G III APPAREL GROUP LTD /DE/

Previous wording

Each of Vilebrequin, KLH, certain other subsidiaries and AWWG Investments B.V. (“AWWG”), an 18.7% owned investment accounted for under the equity method of accounting, 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, certain other subsidiaries and AWWG 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 three-month period ended April 30, 2026, the results of Vilebrequin, KLH, certain other subsidiaries and AWWG are included for the three-month period ended March 31, 2026. Our retail operations segment reports on a 52/53 week fiscal year. For fiscal 2027 and 2026, the three-month periods for the retail operations segment were each 13-week periods and ended on May 2, 2026 and May 3, 2025, respectively.

Current wording

Each of Vilebrequin, KLH 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 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, 2026, the results of Vilebrequin, KLH and certain other subsidiaries are included for the six-month period ended June 30, 2026. Our retail operations segment reports on a 52/53 week fiscal year. For fiscal 2027 and 2026, the three and six-month periods for the retail operations segment were each 13-week and 26-week periods and ended on August 1, 2026 and August 2, 2025, respectively.

Previous wording

On May 14, 2026, we entered into certain agreements relating to the acquisition of the Marc Jacobs business (the “Marc Jacobs Acquisition”) from LVMH Moet Hennessy Louis Vuitton Inc. and its affiliates (“LVMH”). The transaction is structured such that (i) MJ Topco, LLC (“IPCo”), a newly formed joint venture between a subsidiary of the Company and an affiliate of WHP Global (“WHP”), will acquire all of the issued and outstanding units of Marc Jacobs Holdings, LLC through a wholly owned indirect subsidiary, Majestic AcqCo, LLC, (ii) following such acquisition, we will acquire the Marc Jacobs operating business through our subsidiaries, and (iii) IPCo will retain the Marc Jacobs intellectual property and certain other retained assets. We will fund our approximately $500 million investment using cash on hand and borrowings under our revolving credit facility. We will operate the business pursuant to a license from IPCo. Subject to closing, the license agreement will provide an exclusive right to use the Marc Jacobs brand in the United States, Canada, Mexico and Western Europe for the distribution, promotion and sale of specified product categories, including women’s and men’s apparel, handbags, footwear, swim, small leather goods, luggage and cold weather accessories, through wholesale channels, branded retail stores and branded e-commerce sites. The initial term of the license agreement is from the effective date through December 2041, and we have 10 successive options to renew the license agreement for periods of 5 years.

Current wording

On May 14, 2026, we entered into certain agreements relating to the acquisition of the Marc Jacobs business (the “Marc Jacobs Acquisition”) from LVMH Moet Hennessy Louis Vuitton Inc. and its affiliates (“LVMH”), which was completed as of September 1, 2026 (the “Closing Date”). The transaction was structured such that (i) MJ Topco, LLC (“IPCo”), a newly formed joint venture in which a subsidiary of the Company owns 50% of the membership interests and an affiliate of WHP Global (“WHP”) owns the remaining 50%, acquired all of the issued and outstanding units of Marc Jacobs Holdings, LLC through a wholly-owned indirect subsidiary, Majestic AcqCo, LLC, (ii) following such acquisition, we acquired 100% of the Marc Jacobs operating business through our subsidiaries, and (iii) IPCo retained the Marc Jacobs intellectual property and certain other retained assets. We funded our approximately $500 million investment using cash on hand and borrowings under our revolving credit facility. We operate the business pursuant to a license from IPCo.

Previous wording

Our wholesale operations segment includes sales of products to retailers under owned, licensed and private label brands, as well as sales related to the Vilebrequin and Karl Lagerfeld businesses, including from retail stores operated by Vilebrequin and Karl Lagerfeld, other than sales of product under the Karl Lagerfeld Paris brand generated by our retail stores and digital sites. Wholesale revenues also include royalty revenues from license agreements related to our owned

Current wording

Our wholesale operations segment includes sales of products to retailers under owned, licensed and private label brands, as well as sales related to the Vilebrequin and Karl Lagerfeld businesses, including from retail stores operated by Vilebrequin and Karl Lagerfeld, other than sales of product under the Karl Lagerfeld Paris brand generated by our retail stores and digital sites. Wholesale revenues also include royalty revenues from license agreements related to our owned trademarks including DKNY, Donna Karan, Karl Lagerfeld, G.H. Bass, Andrew Marc, Vilebrequin and Sonia Rykiel in product categories we do not produce ourselves.

