Form 4: G-III Apparel CEO Shifts 1M Shares from GRATs

G-III Apparel Group CEO Morris Goldfarb reported a significant restructuring of his beneficial ownership, moving 1 million shares from grantor retained annuity trusts into direct ownership.

Summary

• Morris Goldfarb, CEO, Director, and 10% Owner of G-III Apparel Group, Ltd. (GIII), reported changes in his beneficial ownership.
• On December 10, 2025, Goldfarb withdrew 500,000 shares of common stock from each of two Morris Goldfarb 2024 Grantor Retained Annuity Trusts (GRAT JG and GRAT LF).
• These 1,000,000 shares were transferred into his direct beneficial ownership.
• The transactions involved an exchange for promissory notes, with the principal amount based on the average high and low sales prices of G-III common stock on December 10, 2025, which was $31.21 per share for the GRAT transactions.
• Following these transactions, Goldfarb's direct beneficial ownership increased to 3,988,081 shares.
• His indirect beneficial ownership through various trusts and foundations totals 736,674 shares, including 140,258 shares via The Morris And Arlene Goldfarb Family Foundation, 200,000 shares via Arlene Goldfarb 2012 Delaware Trust, 166,750 shares via Goldfarb Family Partners, LLC, 29,666 shares via his spouse, and 200,000 shares via Morris Goldfarb 2012 Delaware Trust.
• The Morris Goldfarb 2024 GRAT JG and GRAT LF now hold 0 shares indirectly for Goldfarb.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. The transaction is a planned restructuring of personal holdings, not a sale for cash. The CEO is consolidating ownership, which can be seen as a sign of confidence, though it's primarily for estate planning purposes.

Positives

• The CEO's direct beneficial ownership increased by 1,000,000 shares, potentially signaling continued confidence in the company's future.
• The transactions were part of a planned restructuring of personal holdings (GRATs), not an open market sale for cash.

Future Outlook

This filing does not contain forward-looking statements or guidance regarding the company's future performance or strategic direction. It solely reports changes in beneficial ownership.

Management Comments

• Effective December 10, 2025, Mr. Goldfarb withdrew 500,000 shares of common stock from each of the Morris Goldfarb 2024 GRAT JG and the Morris Goldfarb 2024 GRAT LF, each of which is a grantor retained annuity trust for the benefit of himself and his children, in exchange for promissory notes.
• The principal amount of each promissory note is equal to the average of the high and low sales prices of G-III Apparel Group Ltd.'s common stock on such date, multiplied by the number of shares of common stock withdrawn from the corresponding GRAT.

Industry Context

This filing primarily concerns an insider's personal financial planning and beneficial ownership structure, rather than providing insights into broader industry trends or competitive dynamics within the apparel sector.

Related Party Transactions

• Withdrawal of 500,000 shares from each of the Morris Goldfarb 2024 GRAT JG and the Morris Goldfarb 2024 GRAT LF (grantor retained annuity trusts for the benefit of Mr. Goldfarb and his children) in exchange for promissory notes.

Stakeholder Impact

• Shareholders: The CEO's direct ownership increases, potentially aligning his interests more closely with shareholders. The overall number of shares outstanding remains unchanged.
• Employees, Customers, Suppliers, Creditors: No direct impact from this personal ownership restructuring.

Key Dates

Recommendation

This Form 4 details a planned restructuring of the CEO's personal holdings, moving shares from grantor retained annuity trusts into direct ownership. It is primarily an estate planning maneuver and does not reflect a change in the company's operational performance or strategic direction. While an increase in direct insider ownership can be seen as a minor positive, it's not a strong enough signal to warrant a 'buy' or 'sell' recommendation based solely on this filing. Investors should 'hold' and look to other filings for company-specific performance and outlook.

Keywords

G-III Apparel Group, GIII, Morris Goldfarb, CEO, Insider Trading, Form 4, Beneficial Ownership, GRAT, Stock Transfer, Corporate Governance