| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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![]() | Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
![]() | Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol
G III APPAREL GROUP LTD /DE/ [ GIII ] Foreign Trading Symbol | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year) 08/18/2026 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed
(Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, Par Value $.01 Per Share | 08/18/2026 | A | 840,000(1) | A | $0 | 4,952,195 | D | |||
| Common Stock, Par Value $.01 Per Share | 08/18/2026 | F | 464,520(2) | D | $33.72 | 4,487,675 | D | |||
| Common Stock, Par Value $.01 Per Share | 200,000 | I | Arlene Goldfarb 2012 Delaware Trust | |||||||
| Common Stock, Par Value $.01 Per Share | 166,750 | I | Goldfarb Family Partners, LLC | |||||||
| Common Stock, Par Value $.01 Per Share | 200,000 | I | Morris Goldfarb 2012 Delaware Trust | |||||||
| Common Stock, Par Value $.01 Per Share | 29,666 | I | Spouse | |||||||
| Common Stock, Par Value $.01 Per Share | 140,258 | I | The Morris And Arlene Goldfarb Family Foundation | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Reflects vesting of Performance Stock Units ("PSUs") granted on August 9, 2023 and October 17, 2023, representing a target award of 700,000 shares of G-III Apparel Group, Ltd. (the "Company") common stock, subject to satisfaction of one of two stock price performance conditions during the performance period from August 9, 2023 through August 9, 2026, as adjusted by a total shareholder return ("TSR") modifier providing for a maximum 20% upward or downward adjustment based on the Company's TSR relative to the TSR of certain comparator companies during the performance period. On August 18, 2026, the Compensation Committee certified that one of the stock price performance conditions was achieved, resulting in the target number of shares under the PSU being earned, and that application of the TSR modifier resulted in a 20% upward adjustment of the number of shares deliverable under the PSU, resulting in a total of 840,000 shares being earned under the PSUs. |
| 2. Represents shares withheld to satisfy the Reporting Person's tax obligation in connection with the 840,000 shares earned under the PSUs described above. |
| /s/ Morris Goldfarb | 08/20/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||