What the changes say
- Supply chain and trade tariffs face heightened uncertainty from Middle East conflicts and legal challenges over emergency powers.
- Customer concentration remains high, with Macy's and TJX driving significant net sales.
- Retail losses narrowed but turnaround strategies remain critical for Karl Lagerfeld and DKNY stores.
What changed since the prior 10-K
New
- NewRisks Relating to Our Retail Operations
Supply chain disruptions have adversely affected, and could continue to adversely affect, our ability to import our products in a timely manner and our freight costs
Middle East conflicts impacting the Suez Canal and Red Sea, alongside new tariff rules and the Supreme Court's February 2026 ruling, threaten our import timeliness and freight costs.
- NewRisks Relating to Our Retail Operations
Our ability to anticipate and respond to changing customer preferences and shifts in fashion and industry trends in a timely manner could have a material adverse effect on our business, financial condition and results of operations
Failing to anticipate customer trends and fashion shifts in advance of manufacturing seasons can lead to excess inventory, write-offs, markdowns, and damaged brand image.
- NewRisks Related to Our International Operations
We are dependent upon foreign manufacturers and our arrangements with them subject us to risks, including potential import restrictions, duties and tariffs
We lack long-term written agreements with independent foreign manufacturers who supply almost all our imported products, exposing us to sudden relationship terminations and quality or delivery failures.
- NewRisks Related to Our International Operations
Additional tariffs imposed on products imported by us from China, Vietnam and potentially other countries in our supply chain would increase our costs, require us to increase prices to our customers or, if we are unable to do so, result in lower gross margins on the products sold by us
In fiscal 2026, we sourced 27.0% and 15.6% of our purchases from two Vietnamese vendors, and any tariff increases on China and Vietnam or labor compliance failures would hurt our margins.
- NewLegal and Regulatory Risks
We recorded charges for the impairment of trademarks during the fourth quarter of fiscal 2024 and fiscal 2025. If our trademarks and other intangibles become impaired, we may be required to record additional charges to earnings
As of January 2026, trademarks and intangibles totaled $664.5 million, including $388.9 million for DKNY and Donna Karan and $200.9 million for Karl Lagerfeld, risking further impairment charges if market capitalization drops.
- NewLegal and Regulatory Risks
We may be required to record additional significant charges to earnings in our financial statements during a period in which an impairment of our trademarks and other intangible assets is determined to exist which could negatively affect our results of operations and the market price of our securities
Evolving global regulations and increasing stakeholder focus on environmental, social, governance, and sustainability matters expose us to higher compliance costs and reporting complexities.
- NewLegal and Regulatory Risks
Compliance with these requirements may require us to enhance monitoring, testing, traceability and reporting procedures across our global supply chain. Regulatory requirements may also evolve with limited implementation timelines, creating operational complexity
Complying with new global supply chain traceability, emissions, and extended producer responsibility requirements risks operational disruption and penalties if our monitoring strategies fail.
- NewLegal and Regulatory Risks
We cannot assure investors that we will pay dividends on our common stock
Dividend payments on our common stock are not guaranteed and depend on board proposals, stockholder approval, financial performance, growth opportunities, and debt covenants.
Dropped
- Dropped
Any adverse change in our relationship with PVH and its Calvin Klein or Tommy Hilfiger brands, including as a result of the limited extension period of our license agreements for these brands, could have a material adverse effect on our results of operations
- DroppedRisks Relating to Our Retail Operations
In the past, supply chain disruptions have adversely affected our ability to import our product in a timely manner that allowed for timely delivery to our customers, caused elevated inventory levels and resulted in us incurring significant demurrage, labor and storage costs
- DroppedRisks Relating to Our Retail Operations
shipping due to limited alternatives for moving goods. Our shipping costs to North America and Europe also continued to increase in the second half of fiscal 2025
License agreements for Calvin Klein and Tommy Hilfiger expiring between 2024 and 2027.
- DroppedRisks Relating to Our Retail Operations
the conflicts in Ukraine and the Middle East could have a material adverse effect on our business and our results of operations
- DroppedRisks Related to Our International Operations
We are dependent upon foreign manufacturers
- DroppedLegal and Regulatory Risks
legislation in the jurisdictions in which we operate. A material change in tax laws or policies, or their interpretation, related to the Pillar Two Model Rules could result in a higher effective tax rate and have an adverse effect on our financial condition, results of operations and cash flows
- DroppedLegal and Regulatory Risks
The national security law implemented in Hong Kong may result in disruptions to our business operations in Hong Kong and additional tariffs and trade restrictions
- DroppedLegal and Regulatory Risks
The focus by stakeholders on corporate responsibility issues, including those associated with environmental, social and governance issues, as well as matters of significance related to sustainability, could result in additional costs or risks and adversely impact our reputation
Reworded
- 83% rewrittenRisks Relating to Our Retail Operations
If we lose the services of our key personnel, or are unable to attract key personnel, our business will be harmed
Added specific language stating that changes in our executive and senior management team may cause business disruption and strategic uncertainty.
