Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

​

Long-Term Restricted Stock Unit Awards to Certain Senior Leaders

​

On December 11, 2025, in connection with the Company's succession planning efforts, the Compensation Committee of the Board of Directors of G-III Apparel Group, Ltd. (the "Company") approved one-time grants of restricted stock unit awards ("RSU Awards") under the Company's 2023 Long-Term Incentive Plan to a group of key employees that the Company has identified as its next generation of key leaders, including Jeffrey Goldfarb, Executive Vice President, and Dana Perlman, Chief Growth and Operations Officer, and several other senior leaders.

​

The RSU Awards granted to Jeffrey Goldfarb and Dana Perlman had a grant date value equal to $5,000,000.00 and $2,000,000.00, respectively, subject to rounding down to the nearest whole share, and the number of RSUs subject to the RSU Awards were determined using the closing price of the Company's common stock on December 12, 2025. The RSU Awards require five years of service before vesting - the RSU Awards cliff-vest 100% on the fifth anniversary of grant - and are subject to all other terms and conditions of the applicable award agreement.

​

The approval of the RSU Awards was the result of careful analysis, consideration, and intentional design by the Compensation Committee, in consultation with its independent compensation consultant. Under the leadership of the Company's current dedicated team of executives, the Company has successfully operated in fashion markets that are intensely competitive. To help ensure that this success continues into the future, the Company remains focused on succession planning and the retention and development of its next generation of key leaders. The Compensation Committee approved the RSU Awards as an important component of our talent retention strategy as follows:

​

​

​

Given our focus on succession planning and retention of this next generation of leaders, the Company's other named executive officers, Morris Goldfarb, Neal Nackman and Sammy Aaron did not receive an RSU Award. Instead, the focus of the RSU Awards is to support retention of key next generation leaders and to allocate additional stock-based compensation to them to enhance alignment of their compensation with the Company's stockholders and the success of the Company by rewarding those key leaders who remain with the Company through the extended 5-year vesting period.

​