MOVADO GROUP INC

Evaluation of Disclosure Controls and Procedures

The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. However, it should be noted that a control system, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that its objectives will be met and may not prevent all errors or instances of fraud.

The Company, under the supervision and with the participation of its management, including the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures, as such terms are defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures are not effective at a reasonable assurance level as of the end of the period covered by this report due to a material weakness in the Company’s internal control over financial reporting, wherein the Company’s risk assessment process did not properly assess the risks associated with the lack of functional segregation of duties in the Dubai branch of the Company’s Swiss subsidiary. This material weakness is more fully described in Management’s Annual Report on Internal Control Over Financial Reporting, in Part II, Item 9A “Controls and Procedures” in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025.

Remediation Plan

Management is in the process of implementing a remediation plan to address the material weakness, which includes enhancing the Company’s risk assessment and oversight processes to properly assess the risks associated with functional segregation of duties and making changes in personnel and reporting lines. In addition to these remedial actions, the Company is increasing policy awareness and compliance training.

During the nine months ended October 31, 2025, management made significant personnel changes in the Dubai branch, including the termination of several employees, among them the former managing director. Management also transitioned certain sales and customer operations roles from regional to functional lines of reporting. Additionally, the Company enhanced its risk assessment processes for analyzing the organizational structure to assess risks associated with functional segregation of duties, for analyzing turnover factors, and for conducting exit interviews. The Company also executed awareness campaigns to reinforce the importance of ethical conduct and the reporting of violations.

Additional time is required to test the operating effectiveness of these controls and to complete the design, implementation, and testing of other controls needed to remediate the material weakness. The material weakness cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Changes in Internal Control Over Financial Reporting

Other than as set forth above, there have been no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the three months ended October 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHE