G III APPAREL GROUP LTD /DE/ 8-K

What Happened G-III Apparel Group (GIII) filed an 8‑K on May 4, 2026 announcing awards of performance share units (PSUs) under its 2023 Long‑Term Incentive Plan to five named executive officers. Awards total 259,115 PSUs and are payable in common stock only if multi‑year performance targets for three‑year cumulative Adjusted EBIT and three‑year average ROIC (reduced by a 28.5% hypothetical tax rate) are met for the fiscal 2027–2029 performance period. Vesting is weighted 75% to Adjusted EBIT and 25% to ROIC; settlement for vested PSUs will occur on or within 90 days after the vesting date of April 15, 2029, and is contingent on continued employment through that date.

Key Details

• PSU awards by executive: Morris Goldfarb 115,163; Sammy Aaron 86,372; Jeffrey Goldfarb 33,589; Dana Perlman 15,994; Neal S. Nackman 7,997 (total 259,115 PSUs).
• Metric weighting: 75% Adjusted EBIT, 25% ROIC (ROIC adjusted by a 28.5% hypothetical tax). Performance period: FY2027–FY2029.
• Payout range per metric: 0% if below minimum threshold; otherwise ratable from 50% up to a maximum of 150% of the PSUs allocated to that metric. Maximum combined payout per metric is capped at 150%.
• Settlement timing and contingency: vested awards settled in shares on or within 90 days after April 15, 2029, subject to continued service through the vesting date.

Why It Matters These awards tie senior management compensation to multi‑year operational performance (Adjusted EBIT) and capital efficiency (ROIC), aligning executive incentives with company profitability and returns over 2027–2029. Investors should note the potential for share issuance if awards vest, the capped upside (150%) and downside (as low as 0% per metric if minimums aren’t met), and the time horizon before any shares are delivered (vesting date April 15, 2029). The detailed PSU agreement is filed as an exhibit to the 8‑K.