Previous wording

In February 2026, the Supreme Court of the United States ruled against the current administration’s use of the International Emergency Economic Powers Act (“IEEPA”) to impose certain tariffs levied since February 2025. Pursuant to a court order on March 4, 2026 from the U.S. Court of International Trade (“CIT”) directing the refund of such tariffs, including applicable interest, on April 20, 2026, U.S. Customs and Border Protection (“CBP”) launched the Consolidated Administration and Processing of Entries (“CAPE”) system to facilitate refund claims, to which we have successfully submitted our refund claim. The timing of cash receipts for tariff refunds remains dependent upon the processing of refund claims by CBP and the U.S. Department of Treasury.

Current wording

In February 2026, the Supreme Court of the United States ruled against the current administration’s use of the International Emergency Economic Powers Act (“IEEPA”) to impose certain tariffs levied since February 2025. Pursuant to a court order on March 4, 2026 from the U.S. Court of International Trade (“CIT”) directing the refund of such tariffs, including applicable interest, on April 20, 2026, U.S. Customs and Border Protection (“CBP”) launched the Consolidated Administration and Processing of Entries (“CAPE”) system to facilitate refund claims, to which we have successfully submitted our refund claim. We received approximately $129.7 million in tariff refunds from the U.S. Department of Treasury during the second quarter of fiscal 2027. As of July 31, 2026, we have a tariff refund receivable remaining of approximately $9.8 million, which is included within prepaid expenses and other current assets in our condensed consolidated balance sheets. The timing of cash receipts for our remaining tariff refund claim remains dependent upon the processing of refund claims by CBP and the U.S. Department of Treasury.

Previous wording

While the elimination of IEEPA tariffs is expected to have a favorable impact on gross margin, the imposition of additional tariffs, including those under Section 122 and potential measures arising from Section 301 actions, may offset such benefits and could adversely affect our financial results. We continue to monitor these changing tariffs and trade restrictions. We are taking steps to mitigate the impact of new and increased tariffs by working with our long-standing vendors to participate in the increased costs, increasing prices where possible and continuing to look for alternative sourcing options.

Current wording

offset such benefits and could adversely affect our financial results. We continue to monitor these changing tariffs and trade restrictions. We are taking steps to mitigate the impact of new and increased tariffs by working with our long-standing vendors to participate in the increased costs, increasing prices where possible and continuing to look for alternative sourcing options.

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 and Wilsons Leather 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

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 and Wilsons Leather 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.

Previous wording

We have attempted to respond to general trends in our industry by continuing to focus on selling products with recognized brand equity, by attention to design, quality and value and by improving our sourcing capabilities. We have also pursued several strategic opportunities, such as (i) our purchase of the interests not previously owned by us that resulted in Karl Lagerfeld becoming our wholly-owned subsidiary, (ii) new license agreements entered into by us, such as our recent license agreements for the Halston, Champion, Converse, BCBG and French Connection brands and (iii) our formation of a joint venture with WHP to acquire Marc Jacobs Holdings, LLC. Our actions added to our portfolio of licensed and proprietary brands and helped diversify our business by adding new product lines and expanding distribution channels. We believe that our broad distribution capabilities help us to respond to the various shifts by consumers between distribution channels and that our operational capabilities will enable us to continue to be a vendor of choice for our retail partners.

