NASDAQ: GIII

G III APPAREL GROUP LTD /DE/

CIK 0000821002 · Apparel & Finished Products

Large Revenue $3.0B Assets $2.6B as of Jun 10, 2026

Unless the context otherwise requires, “G-III,” “Company,” “us,” “we” and “our” refer to G-III Apparel Group, Ltd. and its subsidiaries. References to fiscal years refer to the year ended or ending on January 31 of that year. For example, our fiscal year ended January 31, 2026 is referred to as… About this business →

10-Q Filed Jun 8, 2026 · Period ending Apr 30, 2026

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8-K Filed Jun 5, 2026 · Period ending Jun 5, 2026

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8-K Filed May 27, 2026 · Period ending May 26, 2026

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8-K Filed May 14, 2026 · Period ending May 14, 2026

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10-K Filed Mar 24, 2026 · Period ending Jan 31, 2026

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10-Q Filed Dec 9, 2025 · Period ending Oct 31, 2025

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10-K Filed Mar 24, 2025 · Period ending Jan 31, 2025

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About G III APPAREL GROUP LTD /DE/

Source: Item 1 (Business) from the 10-K filed March 24, 2026. Description as filed by the company with the SEC.

ITEM 1. BUSINESS.

Unless the context otherwise requires, “G-III,” “Company,” “us,” “we” and “our” refer to G-III Apparel Group, Ltd. and its subsidiaries. References to fiscal years refer to the year ended or ending on January 31 of that year. For example, our fiscal year ended January 31, 2026 is referred to as “fiscal 2026.”

G-III Apparel Group, Ltd. is a Delaware corporation that was formed in 1989. We and our predecessors have conducted our business since 1974.

Company Overview

G-III is a global leader in fashion with expertise in design, sourcing, distribution and marketing, which enables us to fuel growth across a portfolio of over 30 globally recognized owned and licensed brands, anchored by our key owned brands DKNY, Donna Karan, Karl Lagerfeld and Vilebrequin. We develop products across a diverse range of lifestyle categories which include outerwear, dresses, sportswear, suit separates, athleisure, jeans, swimwear, as well as handbags, footwear, small leather goods, cold weather accessories and luggage. Our brands are positioned to sell at various price points with global distribution across a diverse mix of channels and geographies to reach a broad range of consumers.

Our Brands

G-III’s success is driven by our expertise and ability to leverage our best-in-class capabilities and strong corporate foundation to enable our heritage and emerging fashion brands to reach their full potential at scale. With a merchant-driven philosophy, we create compelling fashion that meets the needs of the market and resonate with global consumers across categories, channels and geographies. G-III's highly developed infrastructure in design and sourcing, combined with our well-established relationships with manufacturers and retailers, enables us to deliver significant value to our partners and quickly bring product to market. This formula, powered by our talented team and financial strength, drives long-term brand potential.

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We currently market apparel and other products under, among others, the following owned and licensed brand names:

Owned Brands

​ ​ ​

Licensed Brands

​ ​ ​

Team Sports

Andrew Marc

BCBG

Collegiate Licensing Company

DKNY

Calvin Klein

Major League Baseball

Donna Karan

Champion

National Basketball Association

Eliza J

Cole Haan

National Football League

G.H. Bass

Converse

National Hockey League

G-III Sports by Carl Banks

Dockers

Starter

Jessica Howard

French Connection

Karl Lagerfeld

Halston

Karl Lagerfeld Paris

Kenneth Cole

Marc New York

Kensie

Sonia Rykiel

Levi's

Vilebrequin

Margaritaville

Wilsons Leather

Nautica

Tommy Hilfiger

Vince Camuto

Owned Brands

We own and operate a portfolio of proprietary leading fashion brands that are central to our growth strategy. These brands are sold across a range of distribution channels at wholesale and through our own digital platforms and retail stores. Through our marketing efforts, we are focused on building brand equity and global recognition to grow these businesses for the long-term. Additionally, we strategically license our proprietary brands in complementary categories and

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geographies to selected partners. Our owned brands include DKNY, Donna Karan, Karl Lagerfeld, Vilebrequin, Eliza J, Jessica Howard, Andrew Marc, G.H. Bass, Wilsons Leather and Sonia Rykiel. Our owned brands accounted for approximately 57% of our net sales in fiscal 2026, 52% of our net sales in fiscal 2025 and 47% of our net sales in fiscal 2024.

●DKNY – Founded in 1989 and acquired by G-III in 2016, DKNY is a global fashion brand recognized for modern tailoring and sophisticated ease that reflects the spirit of New York. We distribute a full lifestyle assortment across premier department stores, DKNY stores and digital platforms, partner operated stores, and online retailers. The brand operates more than 70 stores worldwide, including 13 company operated stores, strategically concentrated in premium outlets and international partner markets, while driving scale through broad wholesale distribution. We license DKNY across key categories—including fragrance, men’s, kids, home, eyewear, watches and other accessories, which expands brand reach and contributes incremental royalty income. DKNY net sales were approximately $650 million in fiscal 2026, $675 million in fiscal 2025 and $590 million in fiscal 2024.

