UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 18 24, 2026

PVH CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-07572		13-1166910
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

285 Madison Avenue, New York, New York		10017
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (212)-381-3500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

☐Securities ~~Pre-commencement~~registered ~~communications~~ pursuant to ~~Rule 13e-4~~Section 12(cb) ~~under~~of the ~~Exchange~~ Act :

(17 CFR 240.13e-4(c))

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $1 par value	PVH	New York Stock Exchange
4.125% Senior Notes due 2029	PVH29	New York Stock Exchange

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $1.00 par value	PVH	New York Stock Exchange
4.125% Senior Notes due 2029	PVH29	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o☐

Item 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers~~Agreement; ~~Election~~Item 1.02 Termination of ~~Directors~~a Material Definitive Agreement; ~~Appointment~~Item 2.03 Creation of ~~Certain~~a ~~Officers;~~Direct ~~Compensatory~~Financial ~~Arrangements~~Obligation ofor ~~Certain~~an ~~Officers~~Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

AtOn ~~the~~June 24, ~~Annual~~2026 ~~Meeting~~(the of“Closing ~~Stockholders~~Date”), of PVH Corp. (the “Company”) ~~held~~entered oninto ~~June~~a ~~18,~~Credit ~~2026~~Agreement (the “~~2026~~Credit ~~Annual Meeting~~Agreement”), by ~~stockholders~~and ofamong the Company ~~approved the proposal to approve amendments to the Company’s Stock Incentive Plan~~, asPVH ~~amended (the “Plan”)~~B.V., toa ~~(i)~~Dutch ~~add~~private ~~1,068,000~~limited ~~additional~~liability ~~shares~~company towith ~~the~~its ~~pool~~corporate ofseat ~~shares~~in ofAmsterdam ~~common~~and ~~stock,~~a ~~$1.00~~wholly ~~par~~owned subsidiary ~~value,~~ of the Company (the “~~Common~~Euro ~~Stock~~Borrower”), ~~available~~certain ~~for~~other ~~issuance~~subsidiaries ~~under the Plan and (ii) modify the method~~ of ~~counting shares underlying full value awards for purposes of~~ the ~~limits~~Company onfrom ~~awards~~time ~~that~~to ~~may~~time beparty ~~granted under~~ thereto, the ~~Plan~~lenders soparty ~~that~~thereto ~~each~~from ~~share~~time ~~underlying~~to ~~awards~~time, ~~of restricted stock units~~ and ~~performance~~Bank ~~share~~of ~~units (and restricted stock and other stock-based awards) granted on or after June 18~~America, ~~2026 is counted as 1~~N.~~72 shares (instead of 1~~A.6 ~~shares,~~as ~~which~~administrative ~~was the prior method)~~agent.

The following ~~Plan~~ is ~~attached~~a asdescription ~~Exhibit~~of ~~10.1~~the tomaterial ~~this~~terms ~~Report and is incorporated herein by reference. A summary description~~ of the ~~plan~~Credit ~~appears below.~~Agreement:

The Credit ~~purposes~~Agreement consists of ~~the~~(a) ~~Plan~~a ~~are to induce certain individuals to remain in the employ~~€400, ~~or to continue to serve as directors of~~000,000 oreuro-denominated ~~consultants~~term orloan ~~advisors~~A ~~to,~~facility (the ~~Company~~“Euro ~~and~~TLA ~~its~~Facility”) ~~present~~ and ~~future~~(b) a ~~subsidiaries~~US$1, ~~to attract new individuals to enter into such employment or service~~500,000,000 ~~and~~multicurrency torevolving ~~encourage~~credit ~~such~~facility ~~individuals to secure or increase on reasonable terms their stock ownership in~~ (the ~~Company.~~“Revolving ~~The~~Credit ~~Plan~~Facility” ~~permits~~and the ~~grant~~loans ofincurred ~~(1) nonqualified stock options~~thereunder, “Revolving (2Loans”) ~~incentive~~for ~~stock~~Revolving ~~options,~~Loans ~~(3)~~denominated ~~restricted~~in ~~stock~~U.S. dollars, ~~(4) restricted stock units~~euros, ~~(5)~~Canadian ~~stock appreciation rights (“SARs”)~~dollars, ~~(6)~~Japanese ~~performance shares~~yen, ~~(7)~~pounds ~~performance share units~~sterling, Swiss ~~and~~francs ~~(8)~~or other ~~stock-based~~agreed ~~awards~~foreign ~~(collectively, “Awards”)~~currencies. The ~~Plan~~Euro ~~terminates~~Borrower onis ~~April 29, 2030 (or such earlier date as may be determined by~~ the ~~Board);~~borrower ~~however, outstanding awards granted~~ under the ~~Plan~~Euro ~~prior~~TLA toFacility. ~~its~~The ~~expiration~~Company doand ~~not terminate until~~ the ~~respective~~Euro Borrower ~~termination~~are ~~dates~~borrowers ~~provided~~under ~~for~~the inRevolving ~~such~~Credit ~~awards~~Facility.