Current wording

We have attempted to respond to general trends in our industry by continuing to focus on selling products with recognized brand equity, by attention to design, quality and value and by improving our sourcing capabilities. We have also pursued several strategic opportunities, such as (i) our purchase of the interests not previously owned by us that resulted in Karl Lagerfeld becoming our wholly-owned subsidiary, (ii) new license agreements entered into by us, such as our recent license agreements for the Halston, Champion, Converse, BCBG and French Connection brands and (iii) our formation of a joint venture with WHP which acquired Marc Jacobs Holdings, LLC. Our actions added to our portfolio of licensed and proprietary brands and helped diversify our business by adding new product lines and expanding distribution channels. We believe that our broad distribution capabilities help us to respond to the various shifts by consumers between distribution channels and that our operational capabilities will enable us to continue to be a vendor of choice for our retail partners.

Previous wording

Our licenses for Calvin Klein and Tommy Hilfiger products expire on a staggered basis which began on December 31, 2024 and continue through December 31, 2026. Unless we are able to increase the sales of our other products, acquire new businesses and/or enter into other license agreements covering different products, the staggered expirations of the Calvin Klein and Tommy Hilfiger license agreements will cause a significant decrease in our net sales and have a material adverse effect on our results of operations.

Current wording

Our licenses for Calvin Klein and Tommy Hilfiger products expire on a staggered basis, with expirations that began on December 31, 2024 and continue through December 31, 2026. Unless we are able to increase the sales of our other products, acquire new businesses and/or enter into other license agreements covering different products, the staggered

Previous wording

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, executing on digital channel business opportunities and our recent formation of a joint venture with WHP to acquire Marc Jacobs Holdings, LLC. Additionally, we also recognize higher gross profit percentages on sales of our owned brands. 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 Halston and Champion brands that launched in fiscal 2025, the Converse and BCBG brands that launched in fiscal 2026 and the French Connection brand that launched in fiscal 2027.

Current wording

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, executing on digital channel business opportunities and our recent formation of a joint venture with WHP which acquired Marc Jacobs Holdings, LLC. Additionally, we also recognize higher gross profit percentages on sales of our owned brands. 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 Halston and Champion brands that launched in fiscal 2025, the Converse and BCBG brands that launched in fiscal 2026 and the French Connection brand that launched in fiscal 2027.

Previous wording

On June 13, 2025, we filed a complaint against PVH Corp. and two of its subsidiaries (“Defendants”) in the New York County Commercial Division of the Supreme Court of the State of New York for breach of contract, breach of the implied covenant of good faith and fair dealing, and tortious interference with contract arising out of the unreasonable denial of our request to extend the Calvin Klein and Tommy Hilfiger licenses for the women’s suits category for an additional three-year period and other actions taken by Defendants that undermined our ability to perform under Calvin Klein and Tommy Hilfiger license agreements and subjected us to contractual penalties. On July 30, 2025, Calvin Klein, Inc. and Tommy Hilfiger Licensing LLC filed their own complaint against G-III in the same court alleging breaches of the license agreements between the parties. We believe that Calvin Klein, Inc. and Tommy Hilfiger Licensing LLC’s complaint is without merit, and we intend to vigorously defend the Company. Due to the uncertainty inherent in any litigation, we are unable to estimate any reasonably possible loss, or range of loss, with respect to this matter.

Current wording

On June 13, 2025, the Company filed a complaint against PVH Corp. and two of its subsidiaries (“Defendants”) in the New York County Commercial Division of the Supreme Court of the State of New York for breach of contract, breach of the implied covenant of good faith and fair dealing, and tortious interference with contract arising out of the unreasonable denial of the Company’s request to extend the Calvin Klein and Tommy Hilfiger licenses for the women’s suits category for an additional three-year period and other actions taken by Defendants that undermined the Company’s ability to perform under Calvin Klein and Tommy Hilfiger license agreements and subjected the Company to contractual penalties. On July 30, 2025, Calvin Klein, Inc. and Tommy Hilfiger Licensing LLC filed their own complaint against G-III in the same court alleging breaches of the license agreements between the parties. On April 30, 2026, in response to the Company’s amended complaint, Defendants filed counterclaims alleging breaches of the license agreements. The Company has moved to dismiss those counterclaims. On June 18, 2026, the Company filed a motion seeking leave to file a second amended complaint to add allegations that the PVH parties tortiously interfered with the Company’s subsidiaries’ agreements with AWWG, and that the PVH parties breached the confidentiality provisions in the license agreements between the parties.