●Donna Karan – After acquiring Donna Karan in 2016, G-III relaunched the brand in North America in Spring 2024. The new Donna Karan offers a modern system of dressing created to appeal to a woman’s senses on every level, addressing the full lifestyle needs of a new consumer. Inspired by the Donna Karan archives, we have thoughtfully created a new product line that captures the brand’s ethos of timeless elegance, empowering women and accessible luxury, tailored to meet the lifestyle needs of today’s customer. The brand is currently distributed across premier North American department stores as well as online through marketplace partner platforms and our owned Donna Karan digital site. We are in the early stages of further developing the brand’s lifestyle offerings. The brand is generating significant profitability with some of the highest average unit retails (“AURs”) and sell-throughs across our portfolio.

●Karl Lagerfeld – G-III acquired the remaining interests in the Karl Lagerfeld fashion brand in 2022, following the earlier 2015 launch of Karl Lagerfeld Paris in North America. The full acquisition strengthened our European presence and added meaningful international capabilities. The Karl Lagerfeld brand is defined by a signature aesthetic that blends Parisian classics with a rock chic sensibility and tailored silhouettes. The brand offers a full lifestyle portfolio across apparel, accessories and footwear, complemented by licensed categories such as fragrance, men’s, kids, home and experiential partnerships including branded luxury hotels and residences. We distribute Karl Lagerfeld through more than 200 stores worldwide, as well as through 67 company operated stores, across over 60 countries. Additionally, we operate 34 Karl Lagerfeld Paris company operated stores in North America located in premium outlet centers. Karl Lagerfeld net sales were approximately $630 million in fiscal 2026, $580 million in fiscal 2025 and $475 million in fiscal 2024.

●Vilebrequin – Vilebrequin is a premier provider of luxury status swimwear, resort wear and related accessories, with iconic designs drawn from its French Riviera heritage and founding in St. Tropez over forty years ago. Vilebrequin joined the G-III portfolio in 2012, providing us with a new core competency in luxury swim and a robust global retail network. Vilebrequin is currently distributed in 104 company operated stores and 97 franchised operated stores and is sold in over 100 countries worldwide. We continue to expand the brand’s aspirational appeal through experiential licenses and extensive collaborations. We opened our first ever beach club and flagship store in Cannes in 2022, which is driving powerful engagement in the region. We have also launched partner operated beach club concepts in Doha and Crete, with several other projects in various stages of development. Vilebrequin offers a differentiated lifestyle product and experience to our consumer, and we think there is an opportunity to further expand the brand’s global presence and unlock growth in new markets.

Licensing of Our Owned Brands

As part of our strategy of expanding market penetration of G-III’s owned brands, we enter into licensing agreements with independent parties for specific apparel and complementary product categories that we do not currently produce ourselves. We provide support to these business partners and ensure the integrity of our brand names by taking an active role in the design, quality control, advertising, marketing and distribution of licensed products.

Our licensing program has significantly increased as a result of owning the DKNY, Donna Karan, Karl Lagerfeld and Karl

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Lagerfeld Paris brands. We currently license our owned brands in a variety of categories as well as regions.

We have developed strong relationships with category leading license partners. We continue to focus on identifying new licensing opportunities for our owned brands. We believe that we can capitalize on significant, untapped global licensing potential for these brands in a number of categories as these provide a highly accretive licensing royalty income stream to the business, while also extending our brands’ reach to a wider range of global audiences.

Licensed Brands

Because of our unique expertise and infrastructure, including our status as a supplier of choice for retailers, some of the most well-known names in fashion come to us to create product within our categories of strength. These brands are sold across a range of points of omni-channel distribution, including at wholesale as well as the brands' own retail stores and digital platforms. Licensed brands include Calvin Klein, Tommy Hilfiger, Levi’s, Nautica, Halston, Champion, Converse, BCBG, French Connection, Starter and major national sports leagues, among others. Sales of licensed products accounted for 43.0% of our net sales in fiscal 2026, 48.0% of our net sales in fiscal 2025 and 53.4% of our net sales in fiscal 2024.

●Calvin Klein – Beginning in 2005, we had licenses for Calvin Klein men’s and women’s outerwear and subsequently added licenses for women’s suits, dresses, women’s performance wear, women’s sportswear, men’s and women’s swimwear, women’s handbags, small leather goods, luggage and jeanswear in the United States and Canada. By fiscal 2020, we had achieved over $1 billion of net sales of Calvin Klein licensed products annually. Our licenses for Calvin Klein products expire on a staggered basis which began on December 31, 2024, and will continue through December 31, 2027.

●Tommy Hilfiger – Beginning in 2009, we have continuously expanded our relationship with Tommy Hilfiger through the licensing of several categories in the United States and Canada including men’s and women’s outerwear, women’s sportswear, dresses, suit separates, performance, jeans and luggage. By fiscal 2020, we had achieved $500 million of net sales of Tommy Hilfiger licensed products annually. Our licenses for Tommy Hilfiger products expire on a staggered basis which began on December 31, 2025, and will continue through December 31, 2027.

●Nautica – In March 2023, G-III entered into a licensing agreement with Authentic Brands Group for the Nautica brand for distribution in North America. G-III launched the women’s jeans category in Spring 2024.

