GOLDFARB MORRIS 4

What Happened
Morris Goldfarb, CEO and director of G‑III Apparel Group (GIII), had 234,405 Performance Stock Units (PSUs) vest on June 15, 2026 (award/acquisition). To satisfy tax withholding obligations, 187,238 shares were withheld/treated as disposed at $34.63 per share, producing a withholding value of $6,484,052. The PSUs were originally granted April 27, 2023 and vested because the company achieved 150% of the applicable performance metrics for the 2024–2026 performance period.

Key Details

• Transaction dates: vesting and withholding occurred on 2026-06-15; Form 4 filed 2026-06-17 (appears timely).
• Award/acquisition: 234,405 shares (PSUs vested) at $0.00 (code A).
• Tax withholding (disposition): 187,238 shares at $34.63 = $6,484,052 (code F).
• Footnotes: F1 — PSUs vested after meeting two performance metrics (3‑year cumulative EBIT and 3‑year avg ROIC) at 150% payout. F2 — The 187,238 withheld shares cover the tax obligation for the vesting of 234,405 PSUs and 104,180 RSUs (RSUs originally reported May 1, 2023).
• Shares owned after transaction: not specified in the provided filing.

Context
This was a performance-based equity vesting event, not an open‑market sale or purchase. The F-code disposition reflects shares withheld to satisfy taxes (a common, administrative action), not an indication of an independent sale of shares on the market. The filing was submitted two days after the transaction date, consistent with standard Section 16 reporting timing.