~~The~~On ~~Plan is administered by~~ the Closing ~~Compensation~~Date, ~~Committee of~~ the ~~Board~~Euro ~~(the~~Borrower ~~Compensation~~borrowed ~~Committee~~€400,000,000 ortranche ~~such~~A ~~other~~euro ~~committee~~term ~~that~~loans ~~the~~under ~~Board may designate to administer~~ the ~~Plan~~Euro isTLA ~~referred to herein as the “Committee”)~~Facility. ~~Subject~~The toproceeds ~~the provisions~~ of ~~and~~such borrowing ~~limitations~~were ~~set~~used ~~forth~~by in the ~~Plan,~~Company ~~the Committee has the authority~~ to ~~(1)~~repay ~~select~~in full the ~~people~~outstanding toloans ~~whom Awards are to be granted, (2) determine whether~~ and toother ~~what~~obligations ~~extent~~under ~~Awards~~the ~~are~~Credit toAgreement ~~be granted,~~ (~~3) determine~~ the ~~size~~“Existing Credit ~~and type of Awards~~Agreement”), ~~(4)~~dated ~~approve~~as ~~forms~~ of ~~Award~~December ~~agreements~~9, ~~which~~2022 ~~may~~(as ~~include provisions stating that employment for a specified period will not be required for vesting of an Award upon the occurrence of the death~~amended, ~~disability~~restated, ~~retirement~~supplemented or ~~qualifying termination of a participant as set forth in an Award agreement (or~~ otherwise ~~provided~~modified ~~for~~from intime ato ~~participant’s~~time ~~employment~~prior to ~~agreement with~~ the ~~Company~~Closing ~~or any of its subsidiaries~~Date), ~~(5)~~among ~~determine~~ the ~~terms and conditions applicable to Awards~~Company, ~~(6) establish performance goals for any performance period and determine whether such goals were satisfied, (7) amend any outstanding Award, (8) construe and interpret~~ the ~~Plan~~Euro ~~and any Award agreement and apply its provisions~~Borrower, ~~and~~certain ~~(9) take any~~ other ~~actions~~subsidiaries ~~deemed necessary or advisable for the administration~~ of the ~~Plan. The Committee may delegate its authority~~Company, tocertain ~~the~~financial ~~extent~~institutions ~~permitted~~party thereto byand ~~applicable~~Barclays ~~law,~~Bank ~~including~~PLC ~~its~~as ~~authority~~administrative ~~to grant Awards to participants, other than participants who are “insiders” subject to Section 16 of the Securities Exchange Act of 1934~~agent. ~~All~~The ~~decisions,~~Existing ~~interpretations~~Credit ~~and~~Agreement ~~other actions of the Committee are final~~ and ~~binding,~~all ~~including~~outstanding oncommitments ~~the~~thereunder ~~Company,~~were ~~its~~terminated in ~~subsidiaries,~~connection ~~employees,~~with ~~directors,~~such ~~consultants and their estates and beneficiaries~~repayment.

The Revolving ~~number~~Credit Facility includes amounts available for letters of ~~shares~~credit. A portion of ~~Common~~the ~~Stock~~Revolving ~~that~~Credit ~~may~~Facility beis ~~issued~~also ~~under~~available for the ~~Plan~~making isof ~~24,493,589~~swingline loans. ~~Any~~The issuance of such letters of credit and the ~~shares~~making ~~available~~of ~~for~~any ~~issuance~~swingline loan reduces the amount available under the ~~Plan~~Revolving Credit Facility. So long as certain conditions are satisfied, the Company may beadd ~~used~~one ~~for~~or ~~any~~more ~~type~~term ofloan ~~Award~~facilities or increase the commitments under any of the ~~Plan~~Revolving Credit Facilities by an aggregate amount not to exceed US$1,500,000,000. The ~~shares~~lenders under ~~issued~~the ~~pursuant~~Credit toAgreement ~~Awards~~are ~~may~~not berequired ~~authorized~~to ~~but~~provide ~~unissued~~commitments ~~shares~~with orrespect ~~treasury~~to ~~shares.~~such ~~For~~additional ~~purposes~~facilities or increased commitments.

The obligations of ~~making grants and calculating~~ the ~~usage~~Euro ofBorrower ~~shares~~ under the ~~Plan,~~Credit ~~each~~Agreement ~~share~~are ~~underlying~~guaranteed aby ~~stock option or a SAR) is counted as one share, each share underlying a combination of a SAR and a stock option where~~ the exercise of the stock option or SAR results in cancellation of the other, is counted as one share, and each share underlying a grant of restricted stock, restricted stock units, performance shares, performance share units or other stock-based Award is counted as two shares if granted prior to June 22, 2023, as 1Company.6 shares if granted on or after June 22, 2023 and prior to June 18, 2026 and as 1.72 shares if granted on or after June 18, 2026. The maximum aggregate number of shares with respect to which Awards may be granted in any calendar year to any one participant who is not a director is 1,000,000.

The Euro ~~maximum~~TLA ~~aggregate~~Facility ~~number~~and ofthe ~~shares~~Revolving ~~with~~Credit ~~respect~~Facilities towill ~~which~~mature ~~Awards~~on ~~may~~June be24, ~~granted~~2031. ~~during~~The ~~any~~terms ~~12-month period to any one director in respect~~ of the ~~director’s~~Euro ~~service~~TLA asFacility arequire ~~member of~~ the ~~Board~~Company to orrepay aquarterly ~~committee~~amounts ofoutstanding ~~the~~under ~~Board~~such ~~is limited to a number that~~facility, ~~combined~~commencing with ~~any~~the ~~cash~~quarter ~~fees~~ending orSeptember ~~other~~30, ~~compensation~~2026. ~~paid~~Such toamounts ~~such~~will ~~director~~equal 2.50% ~~during~~per ~~such~~annum ~~12-month period in respect~~ of the ~~director’s~~principal ~~service~~amount outstanding on the ~~Board~~Closing orDate apaid ~~committee of the Board, does not exceed $750,000~~ in ~~total~~equal ~~value.~~installments ~~The~~and ~~Board~~subject ~~may make exceptions~~ to ~~this~~certain ~~limit~~customary ~~for~~adjustments, with the ~~independent~~balance ~~director~~due ~~who~~on ~~is serving as Chair or presiding director, as applicable, provided that~~ the ~~director~~maturity ~~receiving~~date ~~such~~of ~~additional compensation may not participate in~~ the ~~decision~~TLA ~~to award such compensation~~Facility.

~~Under~~The outstanding ~~the~~borrowings ~~Plan,~~under the ~~per~~Credit ~~share~~Agreement ~~exercise~~are ~~price~~prepayable ofat any ~~stock~~time ~~option~~without ~~cannot~~penalty be(other ~~less~~ than ~~the~~customary ~~fair~~breakage ~~market value of the Common Stock on the date of grant, which is (i~~costs) the closing sale price of a share of the Common Stock on the New York Stock Exchange on the date of determination or (ii) if there is no sale of shares on that date, the closing sale price of a share of the Common Stock on the last trading date on which sales were reported on the New York Stock Exchange. ~~Each~~The United ~~stock~~States ~~option~~dollar-denominated ~~granted~~borrowings under the ~~Plan~~Credit ~~will~~Agreement bebear ~~evidenced~~interest byat an Award agreement that will specify the exercise price, the term of the stock option, the number of shares to which the stock option pertains, and such other terms and conditions as the Committee determines. In no event may a ~~stock~~rate ~~option~~per ~~granted~~annum ~~under~~equal ~~the Plan be exercised more than ten years after the date of grant. Optionees will not have any rights~~ to ~~dividend equivalents. Payment for shares issued upon exercise of a stock option generally may be made in cash~~, byat ~~delivery of shares of Common Stock owned by~~ the ~~optionee, or by any other method permitted by the Committee or combination of permitted payment methods. Each stock~~ Company’s option ~~granted will have a minimum three-year restriction period~~, ~~which~~either ~~may at the discretion of the Committee lapse on~~ a ~~prorated,~~base ~~graded~~rate or ~~cliff basis, except upon~~ a ~~termination~~term ofSOFR ~~employment~~rate, orin aeach ~~participant’s~~case ~~“qualifying~~calculated ~~termination”~~in ~~during the two-year period following the occurrence of~~ a ~~“change~~manner inset ~~control”~~forth ~~or “subsidiary disposition” (as such terms are defined~~ in the ~~Plan).~~Credit ~~In no event may the vesting of an Award of stock options occur within one year of the date of grant~~Agreement, ~~except~~plus ~~that the Committee will be entitled to make grants of any kind of Award under the Plan without regard to the minimum vesting condition in~~ an ~~aggregate amount not to exceed 5% of the maximum number of shares of Common Stock authorized for issuance under the Plan~~applicable margin.