●Halston – In May 2023, G-III announced the signing of a 25-year master licensing agreement with Xcel Brands, Inc. for the Halston brand, giving access to all men’s and women’s product categories. The agreement gives G-III the ability to sub-license additional categories as well as the option to buy the Halston brand for a predetermined price. Initial product launched in Fall 2024 with plans to broaden distribution across a range of touchpoints and categories over time.

●Champion – G-III entered into the Champion license in September 2023 to produce men’s and women’s outerwear for distribution in North America. G-III launched its first outerwear collection for Champion in Fall 2024 with plans to continue creating quality heritage pieces that build upon the brand’s renowned lifestyle offering.

●Converse – In September 2024, G-III announced a global licensing agreement for Converse, Inc., to design and produce adult men’s and women’s apparel. Launched in Fall 2025, this license provides access to a differentiated consumer and distribution network including big box, sports specialty and sporting goods stores, as well as internationally, in Western Europe and through the brand’s global network of Converse stores and partners.

●BCBG – In July 2024, we entered into a licensing agreement with Marquee for its BCBG and BCBG GENERATION brands for distribution in the United States and Canada. The license includes women’s apparel and swimwear products, focusing on dresses, ready-to-wear separates and comprehensive sportswear collections with an angle of invigorating the brand’s lifestyle vision. We launched products under these brands in Fall 2025.

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●French Connection – Effective February 2026, G-III entered into a new licensing agreement for the French Connection brand to develop and distribute women's and men’s apparel and selected accessory products across North America. The partnership draws on G-III’s deep market expertise and established North American retail relationships to accelerate French Connection’s growth, strengthening its position as a contemporary fashion brand. First deliveries of our French Connection product began in February 2026 for Spring 2026.

Our current licenses have the following terms and potential renewal terms:

Date Current

Date Potential Renewal

License

Category

​ ​ ​

Term Ends

​ ​ ​

Term Ends

Fashion Licenses

BCBG

Women's apparel

December 31, 2029

December 31, 2044

Calvin Klein

Women's dresses

December 31, 2026

None

Calvin Klein

Women's suits

December 31, 2026

None

Calvin Klein

Better luggage

December 31, 2027

None

Calvin Klein

Women's handbags and small leather goods

December 31, 2026

None

Calvin Klein

Women's and men's swimwear

December 31, 2026

None

Champion

Women's and men's outerwear

December 31, 2028

December 31, 2033

Cole Haan

Women's and men's outerwear

December 31, 2028

December 31, 2030

Converse

Women's and men's apparel

December 31, 2029

December 31, 2037

Dockers

Men's outerwear

November 30, 2027

None

French Connection/FCUK

Women's and men's apparel and outerwear, handbags and men's footwear

December 31, 2030

December 31, 2035

Halston

Women's and men's apparel

December 31, 2028

December 31, 2048

Kenneth Cole NY/Reaction Kenneth Cole

Women's and men's outerwear

December 31, 2027

None

Kensie

Women's dresses

January 31, 2028

None

Kensie

Women's outerwear

December 31, 2028

None

Levi's

Women's and men's outerwear

November 30, 2027

None

Margaritaville

Women's and men's apparel

December 31, 2027

None

Nautica

Women's sportswear, jeanswear, tailored clothing and dresses

December 31, 2028

December 31, 2043

Tommy Hilfiger

Luggage

December 31, 2027

None

Tommy Hilfiger

Women's dresses

December 31, 2026

None

Tommy Hilfiger

Women's suits

December 31, 2026

None

Vince Camuto

Women's dresses

December 31, 2030

December 31, 2035

Team Sports Licenses

Collegiate Licensing Company

December 31, 2026

None

Major League Baseball

December 31, 2027

None

National Basketball Association

September 30, 2029

None

National Football League

March 31, 2028

None

National Hockey League

June 30, 2030

None

Starter

December 31, 2029

December 31, 2049

Strategic Priorities

Our strategy is focused on four key strategic pillars, which we believe are critical to driving long-term profitability and shareholder value:

●Drive Growth of Our Owned Brands. Capturing the long-term potential of our owned brands is one of our top priorities. With full control over design, production, global distribution and marketing, these brands represent an important and sustainable long-term profit driver, generating higher operating margins and providing an incremental licensing income stream. We believe we have a significant runway for growth in North America as well as internationally for our key owned brands DKNY, Donna Karan, Karl Lagerfeld and Vilebrequin. We are actively working to unlock the full potential of these brands on a global scale.

●Build Our Complementary Portfolio of Licensed Brands. Expanding our portfolio of strategic licenses remains central to our growth strategy. Each of our licensed brands offer unique attributes that diversify our portfolio across product, aesthetic, distribution channels and consumer segments. We have built a powerful corporate

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platform that enables us to bring brands to market in an efficient and scalable manner. In 2024, we brought to market three new licensed brands: Nautica, Halston, and Champion. In Fall 2025, we launched two additional licenses for Converse and BCBG. Most recently, in January 2026, we signed a new licensing agreement for the French Connection brand. We plan to grow these brands as we expand distribution and launch new product over the course of these multi-year licenses.

●Expand Our Global Reach. International expansion remains one of our largest opportunities over the near and long term. Vilebrequin, along with our acquisition of Karl Lagerfeld, has helped accelerate our international presence, and we are in the early stages of global expansion for DKNY. Importantly, several of our newly added licenses provide an opportunity for international distribution. We continue to actively invest in and build upon our capabilities to support our international business. We intend to leverage the strength of our brands and our ability to connect with customers to grow our brands internationally and unlock incremental sales in new global markets. In fiscal 2026, we generated approximately $672.1 million in net sales outside the United States, or approximately 23% of total net sales.

In fiscal 2025, we acquired an 18.7% ownership stake in AWWG, a global fashion group and premier platform for international brands, whose partnership, we believe, will be a key accelerator to our international growth priority. AWWG is the owner of several iconic brands including Hackett, Pepe Jeans and Façonnable as well as the manager of other global brands in the Iberian region. We plan to leverage AWWG’s well-established infrastructure and experienced management overseas to scale our brands in new geographies. AWWG has become the official agent for DKNY, Donna Karan and Karl Lagerfeld across Spain and Portugal, as well as for our licensed Converse products in select countries, and we believe there is significant opportunity to leverage this partnership further and expand into additional key markets across Europe, where AWWG has a presence. Additionally, we are exploring opportunities to manage certain brands owned by AWWG in North America. Our investment in AWWG will expedite our global expansion efforts, providing us with the expertise and operational capabilities to scale our brands efficiently as we gain a foothold and better understanding of the retail environment in Europe and new markets.

●Enhance Our Omni-Channel Capabilities. The Company aims to enhance its omni-channel capabilities to meet the customer wherever they shop, delivering growth online and in stores. In North America, we executed well on our retail segment turnaround strategy, which included management changes, reducing our store footprint, and rebasing our merchandising strategy to present a better brand and consumer experience. These initiatives are improving productivity in our direct-to-consumer business for Karl Lagerfeld and DKNY in North America. We are making targeted investments to strengthen our global go-to-market execution, including enhanced data capabilities, upgrades to our owned brand websites and expanded digital partnerships. We are leveraging deeper consumer insights to inform design and merchandising, while improving product presentation across owned and partner platforms to enhance the customer experience and drive conversion.

Platform for Success

●Merchant expertise in product development. G-III has built best in class, experienced merchant teams that develop lifestyle products across a diverse brand portfolio. These teams design high quality apparel for our retail partners across multiple channels and price points. Each brand is supported by its own dedicated designers and merchandisers who define and execute the brand’s design direction, enabling us to deliver differentiated collections. We maintain a global view of trends, leveraging leading trend and color services to stay responsive to shifts in the apparel market. Real time data and analytics provide deeper insight into customer behavior, allowing our teams to adapt quickly to evolving consumer preferences and optimize assortments to drive growth. Our strong design capabilities, sourcing expertise, on time delivery, and rigorous quality standards have earned us a loyal customer base and a strong industry reputation. Our service, brand stewardship, and deep industry knowledge make us a partner of choice for both retailers and brand owners.

●Dominance across a range of categories. G-III has a proven track record of expertise, having significantly diversified from outerwear to a breadth of lifestyle categories. Our products are sold at a wide range of retail price points across multiple touchpoints to reach a broader range of consumers globally. Our design-led, commercially

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informed lifestyle brand operations strive to provide exciting, differentiated products each season across over 20 apparel, accessory and footwear categories that capture each brand’s unique aesthetic. We remain focused on continuing to diversify our product offering through extended assortments as well as new category launches. Meanwhile, we are continuously monitoring new brand licenses as well as acquisition opportunities to further bolster our product offering and reach a wider audience of consumers.

●Well-developed sourcing and supply chain infrastructure. G-III has cultivated trusted vendor relationships over the past 40 years, forming the backbone of our global supply chain. We strengthen these partnerships by investing significant management time and maintaining a physical presence in key regions. Our worldwide supplier network enables us to secure high quality products, negotiate competitive terms without relying on any single vendor, access new technology and design insights, and enhance our market intelligence. Our sourcing and quality control teams operate locally and bring deep knowledge of our manufacturing base. By working closely with partners across the supply chain, we aim to minimize potential disruptions. We believe our long standing supplier network gives us a meaningful competitive advantage, and we remain focused on strategies that further diversify and fortify our global sourcing and production and ability to navigate tariffs and other supply chain disruptions while leveraging industry best practices.

●Diversified global distribution network. We market our products across multiple price points and distribution channels, enabling us to reach a broad global customer base. Our products are sold to approximately 1,500 customers, including a diverse group of retailers through both brick and mortar and digital channels, as well as online retail partners. We have built strong, long standing relationships with our retail partners through years of personalized service and a consistent focus on meeting or exceeding expectations. As e-commerce and digital retail continue to grow, we have adapted by expanding our omni channel capabilities and strengthening our presence across channels. We also distribute products through our direct to consumer businesses, including company operated retail stores and digital platforms. Amid evolving economic conditions and shifting consumer trends, we believe our deep retail relationships, diversified brand portfolio, and broad range of price points position us to operate with flexibility and competitive advantage.

