G III APPAREL GROUP LTD /DE/
For the period ended Jan 31, 2025. Filed Mar 24, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 24, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| 1. | Financial Statements. |
| 2. | Financial Statement Schedules. |
The Financial Statements and Financial Statement Schedules are listed in the accompanying index to consolidated financial statements beginning on page F-1 of this report. All other schedules, for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions, are shown in the financial statements or are not applicable and therefore have been omitted.
Exhibits:
The following exhibits filed as part of this report or incorporated herein by reference are management contracts or compensatory plans or arrangements: Exhibits 10.1, 10.3, 10.4, 10.4(a), 10.4(b), 10.4(c), 10.4(d), 10.5, 10.5(a), 10.5(b), 10.6, 10.7, 10.8, 10.9, 10.10, 10.11, 10.12.
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| · · · · Incorporated by Reference | ||||||||
| Exhibit No. · Document · Form · File No. · Date Filed | ||||||||
| 3.1 | | Certificate of Incorporation. | | S-1 | | 000-18183 | | 11/3/1989 |
| 3.1(a) | | Certificate of Amendment of Certificate of Incorporation, dated June 8, 2006. | | 10-Q (Q2 2007) | | 000-18183 | | 9/13/2006 |
| 3.1(b) | | Certificate of Amendment of Certificate of Incorporation, dated June 7, 2011. | | 8-K | | 000-18183 | | 6/9/2011 |
| 3.1(c) | | Certificate of Amendment of Certificate of Incorporation, dated June 30, 2015. | | 8-K | | 000-18183 | | 7/1/2015 |
| 3.2 | | By-Laws, as amended, of G-III. | | 8-K | | 000-18183 | | 3/15/2013 |
| 4.1 | | Description of Securities | | 10-K (2020) | | 000-18183 | | 3/30/2020 |
| 10.1 | | Employment Agreement, dated August 9, 2023, between G-III Apparel Group, Ltd. and Morris Goldfarb | | 8-K | | 000-18183 | | 8/10/2023 |
| 10.2 | | Third Amended and Restated ABL Credit Agreement, dated as of June 4, 2024, among G-III Leather Fashions, Inc., Riviera Sun, Inc., AM Retail Group, Inc. and The Donna Karan Company Store LLC, as Borrowers, the Loan Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. | | 8-K | | 000-18183 | | 6/6/2024 |
| 10.3 | | G-III 2005 Amended and Restated Stock Incentive Plan, (the “2005 Plan”). | | 8-K | | 000-18183 | | 3/15/2013 |
| 10.4 | | G-III 2015 Long-Term Incentive Plan, as amended. | | 8-K | | 000-18183 | | 8/10/2023 |
| 10.4(a) | | Form of Amended and Restated Restricted Stock Unit Agreement, dated June 28, 2021, with respect to revised awards under the 2015 Plan. | | 8-K | | 000-18183 | | 6/30/2021 |
| 10.4(b) | | Form of Performance Share Unit Agreement for March 18, 2022 performance share unit awards. | | 8-K | | 000-18183 | | 3/24/2022 |
| 10.4(c) | | Form of Performance Share Unit Agreement for April 27, 2023 performance share unit awards. | | 8-K | | 000-18183 | | 5/1/2023 |
| 10.4(d) | | Performance Share Unit Agreement, dated August 9, 2023. | | 8-K | | 000-18183 | | 8/10/2023 |
| 10.5 | | G-III 2023 Long-Term Incentive Plan. | | DEF 14A | | 000-18183 | | 9/11/2023 |
| 10.5(a) | | Performance Share Unit Agreement, dated October 17, 2023 | | 10-Q (Q3 2024) | | 000-18183 | | 12/6/2023 |
| 10.5(b) | | Form of Performance Share Unit Agreement for March 28, 2024 performance share unit awards. | | 8-K | | 000-18183 | | 4/3/2024 |
| 10.6 | | Form of Executive Transition Agreement, as amended. | | 8-K | | 000-18183 | | 2/16/2011 |
| 10.7 | | Employment Agreement, dated as of August 29, 2023, by and between Sammy Aaron and G-III. | | 8-K | | 000-18183 | | 8/30/2023 |
| 10.8 | | Form of Indemnification Agreement. | | 10-Q (Q3 2011) | | 000-18183 | | 12/10/2010 |
| 10.9 | | Employment Agreement, dated as of December 4, 2023, between G-III and Jeffrey D. Goldfarb. | | 8-K | | 000-18183 | | 12/5/2023 |
| 10.10 | | Executive Transition Agreement, dated as of December 4, 2023, between G-III and Jeffrey D. Goldfarb. | | 8-K | | 000-18183 | | 12/5/2023 |
| 10.11 | | Severance Agreement, dated as of December 9, 2016, between G-III and Neal Nackman. | | 8-K | | 000-18183 | | 12/14/2016 |
| 10.12 | | Amended Employment Agreement, dated as of November 27, 2023, between G-III and Dana Perlman. | | 8-K | | 000-18183 | | 12/5/2023 |
| 19.1* | | G-III Apparel Group, Ltd. Insider Trading Policy | | — | | — | | — |
| 21* | | Subsidiaries of G-III. | | — | | — | | — |
| 23.1* | | Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP. | | — | | — | | — |
| 31.1* | | Certification by Morris Goldfarb, Chief Executive Officer of G-III Apparel Group, Ltd., pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, in connection with G-III Apparel Group, Ltd.’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025. | | — | | — | | — |
| | | | | | | | | |
| | | | | | | | | |
| · · · · Incorporated by Reference | ||||||||
|---|---|---|---|---|---|---|---|---|
| Exhibit No. · Document · Form · File No. · Date Filed | ||||||||
| 31.2* | | Certification by Neal S. Nackman, Chief Financial Officer of G-III Apparel Group, Ltd., pursuant to Rule 13a – 14(a) or Rule 15d – 14(a) of the Securities Exchange Act of 1934, as amended, in connection with G-III Apparel Group, Ltd.’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025. | | — | | — | | — |
| 32.1** | | Certification by Morris Goldfarb, Chief Executive Officer of G-III Apparel Group, Ltd., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with G-III Apparel Group, Ltd.’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025. | | — | | — | | — |
| 32.2** | | Certification by Neal S. Nackman, Chief Financial Officer of G-III Apparel Group, Ltd., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with G-III Apparel Group, Ltd.’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025. | | — | | — | | — |
| 97.1* | | G-III Apparel Group, Ltd. Clawback Policy | | — | | — | | — |
| 101.INS* | | iXBRL Instance Document. | | — | | — | | — |
| 101.SCH* | | iXBRL Schema Document. | | — | | — | | — |
| 101.CAL* | | iXBRL Calculation Linkbase Document. | | — | | — | | — |
| 101.DEF* | | iXBRL Extension Definition. | | — | | — | | — |
| 101.LAB* | | iXBRL Label Linkbase Document. | | — | | — | | — |
| 101.PRE* | | iXBRL Presentation Linkbase Document. | | — | | — | | — |
| 104* | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | — | | — | | — |
- Filed herewith.
** Exhibits 32.1 and 32.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibits shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.