Previous wording

In July 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 months ended April 30, 2026 and our condensed consolidated balance sheet as of April 30, 2026.

Current wording

In July 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 six months ended July 31, 2026 and our condensed consolidated balance sheet as of July 31, 2026.

Previous wording

In December 2022, the Council of the European Union (“EU”) announced that EU member states reached an agreement to implement the minimum tax component of the Organization for Economic Co-operation and Development’s (“OECD”) international tax reform initiative, known as Pillar Two. The Pillar Two Model Rules provide for a global minimum tax of 15% for multinational enterprise groups (“MNEs”) and was effective beginning fiscal 2025. In January 2026, the OECD introduced a side-by-side agreement in which U.S.-parented MNEs are exempt from certain aspects of the global minimum tax. This agreement is effective for our fiscal year ending January 31, 2027, but is subject to adoption by each jurisdiction. While these rules are not expected to have a material impact on our effective tax rate or financial results for fiscal 2027, we continue to monitor our operations and evolving tax legislation in the jurisdictions in which we operate.

Current wording

introduced a side-by-side agreement in which U.S.-parented MNEs are exempt from certain aspects of the global minimum tax. This agreement is effective for our fiscal year ending January 31, 2027, but is subject to adoption by each jurisdiction. While these rules are not expected to have a material impact on our effective tax rate or financial results for fiscal 2027, we continue to monitor our operations and evolving tax legislation in the jurisdictions in which we operate.

Previous wording

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

Current wording

Interest rates in the United States and certain international markets remain elevated, continuing to influence consumer borrowing costs and discretionary spending patterns. 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

We are monitoring the direct and indirect impacts from the military conflicts in Ukraine and the latest developments across the Middle East. These international conflicts and the continued threat of terrorism, heightened security measures and military action in response to acts of terrorism or civil unrest have disrupted commerce and intensified concerns regarding the United States and world economies. Our sales in Russia, Ukraine and Israel are not material to our financial results. However, the imposition of additional sanctions by the United States and/or foreign governments, as well as the sanctions already in place, could lead to restrictions related to sales and our supply chain for which the financial impact is uncertain. In addition, the continuation or escalation of these international conflicts, including the potential for additional countries to declare war against each other, may lead to further, broader unfavorable macroeconomic conditions, including unfavorable foreign exchange rates, increases in fuel prices, food shortages, a weakening of the worldwide economy, lower consumer demand and volatility in financial markets. The possible effects of these international conflicts could have a material adverse effect on our business and our results of operations.

Current wording

We are monitoring the direct and indirect impacts from the military conflicts in Ukraine and the Middle East. These international conflicts and the continued threat of terrorism, heightened security measures and military action in response to acts of terrorism or civil unrest have disrupted commerce and intensified concerns regarding the United States and world economies. The imposition of additional sanctions by the United States and/or foreign governments, as well as the sanctions already in place, could lead to restrictions related to sales and our supply chain for which the financial impact is uncertain. In addition, the continuation or escalation of these international conflicts, including the potential for additional countries to declare war against each other, may lead to further, broader unfavorable macroeconomic conditions, including unfavorable foreign exchange rates, increases in fuel prices, food shortages, a weakening of the worldwide economy, lower consumer demand and volatility in financial markets. The possible effects of these international conflicts could have a material adverse effect on our business and our results of operations.

Previous wording

The global supply chain continues to be negatively impacted by various factors, including the ongoing disruptions in the Middle East and the various tariffs imposed across all countries. The latest developments as it relates to Iran have added further uncertainty to our supply chain operations. Conflicts in the Middle East continue to cause major disruptions to global supply chains by impacting critical shipping routes through the Suez Canal and Red Sea for cargo, adding time and cost to shipments. To date, our business has not been significantly impacted by such disruptions, however we have experienced shipping delays impacting the timing of inventory receipts. These delays have not resulted in a significant loss of customer sales. If there is further escalation of these conflicts, it may negatively impact the timely receipt of inventory as well as increase our shipping costs. We will continue to monitor supply chain challenges and coordinate with our partners to divert or adjust routes and destinations accordingly to ensure timely delivery of our product.