●Experienced senior leadership team. Our highly experienced leadership team is composed of dynamic and strategic executives with a clear vision for the future of G-III. With a deep understanding of the apparel and other industries, each of our leaders brings a diverse point of view that creates the well-rounded direction to drive our company to be the best. Morris Goldfarb, our Chairman and Chief Executive Officer, has been with us for over 50 years. Sammy Aaron, our Vice Chairman and President, joined us in 2005 when we acquired Marvin Richards. Neal Nackman, our Chief Financial Officer, has been with us for more than 20 years and Jeffrey Goldfarb, our Executive Vice President, has been with us for over 20 years. In addition, in January 2024, Dana Perlman, who has over 20 years of experience in the apparel industry, joined us as our Chief Growth and Operations Officer.

Product Design and Development

We design, source and market women’s and men’s apparel across a broad range of categories and price points, including outerwear, dresses, sportswear, swimwear, women’s suits, performance wear, footwear and accessories. Our portfolio includes products under our owned brands, licensed brands and private-label programs.

We pursue licenses that expand our product reach across multiple price points and distribution channels. We also partner with a diversified group of retailers such as Macy’s, Harley-Davidson, Costco, Kohl’s and Ross Stores to develop private-label collections. Our design teams collaborate directly with buyers to create exclusive product, leveraging our reputation for reliable, high-quality and cost-effective execution.

Our in-house design teams oversee the development of owned, licensed and private-label products, working closely with licensors to align with brand standards. Licensed products typically require approval prior to production. We maintain a global view of fashion trends through trend and color services, enabling us to respond quickly to shifts in consumer preferences. Our experienced designers and selective use of external resources allow us to incorporate current trends and insights into new styles.

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Design teams meet regularly with sales, merchandising and licensors to review market trends, sales results and product performance. We also gather input from key customers to inform design and assortment decisions. Our close coordination with retailers, flexible production capabilities and ongoing market monitoring enable us to adjust designs and specifications efficiently.

Sourcing and Manufacturing

G-III’s wholesale operations and retail operations segments arrange for the production of products from a global network of independent, third-party manufacturers, primarily located in Asia. During fiscal 2026, approximately 72% of our product was sourced from Vietnam, China and Bangladesh. We do not own any manufacturing facilities.

Our sourcing operations are based in China and Hong Kong in order to facilitate better service and manage the volume of manufacturing in Asia. These offices act as an agent for substantially all of our sourcing in Asia and monitor production at manufacturers’ facilities to ensure quality control, compliance with our manufacturing specifications and social responsibility standards, as well as timely delivery of finished garments to our distribution facilities. We also have sourcing offices in Vietnam, Indonesia, Jordan, Bangladesh and Cambodia to help support these efforts.

Prior to placing production, and on a recurring basis, we review the political, social, economic, environmental, trade, labor and intellectual property protection conditions in the countries in which we source our products, and we conduct assessments of our manufacturers and supply chain, as discussed under “Vendor Code of Conduct” below. In connection with the manufacture of our products, manufacturers purchase raw materials including fabric and other materials (such as linings, zippers, buttons, and trim) at our direction. We regularly inspect and supervise the manufacture of our products in order to ensure timely delivery, maintain quality control and monitor compliance with our manufacturing specifications. We also inspect finished products at the factory site.

We generally arrange for the production of products on a purchase order basis with completed products manufactured to our design specifications. We assume the risk of loss predominantly on a Freight-On-Board (F.O.B.) basis when goods are delivered to a shipper and are insured against losses arising during shipping.

We have not entered into any long-term contractual arrangements with any contractor or manufacturer. We believe that the production capacity of each foreign manufacturer with which we have developed, or are developing, a relationship is adequate to meet our production requirements for the foreseeable future. We believe that alternative foreign manufacturers are readily available.

A majority of all finished goods manufactured for us is shipped to our distribution facilities or to designated third party facilities for final inspection, allocation, and reshipment to customers. The goods are delivered to our customers and us by independent shippers. We choose the form of shipment based upon a customer’s needs, cost and timing considerations. We expect all of our suppliers shipping to the United States to adhere to the requirements of the U.S. Customs and Border Protection’s Customs-Trade Partnership Against Terrorism (“C-TPAT”) program, including standards relating to facility security, procedural security, personnel security, cargo security, and the overall protection of the supply chain. In the event a supplier does not comply with our C-TPAT requirements, or if we have determined that the supplier will be unable to correct a deficiency, we may move that supplier’s product through alternative supply chain channels or we may terminate our business relationship with the supplier.

Beginning in April 2025, the United States announced additional tariffs on goods imported into the United States, with incremental tariffs on products imported from most countries, including China, Vietnam and Bangladesh, and the potential for further increases and revisions or terminations to existing trade agreements. In fiscal 2026, we sourced 25% of our product from China, which is a decrease by more than half from our highest levels of sourcing from China that we experienced years ago as we made significant efforts to better diversify our supply chain.

Vendor Code of Conduct

We are committed to ethical and responsible conduct in all of our operations and respect for the rights of all individuals. We strive to ensure that human rights are upheld for all workers involved in our supply chain, and that individuals

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experience safe, fair and non-discriminatory working conditions. In addition, we are committed to compliance with applicable environmental requirements and are committed to seeing that all of our products are manufactured and distributed in compliance with applicable environmental laws and regulations. We expect that our business partners will share these commitments, which we enforce through our Vendor Code of Conduct. Our Vendor Code of Conduct specifically requires our manufacturers to not use child, forced or involuntary labor and to comply with applicable environmental laws and regulations. We provide training and guidance to the factories our contractors use related to our Vendor Code of Conduct and the applicable laws in the country in which the factory is located. The training provides the factories with a more in-depth explanation of our Vendor Code of Conduct. In addition to their contractual obligations, we evaluate our suppliers’ compliance with our Vendor Code of Conduct through audits conducted both by our associates and third-party compliance auditing firms on an annual basis.

