G-III (GIII) CEO Morris Goldfarb Receives 840,000-Share Award

What Happened
Morris Goldfarb, CEO and a director of G-III Apparel Group (GIII), was awarded 840,000 shares on Aug 18, 2026 upon vesting of performance stock units (PSUs). The award is reported as an acquisition (code A) at $0.00 per share. To satisfy tax withholding obligations, 464,520 of those shares were withheld (code F) at $33.72 per share, generating proceeds of $15,663,614.

Key Details

• Transaction dates: award and vesting certified on 2026-08-18; Form 4 filed 2026-08-20. Filing appears timely.
• Award: 840,000 shares (PSUs vested), reported at $0.00 per share (code A).
• Tax withholding: 464,520 shares withheld at $33.72/share for $15,663,614 (code F).
• Why 840,000? PSUs had a target of 700,000 shares and the Compensation Committee certified achievement of a performance condition plus a 20% upward TSR adjustment, producing 840,000 shares (see footnote).
• Shares owned after the transaction: not disclosed in the provided filing excerpt.
• Transaction codes: A = award/acquisition; F = withholding to satisfy tax liability.

Context
This was a vesting of previously granted performance-based restricted stock units, not an open-market sale or purchase. Withholding shares to cover taxes is a routine administrative step and does not necessarily indicate the insider is selling shares for investment reasons. The filing notes the PSUs covered a performance period from Aug 9, 2023 to Aug 9, 2026 and that a TSR modifier increased the payout by 20%.