~~Each~~The euro-denominated ~~SAR~~Euro ~~grant~~TLA ~~will~~Facility ~~be evidenced by an Award agreement that will specify the exercise price, the term of the SAR~~ and ~~such~~Revolving ~~other~~Facility ~~terms~~borrowings ~~and~~under ~~conditions as~~ the ~~Committee~~Credit ~~determines.~~Agreement ~~The~~bear ~~grant~~interest ~~price~~at ofa ~~SARs~~rate ~~may~~per ~~not~~annum beequal to ~~less~~a ~~than~~EURIBOR ~~100%~~rate ofand the ~~fair~~euro-denominated ~~market~~swing ~~value~~line ofborrowings ~~the~~under ~~Common Stock on~~ the ~~date~~Credit ofAgreement ~~grant.~~bear ~~SARs~~interest ~~granted~~at ~~under~~a ~~the~~rate ~~Plan~~per ~~expire~~annum asequal ~~determined~~to an byESTR ~~the Committee~~rate, ~~but~~ in noeach ~~event~~case ~~later~~calculated ~~than~~in ~~ten years from the date of grant. Grantees will not have any rights to dividend equivalents. Upon exercise of~~ a ~~SAR,~~manner ~~the~~set ~~holder~~forth ~~of the SAR will be entitled to receive payment~~ in ~~an amount equal to~~ the ~~product~~Credit of (i) the difference between the fair market value of the Common Stock on the date of exercise over the grant price and (ii) the number of shares of Common Stock for which the SAR is exercised. At the discretion of the CommitteeAgreement, ~~payment~~plus ~~to the holder of a SAR may be~~ in ~~cash,~~each bycase ~~delivery~~an ofapplicable ~~shares of Common Stock owned by the grantee or in some combination thereof~~margin. ~~Each SAR granted will have a minimum~~

three-year restriction period, which may, at the discretion of the Committee, lapse on a pro-rated, graded, or cliff basis, except upon a termination of employment or a participant’s qualifying termination during the two-year period following the occurrence of a change in control or subsidiary disposition. In no event may the vesting of an Award of SARs occur within one year of the date of grant, except that the Committee will be entitled to make grants of any kind of Award under the Plan without regard to the minimum vesting condition in an aggregate amount not to exceed 5% of the maximum number of shares of Common Stock authorized for issuance under the Plan.1

~~Each~~The pound ~~restricted~~sterling-denominated ~~stock~~borrowings orunder ~~restricted stock unit grant will be evidenced by an Award agreement that will specify~~ the ~~periods~~Credit ofAgreement ~~restriction,~~bear ~~the~~interest ~~number~~at ~~of shares of restricted stock or the number of restricted stock units granted, and such other terms and conditions as the Committee determines. The initial value of~~ a ~~share~~rate ofper ~~restricted~~annum ~~stock or a restricted stock unit will~~ equal ~~the~~to ~~fair market value of the Common Stock on the date of grant. Awards of restricted stock and of restricted stock units will have~~ a ~~minimum~~SONIA ~~three-year restriction period~~rate, ~~which~~calculated ~~may, at the discretion of the Committee, lapse on~~ in a ~~pro-rated,~~manner ~~graded,~~set orforth ~~cliff basis, except upon a termination of employment or a participant’s qualifying termination during the two-year period following the occurrence of a change~~ in ~~control or subsidiary disposition. In no event may~~ the ~~vesting~~Credit ~~of an Award of restricted stock or restricted stock units occur within one year of the date of grant~~Agreement, ~~except~~plus ~~that~~in ~~the~~each ~~Committee~~case ~~will be entitled to make grants of any kind of Award under the Plan without regard to the minimum vesting condition in~~ an aggregate amount not to exceed 5% of the maximum number of shares of Common Stock authorized for issuance under the Plan. In the Committee’s discretion, holders of restricted stock may be credited with dividends with respect to all shares held, and holders of restricted stock units may receive dividend equivalents, as provided in the applicable ~~Award agreement~~margin. Dividends credited to holders of restricted stock will be paid to the holders only if and when the underlying shares of restricted stock vest. Dividend equivalents credited to holders of restricted stock units will be paid to the holders only if and when the underlying restricted stock units are settled. Restricted stock units (and any dividend equivalents) may be settled in shares of Common Stock, cash or a combination thereof, in the Committee’s discretion.