Marketing

Our marketing efforts focus on strengthening consumer engagement to support customer acquisition and brand growth. We execute a global strategy that delivers consistent and relevant brand messaging across all consumer touchpoints, including communications, visual merchandising and customer experience. Each brand’s positioning is managed by our internal creative, visual merchandising and public relations teams, supported by external agencies as needed.

We deploy an integrated mix of digital marketing, branded e-commerce platforms, social media, traditional media, experiential activations, in-store displays and public relations to reach consumers. We also reinforce our brand messages through our wholesale partners using digital campaigns, advertising programs and in-store visual merchandising. International distributors complement these efforts through their own e-commerce and social media channels.

We continue to develop targeted initiatives, collaborations and image programs to attract new customers globally. We support our licensees and international partners with brand campaigns, product imagery and localized activations in priority markets. Ongoing investments in digital media, content development and marketing tools enhance brand visibility and support our global wholesale and direct-to-consumer channels.

Brand name products sold by us pursuant to a license agreement are promoted by institutional and product advertisements placed by the licensor as well as marketing promotions placed by us. Our license agreements generally require us to pay the licensor a fee, based on a percentage of net sales of licensed product, to pay for a portion of these advertising costs.

Distribution

G-III’s products are sold primarily to department, specialty and mass merchant retail stores in the United States. We sell to approximately 1,500 customers, ranging from national and regional chains to small specialty stores. We also distribute our products through our retail stores and through digital channels for the DKNY, Donna Karan, Vilebrequin, Karl Lagerfeld, Karl Lagerfeld Paris, G.H. Bass, Wilsons Leather and Sonia Rykiel businesses, as well as the digital channels of our retail partners such as Macy’s, Nordstrom, Amazon, Fanatics, Zalando and Zappos.

Sales to our ten largest customers accounted for 67.6% of our net sales in fiscal 2026. Sales to Macy’s, which includes sales to its Macy’s and Bloomingdale’s store chains, as well as through macys.com, accounted for an aggregate of 20.6% of our net sales in fiscal 2026. Sales to TJX Companies accounted for an aggregate of 11.4% of our net sales in fiscal 2026. In addition, sales to Ross Stores accounted for an aggregate of 11.0% of our net sales in fiscal 2026. The loss of any of these customers or a significant reduction in purchases by our largest customers could have a material adverse effect on our results of operations.

A substantial majority of our sales are made in the United States. We also sell our products to customers in Europe, Canada, the Far East, the Middle East, Central America, South America and Australia, which, on a combined basis, accounted for approximately 22.7% of our net sales in fiscal 2026, 22.6% of our net sales in fiscal 2025 and 22.5% of our net sales in fiscal 2024.

Our products are sold primarily through our direct sales force along with our principal executives who are also actively involved in the sale of our products. Some of our products are also sold by independent sales representatives located

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throughout the United States. The Canadian market is serviced by a sales and customer service team based both in the United States and in Canada. Sales outside of the United States and Canada may be managed by our salespeople located in our sales offices in Europe or Asia depending on the customer.

Corporate Social Responsibility

We invest significant time and resources to further our Corporate Social Responsibility (“CSR”) strategy and have made important progress in reinforcing our social and environmental standards to stay aligned with new regulations and industry-wide efforts.

Engage Our People

Our associates drive our growth and success, and as we focus on our long-term growth plans, we continue our commitment to foster a strong culture for our people. We implemented associate engagement initiatives supporting our brands and culture and offered training and development opportunities in areas important to our associates, including Lunch and Learns with our leadership teams. We continued our investments in technology, including new Human Resources systems, to further evolve our ways of working.

We are committed to ensuring the workers in our supply chain are treated fairly and our vendors abide by our Vendor Code of Conduct. We work closely with suppliers to develop and implement strategies that align with our social and environmental standards. We have also enhanced the effectiveness of our supplier audits through our continued participation in the Social & Labor Convergence Program, allowing us to reduce the number of audits for suppliers, lessening redundancies in shared audits, and better assist factories to focus on addressing their most pressing issues.

Ending forced labor continues to be a priority in our industry, and we work closely with our supply chain partners to mitigate the risk of forced labor being used to make our products or raw materials utilized in our products. We continue to advance our internal cotton traceability program by conducting our annual Cotton Compliance Monitoring training sessions to educate our staff and factories about our requirements and procedures for ensuring the ethical sourcing of cotton. We are enhancing our program by working on ways to couple these traceability lessons with other materials in our products. We continue to explore ways other SaaS technologies might mitigate risks. We also continue to leverage the testing capabilities of ORITAINTM to trace materials back to their fiber origins to mitigate the risk that forced labor is used in our supply chain. We routinely engage with counsel and industry organizations to ensure our practices and procedures align with the continually developing regulatory landscape.