Current wording

The global supply chain continues to be negatively impacted by various factors, including the ongoing disruptions in the Middle East, the various tariffs imposed across all countries and recent typhoon activity in Asia. The latest developments related to Iran have added further uncertainty to our supply chain operations. Conflicts in the Middle East continue to cause major disruptions to global supply chains by impacting critical shipping routes through the Suez Canal and Red Sea for cargo, adding time and cost to shipments. To date, our business has not been significantly impacted by such disruptions; however, we have experienced shipping delays impacting the timing of inventory receipts. These delays have not resulted in a significant loss of customer sales. If there is further escalation of these conflicts, it may negatively impact the timely receipt of inventory as well as increase our shipping costs.

Previous wording

The imposition of tariffs by the U.S. government and certain foreign jurisdictions, along with geopolitical tensions, have created an uncertain environment for global trade. As the impact of new or increased tariffs, quotas, embargoes or other trade barriers that could impact our supply chain and cost structure is dependent on global trade negotiations, we continue to monitor these changing tariffs and trade restrictions. We source substantially all of our products from a global network of independent, third-party manufacturers, primarily located in Asia.

Current wording

The imposition of tariffs by the U.S. government and certain foreign jurisdictions, along with geopolitical tensions, has created an uncertain environment for global trade. As the impact of new or increased tariffs, quotas, embargoes or other trade barriers that could impact our supply chain and cost structure is dependent on global trade negotiations, we continue to monitor these changing tariffs and trade restrictions. We source substantially all of our products from a global network of independent, third-party manufacturers, primarily located in Asia.

Previous wording

Net sales for the three months ended April 30, 2026 decreased to $536.0 million from $583.6 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 July 31, 2026 decreased to $554.1 million from $613.3 million 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 $514.8 million for the three months ended April 30, 2026 from $562.6 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, partially offset by a slightly higher average price. The decrease in net sales of our wholesale operations segment was primarily the result of decreases in net sales of $86.9 million of our Calvin Klein and Tommy Hilfiger licensed

Current wording

Net sales of our wholesale operations segment decreased to $530.8 million for the three months ended July 31, 2026 from $589.0 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, partially offset by higher average prices. The decrease in net sales of our wholesale operations segment was primarily the result of decreases in net sales of $95.2 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. These decreases were partially offset by increases in net sales of $28.9 million of our Donna Karan products and our BCBG, Converse and French Connection licensed products. The increase in sales of Donna Karan products was primarily related to the dresses, suits and sportswear categories.

Previous wording

Selling, general and administrative expenses increased to $255.3 million in the three months ended April 30, 2026 from $231.5 million in the same period last year. Selling, general and administrative expenses of our wholesale operations segment increased to $234.4 million from $209.7 million in the comparable period last year. The increase in expenses was primarily due to increases of (i) $17.3 million in compensation expenses, primarily due to an increase in incentive compensation and share-based compensation expense and (ii) $6.4 million inclusive of professional fees related to our strategic joint venture to acquire the Marc Jacobs operating business as well as legal fees related to other matters. Selling, general and administrative expenses of our retail operations segment decreased to $20.9 million from $21.8 million in the comparable period last year.

Current wording

Selling, general and administrative expenses increased to $231.4 million in the three months ended July 31, 2026 from $226.8 million in the same period last year. Selling, general and administrative expenses of our wholesale operations segment increased to $210.4 million in the three months ended July 31, 2026 from $205.9 million in the comparable period last year. The increase in expenses was primarily due to increases of (i) $6.3 million in professional fees related to our strategic joint venture to acquire the Marc Jacobs operating business as well as legal fees related to other matters and (ii) $5.1 million in compensation expenses, primarily due to an increase in salaries and share-based compensation expense. These increases were partially offset by a decrease of $6.9 million in third-party warehouse expenses resulting from shipping fewer units of inventory. Selling, general and administrative expenses of our retail operations segment were $21.0 million in the three months ended July 31, 2026 compared to $20.9 million in the same period last year.