Each performance share and performance share unit grant will be evidenced by an Award agreement that will specify the applicable performance period(s) and performance measure(s), the number of performance shares or performance share units granted and such other terms and conditions as the Committee determines. The Swiss ~~initial~~franc-denominated ~~value~~borrowings ofunder ~~each performance share and each performance share unit will equal~~ the ~~fair~~Credit ~~market~~Agreement ~~value~~bear ofinterest aat ~~share of the Common Stock on the date of grant. An Award of performance shares or performance share units will have~~ a ~~minimum~~rate ~~three-year~~per ~~restriction~~annum ~~period,~~equal ~~which~~to ~~may at the discretion of the Committee lapse on~~ a ~~prorated,~~SARON ~~graded or cliff basis~~rate, ~~except~~calculated ~~upon~~in a manner ~~termination~~set offorth ~~employment or a participant’s qualifying termination during the two-year period following the occurrence of a change~~ in ~~control or subsidiary disposition. In no event may~~ the ~~vesting~~Credit ~~of an Award of performance shares or performance share units occur within one year of the date of grant~~Agreement, ~~except~~plus ~~that~~in ~~the~~each ~~Committee~~case ~~will be entitled to make grants of any kind of Award under the Plan without regard to the minimum vesting condition in~~ an ~~aggregate~~applicable ~~amount not to exceed 5% of the maximum number of shares of Common Stock authorized for issuance under the Plan~~margin. Performance shares and performance share units may not provide participants with the right to receive dividends or dividend equivalents. Earned performance shares or performance share units may be settled in shares of Common Stock, in cash or a combination thereof, in the Committee’s discretion.

The ~~Committee has the right to grant other stock~~ yen-~~based~~denominated ~~Awards~~borrowings ~~that~~under ~~may include, without limitation, grants of shares of Common Stock based on~~ the ~~attainment~~Credit ofAgreement ~~performance~~bear ~~goals,~~interest ~~payment~~at ofa ~~shares~~rate ofper ~~Common~~annum ~~Stock~~equal asto a ~~bonus~~TIBOR ~~in lieu of cash based on performance goals~~rate, ~~and~~calculated ~~the~~in ~~payment~~a ofmanner set ~~shares~~forth ~~of Common Stock~~ in ~~lieu of cash under~~ the ~~Company’s~~Credit ~~other~~Agreement, ~~incentive~~plus orin ~~bonus~~each ~~programs.~~case ~~The~~an ~~Committee~~applicable margin.

~~has~~The Canadian ~~the~~dollar-denominated ~~discretion~~borrowings tounder ~~determine~~ the ~~vesting~~Credit ofAgreement ~~any~~bear ~~such~~interest ~~Award,~~at ~~provided~~a ~~that,~~rate ~~except~~per ~~upon~~annum aequal ~~termination~~to, ofat ~~employment~~the ~~or a participant~~Company’s ~~qualifying~~option, either ~~termination during the two-year period following the occurrence of~~ a ~~change~~Canadian inbase ~~control~~rate or ~~subsidiary disposition, there will be~~ a ~~minimum~~term ~~vesting~~CORRA ~~period of three years for all Awards~~rate, ~~which may~~ in ~~the~~each ~~Committee’s~~case ~~discretion~~calculated ~~lapse~~in on a ~~prorated,~~manner ~~graded~~set orforth ~~cliff~~in ~~basis. In no event may~~ the ~~vesting~~Credit ~~of a stock-based Award occur within one year of the date of grant~~Agreement, ~~except~~plus ~~that the Committee will be entitled to make grants of any kind of Award under the Plan without regard to the minimum vesting condition in~~ an ~~aggregate amount not to exceed 5% of the maximum number of shares of Common Stock authorized for issuance under the Plan~~applicable margin.