Protect Our Environment

We continue to assess and implement the changes we can make to mitigate the environmental impact of our own operations and that of our entire supply chain. We do this by prioritizing partnerships with vendors and factories that share this commitment and work together to ensure they are well-positioned to meet both our own requirements and a continuously evolving regulatory landscape.

As a member of groups such as Cascale (formerly the Sustainable Apparel Coalition), we continue to collaborate with others in the industry to strengthen our social and environmental programs and improve vendor performance. We completed our Scope 1, 2 & 3 greenhouse gas emissions (“GHGe”) footprint with the goal of establishing targets and remediation for reducing our impact in the future.

We are making progress on our goal to transition our synthetic materials to 100% recycled sources by 2030 and are working to establish a baseline for additional sustainability targets. We are also working to increase the use of recycled, organic, and natural fibers, and successfully introduced recycled synthetic fibers certified by the Global Recycled Standard or the Recycled Claim Standard into a growing number of our products. Notably, in 2025, Vilebrequin, our premier European swimwear brand, manufactured over 85% of its products from preferred materials which consistently deliver reduced impacts and increased environmental benefits. To support our circularity efforts, both Karl Lagerfeld and Vilebrequin offer repair services to extend garment life, and across our portfolio, we work with our partners to seek alternative solutions for unsold products.

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Invest in Our Community

Our longstanding commitment to philanthropy and supporting the communities where we work and live is embedded in who we are. We are focused on maximizing our global impact through partnerships with key organizations across several pillars, including education, children and families, diversity and combatting homelessness.

Beyond our corporate contributions, our associate philanthropic council collaborates with our brands and businesses to develop and execute charitable initiatives that provide volunteer opportunities for our associates. Our G-III Gives platform streamlines charitable giving and volunteer opportunities for our associates, and the Matching Gift program continues to expand our impact by supporting the causes most meaningful to our people.

We have a solid foundation in place, which we continue to build upon as we build our new Corporate Sustainability Strategy centered around our core CSR principles: Engage Our People, Protect Our Environment and Invest in Our Community.

Human Capital

Our People

As of January 31, 2026, we employed approximately 3,400 full-time and 1,100 part-time associates. Our workforce includes both union and non-union employees, and we believe our employee relations remain strong. We have not experienced any material labor disruptions.

We are an Equal Opportunity Employer and maintain policies and practices designed to foster a respectful, safe, and inclusive workplace. These policies address matters including workplace safety, training, advancement, discrimination, harassment, and retaliation. We provide regular training on these topics and leverage both internal and external expertise to support compliance with applicable labor and employment laws.

Our associates are central to our success. We are committed to attracting and retaining high-performing talent and cultivating an environment where individuals can learn and grow. Through trainings, lunch and learns, and other mentorship opportunities, we support continuous development across the organization. We believe that our collective passion for what we create and produce, pride in our partnerships, accountability for how we show up every day and our unwavering entrepreneurial spirit, all contribute to G-III’s culture.

We believe an inclusive workplace strengthens our organization and enhances long-term performance. Approximately 59% of our leadership team and 71% of our overall workforce are women, and 47% of our workforce identify as Black, Indigenous, or People of Color. Of our thirteen directors, four are women and four represent diverse backgrounds. We remain focused on continued progress in Board and workforce representation.

We also support industry advancement initiatives, including our ongoing partnership with The Social Justice Center at the Fashion Institute of Technology, which is dedicated to expanding access and opportunity for underrepresented talent entering the fashion industry.

Talent Acquisition, Development and Retention

Attracting, developing, and retaining the right talent continues to be a core priority. During the year, we strengthened our organization with key hires across critical functions and continued to invest in leadership development and enterprise learning initiatives.

Our leadership-led “Lunch and Learn” series has evolved into an ongoing forum for business education and engagement. In addition, we implemented a centralized Human Capital Management System that streamlines all aspects of the associate lifecycle. This new platform includes a G-III Master Class library, which will offer associates access to comprehensive professional development resources.

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Compensation, Benefits, Safety and Wellness

We view competitive compensation and comprehensive benefits as foundational to the associate experience. Our programs are designed to support the physical, mental, and financial well-being of our associates and their families, and are tailored to meet regional needs.

We regularly benchmark our offerings to maintain competitiveness and compliance. In fiscal 2027, we will further prioritize benefit education to increase awareness and participation. We also recognize long-term contributions through service awards, celebrating 87 associates this year for 10 to 40 years of service.

Customs and Trade Issues

Our arrangements with textile manufacturers and suppliers are subject to requisite customs clearances for products and the imposition of export duties. Customs duties imposed on our products vary based on the product, composition, construction, country of origin and country of import. A substantial majority of our product is imported into the United States and, to a lesser extent, into Canada and Europe. Countries in which our products are sold may, from time to time, impose new duties, tariffs, surcharges or other import controls or restrictions or adjust prevailing duty or tariff levels. Any action by the United States government to increase tariffs on imported goods, such as the imposition of tariffs on goods manufactured in Vietnam or China, could adversely affect our business.

Beginning in April 2025, the United States announced additional tariffs on goods imported into the United States, with incremental tariffs on products imported from many countries, including China, Vietnam and Bangladesh, and the potential for further increases and revisions or terminations to existing trade agreements. In response, some countries have announced, or are otherwise considering, retaliatory tariffs on United States exports and other trade restrictions. These actions have led to significant volatility and uncertainty in global markets.