- 69% rewrittenLegal and Regulatory Risks
Our actual financial results might vary from our publicly disclosed financial forecasts
Retained substantially identical wording regarding public financial forecasts and potential stock price declines if actual results fall short.
- 57% rewrittenRisks Relating to Our Retail Operations
The effects of war, conflicts in Ukraine and the Middle East, acts of terrorism, natural disasters or public health crises could adversely affect our business and results of operations
Updated to explicitly include the latest developments in Iran alongside ongoing conflicts in Ukraine and the Middle East.
- 43% rewrittenRisks Related to Our Indebtedness
Our ability to access well-functioning capital markets are important to our ability to secure future debt financing on acceptable terms
Clarified that while we do not currently have debt rated by any credit rating agency, we may issue rated debt in the future.
Was: Our credit rating and ability to access well-functioning capital markets are important to our ability to secure future debt financing on acceptable terms. Our credit ratings may not reflect all risks associated with our indebtedness
- 42% rewrittenLegal and Regulatory Risks
Changes in tax legislation or exposure to additional tax liabilities could impact our business
Minor grammatical and punctuation adjustments regarding international tax laws, transfer pricing documentation, and audit exposures.
- 36% rewritten
We have significant customer concentration, and a reduction in purchases or the loss of one of our large customers could adversely affect our business
Updated fiscal figures for 2026: top ten customers accounted for 67.6% of sales, Macy's group 20.6%, TJX 11.4%, and Ross Stores 11.0%.
- 30% rewrittenRisks Relating to Our Retail Operations
Our retail operations may continue to incur losses if our retail turnaround strategy does not significantly improve the results of operations of our retail business
Updated retail segment operating losses to $5.0 million for fiscal 2026, alongside prior figures of $14.0 million for 2025 and $30.5 million for 2024.
- 28% rewrittenRisks Relating to Our Retail Operations
If major department, mass merchant and specialty store chains consolidate, continue to close stores or cease to do business, our business could be negatively affected
Updated retail partner footprints: Macy's plans to close 150 stores through 2028, and Hudson's Bay Company liquidated in 2025 alongside Saks Global's bankruptcy.
- 26% rewrittenRisks Related to Our Indebtedness
We may not be able to generate sufficient cash to service any future significant indebtedness, including the ABL Credit Agreement, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful
Was: We may not be able to generate sufficient cash to service all of our indebtedness, including the ABL Credit Agreement, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful
- 26% rewrittenRisks Related to Cybersecurity, Data Privacy and Information Technology
Artificial intelligence presents risks and challenges that can impact our business including by posing security risks to our confidential information, proprietary information, and personal data
- 26% rewrittenLegal and Regulatory Risks
Changes in trade policies and tariffs imposed by the United States government and the governments of other nations could have a material adverse effect on our business and results of operations
- 23% rewrittenRisks Relating to Our Retail Operations
Recent and future economic conditions, including volatility in the financial and credit markets, inflation and increases in interest rates, may adversely affect our business
All 50 risk factors
Headings as the filing states them, in filing order.
Other
- 01The failure to maintain or renew our material license agreements could cause us to lose significant revenues and have a material adverse effect on our results of operations
- 02We are dependent on sales of licensed products for a substantial portion of our revenues. In fiscal 2026, net sales of licensed product accounted for 43.0% of our net sales compared to 48.0% of our net sales in fiscal 2025 and 53.4% of our net sales in fiscal 2024
- 03Our success is dependent on the strategies and reputation of our licensors
- 04Our business and the success of our products could be harmed if we are unable to maintain or enhance the images of our proprietary brands
- 05Use of social media and influencers may adversely affect our reputation or subject our proprietary brands to fines or other penalties
- 06If our customers change their buying patterns, request additional allowances, develop their own private label brands or enter into agreements with national brand manufacturers to sell their products on an exclusive basis, our sales to these customers could be materially adversely affected
- 07We have significant customer concentration, and a reduction in purchases or the loss of one of our large customers could adversely affect our business36% rewritten
Risks Relating to Our Retail Operations
- 08Our retail operations may continue to incur losses if our retail turnaround strategy does not significantly improve the results of operations of our retail business30% rewritten
- 09Leasing of significant amounts of real estate exposes us to possible liabilities and losses
- 10Our retail stores are heavily dependent on the ability and desire of consumers to travel and shop. A reduction in the volume of outlet mall traffic or the closing of outlet malls could adversely affect our retail sales
- 11Our digital business faces distinct risks, and our failure to successfully manage this business could have a negative impact on our profitability
- 12If we lose the services of our key personnel, or are unable to attract key personnel, our business will be harmed83% rewritten
- 13We have expanded our business through acquisitions and investments that could result in diversion of resources, an inability to integrate acquired operations and extra expenses. This could disrupt our business and adversely affect our financial condition
- 14We may need additional financing to continue to grow
- 15Our business is highly seasonal
- 16Extreme or unseasonable weather conditions could adversely affect our business