The initial ~~Committee~~applicable ~~may~~margin ~~specify that the attainment of one or more of the performance measures set forth below will determine the degree of granting, vesting and/or payout~~ with respect to ~~performance~~each ~~shares,~~Revolving ~~performance~~Credit ~~share~~Facility ~~units~~will orbe ~~other performance-based Awards~~1.0% ~~The performance goals to be used~~ for ~~such~~loans ~~Awards~~bearing ~~will~~interest beat ~~based on one or more of~~ the ~~following~~term ~~performance~~SOFR ~~measures or such other performance measures as the Committee may determine: earnings~~rate, EURIBOR ~~earnings before interest and taxes~~rate, ~~earnings~~term ~~before~~CORRA ~~interest~~rate, ~~taxes,~~SONIA ~~depreciation~~rate ~~and amortization, earnings per share, economic value created, market share, net income (before~~ or ~~after~~SARON ~~taxes),~~rate ~~operating income, adjusted net income after capital charge, return on assets, return on capital (based on earnings~~ or ~~cash~~ESTR ~~flow),~~rate return on equity, return on investment, revenue, cash flow, operating margin, share price, total stockholder return, total market value; strategic business criteria, consisting of one or more objectives based on meeting specified market penetration goals, productivity measures, geographic business expansion goals, cost targets, customer satisfaction or employee satisfaction goals, goals relating to merger synergies, management of employment practices and ~~employee~~0% ~~benefits,~~for orloans ~~supervision~~bearing ofinterest ~~litigation~~at orthe ~~information~~base ~~technology,~~rate ~~goals relating to acquisitions~~ or ~~divestitures~~Canadian ~~of subsidiaries~~prime rate, ~~affiliates or joint ventures, and goals relating to environmental, social and governance criteria~~respectively. The ~~targeted~~initial ~~level~~applicable ormargin ~~levels of performance~~ with respect to the ~~performance~~Euro ~~measures~~TLA ~~may~~Facility will be ~~established~~1.125%. atAfter ~~such levels and on such terms as~~ the ~~Committee~~date may determine, in its discretion, on a corporate-wide basis or with respect to one or more business units, divisions, subsidiaries, business segments or functions, and in either absolute terms or relative to the performance of ~~one~~delivery ~~or more comparable companies or an index covering multiple companies. Unless otherwise determined by~~ of the ~~Committee,~~compliance ~~measurement~~certificate ofand ~~performance~~financial ~~goals~~statements with respect to the ~~selected performance measure(~~Company’s) ~~will~~fiscal ~~exclude~~quarter ~~the~~ending ~~impact~~on ofor ~~charges~~about ~~for~~August ~~restructurings~~1, ~~discontinued operations~~2027, the ~~extraordinary~~applicable ~~items~~margin ~~and~~for ~~other~~borrowings ~~unusual~~under ~~or non-recurring items, as well as~~ the ~~cumulative~~Euro ~~effects~~TLA ofFacility ~~tax~~and ~~or accounting changes,~~ each asRevolving ~~determined~~Credit inFacility ~~accordance~~will ~~with~~be ~~generally~~subject ~~accepted~~to ~~accounting~~adjustment ~~principles~~based upon ~~or identified in~~ the Company’s ~~financial~~net ~~statements,~~leverage ~~notes~~ratio toand/or ~~the~~public ~~financial~~debt ~~statements,~~rating ~~Management’s~~(as ~~Discussion~~more ~~and~~fully ~~Analysis~~described orin ~~other filings with~~ the ~~Securities~~Credit ~~Exchange Commission~~Agreement).

~~Any~~The Credit ~~Award~~Agreement ~~granted~~requires ~~pursuant to~~ the ~~Plan~~Company ~~will be subject~~ to ~~mandatory~~comply ~~repayment~~with tocustomary ~~the~~affirmative ~~Company~~and bynegative ~~the~~covenants. ~~participant~~The ~~who~~Credit ~~holds~~Agreement ~~such~~requires ~~Award~~the ~~(i)~~ Company to ~~the~~maintain ~~extent~~a ~~set~~maximum ~~forth~~net inleverage ~~the~~ratio. ~~Plan~~The ormethod anof ~~Award~~calculating ~~agreement~~all orof ~~(ii) to~~ the ~~extent~~components ~~the~~used ~~participant is, or~~ in ~~the~~such ~~future~~financial ~~becomes,~~covenant ~~subject~~is ~~to (A) any Company “clawback” or recoupment policy or (B) any law, rule, requirement or regulation that imposes mandatory recoupment, under circumstances~~ set forth in ~~such~~the ~~law,~~Credit ~~rule, requirement or regulation~~Agreement.

