NACKMAN NEAL 4

What Happened

• Neal Nackman, Chief Financial Officer of G‑III Apparel Group (GIII), had 21,704 Performance Stock Units (PSUs) vest on June 15, 2026 (reported June 17). The PSUs were awarded at $0 (an award/vesting event). To satisfy tax withholding, 18,251 shares were withheld/disposed at $34.63 per share, totaling $632,032.
• This was not an open‑market sale by the insider but a withholding of shares to pay tax obligations arising from the vesting (routine, not a directional trade).

Key Details

• Transaction dates: June 15, 2026 (vest/withholding); Form 4 filed June 17, 2026 — appears timely.
• Awarded/vested: 21,704 PSUs (each convertible to one share) — acquired at $0 (code A).
• Tax withholding/disposition: 18,251 shares at $34.63 each, proceeds $632,032 (code F = shares withheld to satisfy tax).
• Footnotes: F1 — PSUs were granted April 27, 2023 and vested based on 3‑year performance metrics; the company achieved 150% of both metrics for fiscal 2024–2026. F2 — The 18,251 shares withheld satisfied tax on the 21,704 PSUs and 14,469 RSUs (the RSU grant was reported May 1, 2023).
• Shares owned after the transaction: not specified in the provided filing excerpt.

Context

• PSUs are performance‑based awards; the vesting here reflects achievement of the stated performance metrics (150% payout). The share withholding is a common "sell‑to‑cover" or tax withholding mechanism and should not be read as an active decision to sell by the insider.
• Codes: A = Award/vesting; F = shares withheld for tax liability. For retail investors, awards vesting increases insider holdings in nominal terms before withholding; withheld shares reduce the net shares delivered.