarb
​Chief Executive Officer

May 5, 2026

Forward-Looking Statements

Various statements contained in this Proxy Statement, in future filings by us with the SEC, in our press releases and in oral statements made from time to time by us or on our behalf constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations and are indicated by words or phrases such as “anticipate,” “estimate,” “expect,” “will,” “project,” “we believe,” “is or remains optimistic,” “currently envisions,” “forecasts,” “goal” and similar words or phrases and involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from the future results, performance or achievements expressed in or implied by such forward-looking statements. Forward-looking statements also include representations of our expectations or beliefs concerning future events that involve risks and uncertainties. Any forward-looking statements are based largely on our expectations and judgments and are subject to a number of risks and uncertainties, many of which are unforeseeable and beyond our control. A detailed discussion of significant risk factors that have the potential to cause our actual results to differ materially from our expectations is described under the heading “Risk Factors” in our 2025 Annual Report. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of G-III Apparel Group, Ltd. will be held on:

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​​Thursday, June 11, 2026​​10:00 a.m., New York time​​​The offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas 29th Floor New York, New York 10019

For the following purposes:

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1To elect eleven directors to serve on our Board of Directors for the ensuing year,
2To hold an advisory and non-binding vote on the compensation of our named executive officers,
3To approve our amended 2023 Long-Term Incentive Plan to increase the number of shares of common stock authorized for grant and issuance under the 2023 Plan by 2,500,000 shares,
4To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2027, and
5To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.
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Only stockholders of record at the close of business on April 16, 2026 will be entitled to notice of and to vote at the Annual Meeting or any adjournment thereof.

All stockholders are cordially invited to attend the Annual Meeting in person.**Whether or not you plan to attend the Annual Meeting in person, each stockholder is urged to complete, date and sign the enclosed form of proxy and return it promptly in the envelope provided, or vote your shares by calling the telephone number or visiting the website specified on your proxy card or voting instruction form.**No postage is required if the proxy is mailed in the United States. If you vote by telephone or internet, you do not need to mail back your proxy. Stockholders who attend the Annual Meeting may revoke their proxies and vote their shares in person.

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​Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 11, 2026.The Proxy Statement and our 2025 Annual Report to Stockholders are available in the “Investors” section of our website at http://www.giii.com.​
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​By Order of the Board of Directors
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​Michael C. Brady
​Secretary
New York, NY​
May 5, 2026​
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.