AnThe Credit ~~Award~~Agreement ~~granted~~contains ~~under~~customary ~~the~~events ~~Plan~~of ~~generally~~default, ~~may~~including but not belimited ~~sold~~to, ~~pledged,~~nonpayment; ~~assigned,~~material ~~hypothecated,~~inaccuracy ~~transferred or disposed~~ of inrepresentations and ~~any~~warranties; ~~manner.~~violations ~~Awards can be transferred by will or by the laws~~ of ~~descent~~covenants; orcertain ~~distribution.~~bankruptcies Inand ~~addition,~~liquidations; ancross-default ~~Award~~to ~~agreement~~material ~~for~~indebtedness; ancertain ~~Award~~material judgments; ~~other~~certain ~~than~~events ~~incentive~~related ~~stock~~to ~~options~~the ~~can~~Employee ~~provide~~Retirement ~~for~~Income ~~the~~Security ~~Award~~Act toof be1974, ~~transferred~~as ~~for~~amended; noand ~~consideration~~a tochange ain ~~member~~control of(as defined in the ~~grantee’s~~Credit ~~immediate family~~Agreement).

InThe foregoing description of the ~~event~~Credit ofAgreement ~~any~~does ~~equity~~not ~~restructuring~~purport ~~(within~~to ~~the~~be ~~meaning~~complete ofand ~~FASB~~is ~~Accounting~~qualified ~~Standards~~in ~~Codification~~its ~~Topic~~entirety ~~718~~by ~~(f/k/~~reference to the Credit Agreement, a ~~Financial~~copy ~~Accounting~~of ~~Standards~~which Nois filed as Exhibit 10.1 ~~123R)),~~to ~~such~~this asCurrent aReport ~~stock~~on ~~dividend,~~Form ~~stock~~8-K ~~split,~~and is incorporated herein by reference.

spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend, the Committee must cause an equitable adjustment in the number and kind of shares that may be delivered under the Plan, in the individual Award limits, and, with respect to outstanding Awards, in the number and kind of shares subject to outstanding Awards, the exercise price, grant price or other price of shares subject to outstanding Awards, any performance conditions relating to shares, the market price of shares, or per-share results, and other terms and conditions of outstanding Awards, to prevent dilution or enlargement of rightsItem 9. In the event of any other change in corporate capitalization, such as a merger, consolidation, or liquidation, the Committee may, in its sole discretion, cause there to be such equitable adjustment as described in the foregoing sentence, to prevent dilution or enlargement of rights01. Financial InStatements ~~such~~And ~~a case, unless otherwise determined by the Committee, the number of shares subject to any Award will always be rounded down to a whole number~~Exhibits. ~~Any adjustment made by the Committee is conclusive.~~

If a qualifying termination of a participant’s employment occurs during the two-year period following a change in control, all outstanding stock options and SARs will become immediately exercisable, and any period of restriction or other restrictions imposed on restricted stock, restricted stock units, performance share units or other stock-based Awards will lapse(d) Exhibits. In addition, all incomplete performance periods in respect of Awards of performance shares, performance share units and each other performance-based Award will end on the date of the change in control and the performance goals applicable to such Awards will be deemed satisfied based on the level of performance achieved as of the date of the change in control, if determinable, or at the target level, if not determinable. Notwithstanding the foregoing, if less than 50% of the relevant performance period has elapsed as of the date of the change in control, then the performance goals applicable to such Award will be deemed satisfied at the target level. Each performance-based Award will thereafter become a time-based Award and will vest and become payable to the participant on the earlier to occur of the participant’s qualifying termination during the two-year period following the occurrence of the change in control and the date the Award otherwise vests in accordance with the Award agreement.

In the event of a change in control in which outstanding Awards are not assumed or continued:

Exhibit No.		Description of Exhibit
10.1		Credit Agreement, dated as of June 24, 2026, among PVH Corp., PVH B.V. certain subsidiaries of PVH Corp. from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

(i) all outstanding stock options and SARs will be terminated and participants will receive, for each share subject to the stock options or SARs held, cash equal to the excess of the fair market value of Common Stock immediately prior to the occurrence of the change in control over the option exercise price or the SAR grant price, as applicable; 2

(ii) all outstanding restricted stock, restricted stock units and other stock-based Awards will be terminated and participants will receive, for each share subject to an Award, cash equal to the fair market value of Common Stock immediately prior to the occurrence of the change in control; and SIGNATURES