Previous wording

Depreciation and amortization was $7.2 million for the three months ended April 30, 2026 compared to $6.6 million in the same period last year.

Current wording

Depreciation and amortization was $8.2 million for the three months ended July 31, 2026 compared to $7.3 million in the same period last year.

Previous wording

Other loss was $0.8 million in the three months ended April 30, 2026 compared to other income of $3.5 million in the same period last year. Other loss in the current period consisted of $0.8 million of foreign currency loss during the current year period compared to $1.9 million of foreign currency income in the same period last year. Our foreign currency income and losses are primarily related to the euro. Additionally, other loss in the current period consisted of a nominal loss from unconsolidated affiliates during the current year period compared to $1.6 million of income from unconsolidated affiliates in the same period last year.

Current wording

Other loss was $2.7 million in the three months ended July 31, 2026 compared to other loss of $0.7 million in the same period last year. Other loss in the current period consisted of $0.9 million of foreign currency loss during the current year period compared to $1.3 million of foreign currency income in the same period last year. Our foreign currency income and losses are primarily related to the euro. Additionally, other loss in the current period consisted of a $2.4 million loss from unconsolidated affiliates during the current year period compared to $2.0 million of losses from unconsolidated affiliates in the same period last year.

Previous wording

Interest and financing charges, net, for the three months ended April 30, 2026 resulted in income of $1.2 million compared to expense of $0.5 million in the same period last year. The decrease in interest and financing charges was primarily due to a $1.2 increase in investment income from having a larger cash position in the current period compared to the prior year’s period.

Current wording

Interest and financing charges, net, for the three months ended July 31, 2026 resulted in income of $6.0 million compared to income of $0.3 million in the same period last year. The increase in interest income was primarily due to $4.2 million of interest income received from refunded IEEPA tariffs and a $1.3 million increase in investment income from having a larger cash position in the current period compared to the prior year’s period.

Previous wording

Net sales of our retail operations segment increased to $40.6 million for the three months ended April 30, 2026 from $36.4 million in the same period last year. The number of retail stores operated by us decreased from 48 at April 30, 2025 to 47 at April 30, 2026. The increase in sales in our retail operations segment was the result of increased sales through our Karl Lagerfeld Paris stores, DKNY stores and Donna Karan website. Comparable store sales, which include both stores and digital channels, increased for Karl Lagerfeld Paris, Donna Karan and DKNY compared to the same period in the prior year.

Current wording

Net sales of our retail operations segment increased to $80.1 million for the six months ended July 31, 2026 from $77.4 million in the same period last year. The increase in sales in our retail operations segment was the result of increased sales through our Karl Lagerfeld Paris stores, DKNY stores and Donna Karan website. The number of retail stores operated by us was 47 at both July 31, 2026 and 2025. Comparable store sales, which include both stores and digital channels, increased for Karl Lagerfeld Paris, Donna Karan and DKNY compared to the same period in the prior year.

Previous wording

Gross profit was $347.7 million, or 64.9% of net sales, for the three months ended April 30, 2026, compared to $246.5 million, or 42.2% of net sales, in the same period last year. The gross profit percentage in our wholesale operations segment was 63.8% in the three months ended April 30, 2026 compared to 40.4% in the same period last year. The gross profit percentage in the current year period was positively impacted by a benefit of $102.7 million recognized in cost of goods sold related to the expected recovery of previously incurred IEEPA tariffs on inventory sold in the prior year. Excluding the impact of the IEEPA tariff benefit, the gross profit percentage in our wholesale operations segment was 43.8% for the three months ended April 30, 2026, which was positively impacted by price increases as well as a shift in product mix to owned brands in which we recognize higher gross profit percentages compared to licensed brands. The gross profit percentage in our retail operations segment was 48.0% for the three months ended April 30, 2026 compared to 53.5% for the same period last year. The gross profit percentage in the current year period was negatively impacted by increased promotional activity.