- 17Our ability to deliver our products to the market could be disrupted if we encounter problems affecting our logistics and distribution systems
- 18Supply chain disruptions have adversely affected, and could continue to adversely affect, our ability to import our products in a timely manner and our freight costsNew
- 19Fluctuations in the price, availability and quality of materials used in our products could have a material adverse effect on our cost of goods sold and our ability to meet our customers’ demands
- 20If we inadequately protect, maintain and enforce our trademark and other intellectual property rights, or infringe the intellectual property rights of third parties, our business could be harmed
- 21We are subject to the risk that our partners may not generate expected sales or maintain the value of our brands
- 22Recent and future economic conditions, including volatility in the financial and credit markets, inflation and increases in interest rates, may adversely affect our business23% rewritten
- 23The cyclical nature of the apparel industry and uncertainty over future economic prospects and consumer spending could have a material adverse effect on our results of operations
- 24The competitive nature of our industry may result in lower prices for our products and decreased gross profit margins
- 25If major department, mass merchant and specialty store chains consolidate, continue to close stores or cease to do business, our business could be negatively affected28% rewritten
- 26The effects of war, conflicts in Ukraine and the Middle East, acts of terrorism, natural disasters or public health crises could adversely affect our business and results of operations57% rewritten
- 27Our ability to anticipate and respond to changing customer preferences and shifts in fashion and industry trends in a timely manner could have a material adverse effect on our business, financial condition and results of operationsNew
Risks Related to Our International Operations
- 28We are dependent upon foreign manufacturers and our arrangements with them subject us to risks, including potential import restrictions, duties and tariffsNew
- 29Additional tariffs imposed on products imported by us from China, Vietnam and potentially other countries in our supply chain would increase our costs, require us to increase prices to our customers or, if we are unable to do so, result in lower gross margins on the products sold by usNew
- 30We have foreign currency exposures relating to buying and selling in currencies other than the U.S. dollar, our functional currency
- 31We are subject to numerous risks associated with international operations
Risks Related to Cybersecurity, Data Privacy and Information Technology
- 32Laws on privacy continue to evolve, and place further limits on how we collect or use customer information could adversely affect our business
- 33We are subject to rules relating to the processing of credit card payments. Failure to comply with these rules could result in an ability to process payments which would adversely affect our retail business
- 34Our systems, and those of our third-party vendors, containing personal information and payment data of our customers, employees, and other third parties could be breached, which could subject us to adverse publicity, costly government enforcement actions or private litigation, and expenses
- 35A data security or privacy breach could adversely affect our business
- 36Artificial intelligence presents risks and challenges that can impact our business including by posing security risks to our confidential information, proprietary information, and personal data26% rewritten
Legal and Regulatory Risks
- 37Changes in trade policies and tariffs imposed by the United States government and the governments of other nations could have a material adverse effect on our business and results of operations26% rewritten
- 38Changes in tax legislation or exposure to additional tax liabilities could impact our business42% rewritten
- 39We are subject to significant corporate regulation as a public company and failure to comply with applicable regulations could subject us to liability or negatively affect the market price of our securities
- 40The price of our common stock has fluctuated significantly and could continue to fluctuate significantly
- 41Our actual financial results might vary from our publicly disclosed financial forecasts69% rewritten
- 42We recorded charges for the impairment of trademarks during the fourth quarter of fiscal 2024 and fiscal 2025. If our trademarks and other intangibles become impaired, we may be required to record additional charges to earningsNew
- 43We may be required to record additional significant charges to earnings in our financial statements during a period in which an impairment of our trademarks and other intangible assets is determined to exist which could negatively affect our results of operations and the market price of our securitiesNew
- 44Compliance with these requirements may require us to enhance monitoring, testing, traceability and reporting procedures across our global supply chain. Regulatory requirements may also evolve with limited implementation timelines, creating operational complexityNew
- 45We cannot assure investors that we will pay dividends on our common stockNew
Risks Related to Our Indebtedness
- 46Our indebtedness could have a material adverse effect on our financial condition and our ability to obtain financing in the future and to react to changes in our business
- 47Any debt we incur in the future could limit our ability to satisfy our obligations, limit our ability to operate our business and impair our competitive position
- 48We may not be able to generate sufficient cash to service any future significant indebtedness, including the ABL Credit Agreement, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful26% rewritten
- 49Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly
- 50Our ability to access well-functioning capital markets are important to our ability to secure future debt financing on acceptable terms43% rewritten
Other G III Apparel Group 10-Ks
- FY2025 10-K risk factors50 risks
The company relies heavily on licensed brands like Calvin Klein and Tommy Hilfiger, plus major department store customers like Macy's.
Filed Mar 24, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.