GIII — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-09-08

• On May 14, 2026, we entered into certain agreements relating to the acquisition of the Marc Jacobs business (the “Marc Jacobs Acquisition”) from LVMH Moet Hennessy Louis Vuitton Inc. and its affiliates (“LVMH”), which was completed as of September 1, 2026 (the “Closing Date”). The transaction was st…

• The license agreement, entered into on the Closing Date by IPCo and certain subsidiaries of the Company, granted an exclusive right to use the Marc Jacobs brand in the United States, Canada, Mexico and Western Europe for the distribution, promotion and sale of specified product categories, including…

• In fiscal 2025, we entered into agreements for AWWG Investments B.V. (“AWWG”) to act as the official agent for DKNY, Donna Karan and Karl Lagerfeld across Spain and Portugal, as well as for our licensed Converse products in select countries. In June 2026, the Company and AWWG agreed to terminate the…

• related service agreements and are working toward an orderly transition of the affected operations, with termination effective as of December 31, 2026.

• Our retail operations segment consists primarily of direct sales to consumers through our company operated stores and product sales through our digital sites for the DKNY, Donna Karan, Karl Lagerfeld Paris and Wilsons Leather brands. As of July 31, 2026, our retail operations segment consisted of 47…

Text removed vs the prior filing · source: 10-Q · 2026-06-08

• On May 14, 2026, we entered into certain agreements relating to the acquisition of the Marc Jacobs business (the “Marc Jacobs Acquisition”) from LVMH Moet Hennessy Louis Vuitton Inc. and its affiliates (“LVMH”). The transaction is structured such that (i) MJ Topco, LLC (“IPCo”), a newly formed joint…

• trademarks including DKNY, Donna Karan, Karl Lagerfeld, G.H. Bass, Andrew Marc, Vilebrequin and Sonia Rykiel in product categories we do not produce ourselves.

• Our retail operations segment consists primarily of direct sales to consumers through our company-operated stores and product sales through our digital sites for the DKNY, Donna Karan, Karl Lagerfeld Paris and Wilsons Leather brands. As of April 30, 2026, our retail operations segment consisted of 4…

• Following the Supreme Court ruling, the current administration announced a new global tariff of 10% effective February 24, 2026, under Section 122 Trade Act of 1974 which will expire in 150 days unless renewed by Congress. On May 7, 2026, the CIT ruled that the Section 122 tariffs exceeded the Presi…

• While the elimination of IEEPA tariffs is expected to have a favorable impact on gross margin, the imposition of additional tariffs, including those under Section 122 and potential measures arising from Section 301 actions, may offset such benefits and could adversely affect our financial results. W…

Text added vs the prior filing · source: 10-Q · 2026-09-08

• operational effectiveness of control procedures. These deficiencies will not be considered remediated until the remediation plan is complete, and controls have been operational for a sufficient period of time and successfully tested.

• Other than the material weakness described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended July 31, 2026 that have materially affected, or are reasonably likely to materially a…

Text removed vs the prior filing · source: 10-Q · 2026-06-08

• Automated and manual business process controls that are dependent on the affected ITGCs were also deemed ineffective because they rely upon information and configurations from the affected IT systems.

• Other than the material weakness described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended April 30, 2026 that have materially affected, or are reasonably likely to materially …

Text added vs the prior filing · source: 10-Q · 2026-09-08

• thereunder. Our ability to realize the expected benefits of the Marc Jacobs Acquisition is subject to a number of risks, including:

• ●our ability to build standalone operational capabilities for functions historically provided by LVMH prior to the expiration of the transition services; and

• ●difficulties in retaining key creative, design and management personnel who may be critical to the brand’s identity and market position.

Text removed vs the prior filing · source: 10-Q · 2026-06-08

• The Marc Jacobs Acquisition may not be completed within the expected timeframe, or at all, and the failure to complete the Marc Jacobs Acquisition could have a material adverse effect on our future business and financial results.

• There can be no assurance that the Marc Jacobs Acquisition will be completed in the expected timeframe, or at all. The Marc Jacobs Acquisition is governed by multiple agreements, including the Unit Purchase Agreement, the Equity Commitment Letter, the Equity Purchase and Distribution Agreement and o…

• If the Marc Jacobs Acquisition is not completed, our ongoing business and financial results may be adversely affected and we will be subject to a number of risks, including the following:

• ●we have dedicated significant time and resources, financial and otherwise, in planning for the Marc Jacobs Acquisition and the associated transition of the business, of which we would lose the benefit if the Marc Jacobs Acquisition is not completed;

• ●certain transaction costs relating to the Marc Jacobs Acquisition, including regulatory filing costs and certain costs relating to representation and warranty insurance, will have been incurred whether or not the Marc Jacobs Acquisition is completed;