Current wording

Gross profit was $598.1 million, or 54.9% of net sales, for the six months ended July 31, 2026, compared to $497.0 million, or 41.5% of net sales, in the same period last year. The gross profit percentage in our wholesale operations segment was 53.4% in the six months ended July 31, 2026 compared to 39.6% in the same period last year. The gross profit percentage in the current year period was positively impacted by a benefit of $102.8 million recognized in cost of goods sold related to the recovery of previously incurred IEEPA tariffs on inventory sold in the prior year. Excluding the impact of the IEEPA tariff benefit, the gross profit percentage in our wholesale operations segment was 43.6% for the six months ended July 31, 2026, which was positively impacted by price increases as well as a shift in product mix to owned brands in which we recognize higher gross profit percentages compared to licensed brands. The gross profit percentage in our retail operations segment was 49.3% for the six months ended July 31, 2026 compared to 52.9% for the same period last year. The gross profit percentage in the current year period was negatively impacted by increased promotional activity.

Previous wording

Income tax expense was $19.1 million for the three months ended April 30, 2026 compared to $3.7 million for the same period last year. Our effective tax rate decreased to 22.3% in the current year’s quarter from 32.4% in last year’s comparable quarter. The lower effective tax rate in the current year period was driven by discrete items in the quarter, principally the anticipated tariff refund, that were taxed at a lower rate.

Current wording

Income tax expense was $13.0 million for the six months ended July 31, 2026 compared to $8.7 million for the same period last year. Our effective tax rate decreased to 13.0% in the current year’s period from 31.7% in last year’s comparable period. The lower effective tax rate in the current year period was driven by discrete items in the period, principally the tariff refund that was taxed at a lower rate and the release of a valuation allowance related to prior year impairments that have been determined to be deductible for tax purposes.

Previous wording

As of April 30, 2026, we had cash and cash equivalents of $394.2 million and availability under our revolving credit facility of approximately $425.0 million. As of April 30, 2026, we were in compliance with all covenants under our revolving credit facility.

Current wording

As of July 31, 2026, we had cash and cash equivalents of $529.2 million and availability under our revolving credit facility of approximately $470.0 million. As of July 31, 2026, we were in compliance with all covenants under our revolving credit facility.

Previous wording

In addition to paying interest on any outstanding borrowings under the Third ABL Credit Agreement, we are required to pay a commitment fee to the lenders under the credit agreement with respect to the unutilized commitments. The commitment fee accrues at a tiered rate equal to 0.375% per annum on the average daily amount of the available

Current wording

In addition to paying interest on any outstanding borrowings under the Third ABL Credit Agreement, we are required to pay a commitment fee to the lenders under the credit agreement with respect to the unutilized commitments. The commitment fee accrues at a tiered rate equal to 0.375% per annum on the average daily amount of the available commitments when the average usage is less than 50% of the total available commitments and decreases to 0.25% per annum on the average daily amount of the available commitments when the average usage is greater than or equal to 50% of the total available commitments.

Previous wording

As of April 30, 2026, 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 April 30, 2026, there were no outstanding trade letters of credit and $2.4 million of standby letters of credit.

Current wording

As of July 31, 2026, 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, 2026, there were no outstanding trade letters of credit and $2.5 million of standby letters of credit.

Previous wording

We have a total of $6.3 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 $3.9 million, $5.1 million and $4.2 million as of April 30, 2026, April 30, 2025 and January 31, 2026, respectively.

Current wording

We have a total of $6.3 million in 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 $3.6 million, $4.8 million and $4.2 million as of July 31, 2026, July 31, 2025 and January 31, 2026, respectively.

Previous wording

Several of the Company’s foreign entities borrow funds under various unsecured loans of which a portion is 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 unsecured loans accrues at a fixed rate equal to 0% to 5.0% per annum, payable on either a quarterly or monthly basis. As of April 30, 2026, we had an aggregate outstanding balance of €2.3 million ($2.7 million) under these various 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 unsecured 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, 2026, we had an aggregate outstanding balance of €1.9 million ($2.2 million) under these various 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 several state backed 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 April 30, 2026, we had an aggregate outstanding balance of €7.0 million ($8.1 million) 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 several state backed 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, 2026, we had an aggregate outstanding balance of €0.9 million ($1.0 million) under these various facilities.