Additional tariffs imposed on imports are causing importers to shift production to lower tariff territories if possible, impacting the importers’ ability to plan production schedules and securing capacity with its ocean carriers. The recent changes to tariffs are increasing costs for importers, impacting demand and affecting ocean container shipping due to limited alternatives for moving goods.

In February 2026, the Supreme Court of the United States ruled against the current administration’s use of the International Emergency Economic Powers Act to impose certain tariffs levied in 2025. We have taken action to preserve our rights, but the availability, timing and amount of any potential refunds remains uncertain and subject to further legal, regulatory and administrative actions. The administration also announced a new global tariff of 10% effective February 24, 2026, under a different statute (Section 122 Trade Act of 1974) which will expire in 150 days unless renewed by Congress.

Under the provisions of the World Trade Organization (“WTO”) agreement governing international trade in textiles, known as the “WTO Agreement on Textiles and Clothing,” the United States and other WTO member countries have eliminated quotas on textiles and apparel-related products from WTO member countries. As a result, quota restrictions generally do not affect our business in most countries.

Apparel and other products sold by us are also subject to regulations that relate to product labeling, content and safety requirements, licensing requirements and flammability testing. We believe that we are in compliance with those regulations, as well as applicable federal, state, local, and foreign regulations relating to the discharge of materials hazardous to the environment.

Seasonality

Retail sales of apparel have traditionally been seasonal in nature. Historically, our wholesale business has been dependent on our sales during our third and fourth fiscal quarters due to the anticipation of the holiday shopping season for our retail customers. Net sales during the third and fourth quarters accounted for approximately 60% of our net sales in fiscal 2026, 61% of our net sales in fiscal 2025 and 59% of our net sales in fiscal 2024. The second half of our fiscal year is expected

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to continue to provide a larger amount of our net sales and a substantial majority of our net income for the foreseeable future.

Trademarks

We own some of the trademarks used by us in connection with our wholesale operations segment, as well as almost all of the trademarks used in our retail operations segment. We act as licensee of certain trademarks owned by third parties that are used in connection with our business. The principal brands that we license are summarized under the heading “Licensed Brands” above. We own a number of proprietary brands that we use in connection with our business and products including, among others, DKNY, Donna Karan, Karl Lagerfeld, Karl Lagerfeld Paris, Vilebrequin, G.H. Bass, Andrew Marc, Marc New York, Eliza J, Jessica Howard, Wilsons Leather, Sonia Rykiel and G-III Sports by Carl Banks. We have registered, or applied for registration of, many of our trademarks in multiple jurisdictions for use on a variety of apparel and related other products.

In markets outside of the United States, our rights to some of our trademarks may not be clearly established. In our attempt to expand into foreign markets, we may experience conflicts with various third parties who have acquired ownership rights in certain trademarks that would impede our use and registration of some of our trademarks. Such conflicts may arise from time to time as we pursue international expansion. Although we have not in the past suffered any material restraints or restrictions on doing business in desirable markets or in new product categories, we cannot be sure that significant impediments will not arise in the future as we expand product offerings and introduce additional brands to new markets.

We regard our trademarks and other proprietary rights as valuable assets and believe that they have value in the marketing of our products. We vigorously protect our trademarks and other intellectual property rights against infringement.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following table sets forth certain information with respect to our executive officers.

Name

​ ​ ​

Age

Position

Morris Goldfarb

75

Chairman of the Board, Chief Executive Officer and Director

Sammy Aaron

66

Vice Chairman, President and Director

Neal Nackman

66

Chief Financial Officer and Treasurer

Jeffrey Goldfarb

49

Executive Vice President and Director

Dana Perlman

45

Chief Growth and Operations Officer

Morris Goldfarb is our Chairman of the Board and Chief Executive Officer, as well as one of our directors. Mr. Goldfarb has served as an executive officer of G-III and our predecessors since our formation in 1974.

Sammy Aaron is our Vice Chairman and President, as well as one of our directors. He has served as an executive officer since we acquired the Marvin Richards business in July 2005.

Neal Nackman has been our Chief Financial Officer since September 2005 and was elected Treasurer in April 2006. Mr. Nackman served as Vice President — Finance from December 2003 until April 2006.

Jeffrey Goldfarb has been our Executive Vice President since June 2016, and serves as one of our directors. He has been employed by G-III in a number of other capacities since 2002. Prior to becoming Executive Vice President, he served as our Director of Business Development for more than five years. Jeffrey Goldfarb is the son of Morris Goldfarb.

Dana Perlman has been our Chief Growth and Operations Officer since January 2024. Ms. Perlman is also a director of O’Reilly Automotive, Inc. since November 2017. Prior to joining us, Ms. Perlman was an executive at PVH Corp. from 2012 to 2022, most recently serving as PVH’s Chief Strategy Officer and Treasurer from May 2021 to July 2022. In that position, she led global business strategy and development along with Treasury and Investor Relations. Prior to joining PVH, Ms. Perlman held several roles in investment banking retail groups at Barclays Capital, Lehman Brothers, and Credit Suisse First Boston.

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