Form 4: PVH Executive Sells Shares for Tax Obligations

PVH Corp.'s EVP, General Counsel & Secretary, Mark D. Fischer, disposed of 129 shares of common stock to cover tax liabilities related to a restricted stock unit award.

Summary

• Mark D. Fischer, EVP, General Counsel & Secretary, and a Director of PVH Corp., reported a transaction on December 16, 2025.
• Fischer disposed of 129 shares of PVH Common Stock, $1 par value, at a price of $72.93 per share.
• This disposition was a withholding of shares to pay taxes associated with an award of restricted stock units (RSUs).
• Following the transaction, Fischer directly beneficially owns 24,606 shares, which includes 8,212 shares subject to RSU awards.
• Additionally, Fischer indirectly beneficially owns 709.7363 shares through a 401(k) Plan.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.
• Fischer is retirement eligible and is required to pay taxes currently due to his right to accelerate the vesting of this award by leaving his employment at any time on or after December 31, 2025.

Sentiment

Score: 5

Explanation: The filing reports a routine, pre-planned insider transaction for tax purposes, which is neutral in terms of company performance or outlook.

Positives

• The underlying restricted stock unit award represents a form of executive compensation, aligning management's interests with those of shareholders.
• The transaction was executed under a Rule 10b5-1(c) plan, indicating a pre-arranged and transparent approach to insider stock transactions.

Negatives

• No direct negatives are identified from this routine tax-related disposition of shares.

Risks

• No specific risks to the company's operations or financial health are mentioned in this Form 4 filing.

Future Outlook

N/A

Management Comments

• The reporting person is retirement eligible and has the right to accelerate the vesting of this award by leaving employment at any time on or after December 31, 2025, necessitating current tax payment.

Industry Context

This type of transaction, involving the withholding of shares for tax purposes upon the vesting of restricted stock units, is a common and routine event for executives receiving equity compensation across various industries.

Comparison to Industry Standards

• The withholding of shares to cover tax obligations upon the vesting of restricted stock units is a standard and common practice for executive equity compensation across industries, reflecting typical compensation structures and tax compliance mechanisms.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine, small-scale transaction for tax purposes by an executive.
• Employees: No direct impact on the broader employee base is indicated by this filing.

Next Steps

• No specific future actions or milestones for the company are mentioned in this Form 4 filing.

Key Dates

Keywords

PVH, Form 4, insider transaction, stock sale, restricted stock units, executive compensation, tax withholding, Mark D. Fischer, corporate governance