Previous wording

2025, respectively. We had an aggregate of €2.3 million ($2.7 million) and €4.9 million ($5.3 million) outstanding under our various unsecured loans as of April 30, 2026 and 2025, respectively. We had €7.0 million ($8.1 million) and €7.4 million ($8.0 million) outstanding under our overdraft facilities as of April 30, 2026 and 2025, respectively. We had €4.0 million ($4.6 million) and €5.0 million ($5.4 million) outstanding under our foreign credit facilities as of April 30, 2026 and 2025, respectively.

Current wording

We had no borrowings outstanding under our Third ABL Credit Agreement at July 31, 2026 and 2025, respectively. Our contingent liability under open letters of credit was approximately $2.5 million and $3.3 million at July 31, 2026 and 2025, respectively. We had an aggregate of €1.9 million ($2.2 million) and €4.4 million ($5.2 million) outstanding under our various unsecured loans as of July 31, 2026 and 2025, respectively. We had €0.9 million ($1.0 million) and €3.5 million ($4.1 million) outstanding under our overdraft facilities as of July 31, 2026 and 2025, respectively. We had €4.0 million ($4.6 million) and €5.3 million ($6.2 million) outstanding under our foreign credit facilities as of July 31, 2026 and 2025, respectively.

Previous wording

In April 2026, 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. 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. No shares were repurchased during the three months ended April 30, 2026. As of April 30, 2026, we had remaining 10,000,000 shares that are authorized for purchase under this program. As of June 3, 2026, we had 42,190,573 shares of common stock outstanding.

Current wording

In April 2026, 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, 2026, we acquired 236,724 shares of our common stock for an aggregate purchase price of $7.9 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, 2026, we had 9,763,276 shares remaining that are authorized for purchase under this program. As of September 3, 2026, we had 42,876,508 shares of common stock outstanding.

Previous wording

We used $2.0 million in cash from operating activities during the three months ended April 30, 2026, representing a decrease of $95.8 million from $93.8 million of cash generated from operating activities during the three months ended April 30, 2025. This decrease is primarily driven by changes in operating assets and liabilities of $158.8 million, partially offset by an increase in our net income of $58.8 million. The $158.8 million decrease in changes in operating asset and liabilities balances was primarily driven by the following:

Current wording

We generated $178.7 million in cash from operating activities during the six months ended July 31, 2026, representing an increase of $9.9 million from $168.9 million of cash generated from operating activities during the six months ended July 31, 2025. This increase was primarily driven by an increase in our net income of $68.0 million, which includes the $126.4 million reduction in cost of goods sold and $4.2 million of interest income related to the IEEPA tariff refund, partially offset by a change in operating assets and liabilities of $53.2 million. The $53.2 million decrease in changes in operating assets and liabilities balances was primarily driven by the following:

Previous wording

We used $8.5 million of cash in investing activities during the three months ended April 30, 2026 as a result of capital expenditures primarily related to leasehold improvement and computer software expenditures.

Current wording

We used $17.6 million of cash in investing activities during the six months ended July 31, 2026 as a result of capital expenditures primarily related to leasehold improvements and computer software expenditures.

Previous wording

Net cash used by financing activities was $0.2 million during the three months ended April 30, 2026 primarily as a result of $4.2 million of cash dividends paid to common stockholders, offset, in part, by net proceeds of $4.0 million under our various foreign facilities.

Current wording

Net cash used in financing activities was $36.4 million during the six months ended July 31, 2026 primarily as a result of $16.3 million of taxes paid in connection with net share settlements of vested stock grants, $8.5 million of cash dividends paid to common stockholders, $7.9 million used to repurchase 236,724 shares of our common stock under our share repurchase program, excluding excise tax and net repayments of $3.7 million under our various foreign credit facilities.