~~(iii)~~Pursuant ~~all outstanding performance shares, performance share units and other performance-based Awards will be terminated and participants will receive, for each share subject~~ to ~~an Award, cash equal to~~ the ~~fair~~requirements ~~market value~~ of ~~Common Stock immediately prior to~~ the ~~occurrence~~Securities ofExchange ~~the~~Act change in control. Each performance share, performance share unit and other performance-based Award will vest on a pro rata monthly basis, including full credit for partial months elapsed, and will be paid based on the level of ~~performance achieved as of the date of the change in control~~1934, ~~if determinable, or at~~ the ~~target~~Registrant ~~level, if not determinable. Notwithstanding the foregoing, if less than 50% of the relevant performance period~~ has ~~elapsed~~duly ascaused ofthis ~~the~~report ~~date~~to ofbe ~~the~~signed ~~change~~on inits ~~control,~~behalf ~~then~~by the ~~performance~~undersigned ~~goals~~hereunto ~~applicable~~duly ~~to such Award will be deemed satisfied at the target level~~authorized.

The Committee has the authority to provide for automatic full vesting and exercisability of Awards held by certain participants affected by a subsidiary disposition.

Date: June 29, 2026	PVH CORP.

	By:	/s/ Mark D. Fischer
		Mark D. Fischer
		Executive Vice President, General Counsel and Secretary

With respect to Awards (or portions of Awards) that are considered deferred compensation under Section 409A of the Internal Revenue Code and any related regulations or other guidance promulgated thereunder (“Section 409A”), if an event or condition constituting a change in control does not constitute a “change in the ownership” or a “change in the effective control” of the Company or a “change in the ownership of a substantial portion of a corporation’s assets” (each within the meaning of Section 409A), the event or condition will continue to constitute a change in control solely with respect to vesting of the Awards (or portion thereof) or a lapse of any applicable restrictions on Awards, and not for purposes of determining whether the settlement or payment of an Award (or portion thereof) will be accelerated under the Plan. 3

The effect that the termination of a participant’s employment due to death or retirement has upon the vesting of an Award is dictated by the terms of the agreement relating to such Award.

Item 5.07. Submission of Matters to a Vote of Security Holders.

There were present in person or by proxy at the 2026 Annual Meeting holders of 43,142,296 shares of the Company’s common stock. These shares present represented approximately 94% of the shares of common stock eligible to be voted at the meeting. The holders of the common stock voted on the matters reported below.

The following directors were elected to serve for a term of one year:

	For	Against	Abstain	Broker Non-Votes
Jesper Andersen	40,173,715	38,329	369,623	2,560,629
Ajay Bhalla	40,054,965	157,163	369,539	2,560,629
Michael M. Calbert	39,802,184	404,876	374,607	2,560,629
Brent Callinicos	39,807,323	396,339	378,005	2,560,629
George Cheeks	39,994,316	218,000	369,351	2,560,629
Kate Gulliver	40,168,581	43,791	369,295	2,560,629
Stefan Larsson	40,040,012	172,264	369,391	2,560,629
G. Penny McIntyre	39,942,612	265,868	373,187	2,560,629
Amy McPherson	37,143,869	3,064,879	372,919	2,560,629
Amanda Sourry	39,783,926	423,696	374,045	2,560,629

The proposal to approve, in a non-binding, advisory vote, the compensation paid to the Company’s named executive officers was approved. The vote was: FOR – 37,965,611; AGAINST – 2,181,842; ABSTAIN – 434,214; and there were 2,560,629 broker non-votes.

The proposal to approve the amendments to the Plan was approved. The vote was: FOR – 38,004,923; AGAINST – 2,179,656; ABSTAIN – 397,088; and there were 2,560,629 broker non-votes.

The proposal for Ernst & Young LLP to serve as the Company’s independent auditors for its current fiscal year was ratified. The vote was: FOR – 41,888,934; AGAINST – 866,051; and ABSTAIN – 387,311. There were no broker non-votes for this proposal.

Item 9.01. Financial Statements And Exhibits.

(d) Exhibits.

Exhibit No.			Description of Exhibit
10.1			PVH Corp. Stock Incentive Plan, as amended and restated effective June 18, 2026
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PVH CORP.

(Registrant)

By: /s/ Mark D. Fischer

Name: Mark D. Fischer

Title: Executive Vice President, General

Counsel and Secretary

Date: June 24, 2026

Filing Compare · PVH CORP. /DE/