STOCKHOLDERS' EQUITY

12 Months Ended

Jan. 31, 2025

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE 11 — STOCKHOLDERS’ EQUITY

Share Repurchase Program

In August 2023, our Board of Directors authorized an increase in the number of shares covered by the Company’s share repurchase program to an aggregate amount of 10,000,000 shares. The timing and actual number of shares repurchased, if any, will depend on a number of factors, including market conditions and prevailing stock prices, and are subject to compliance with certain covenants contained in the loan agreement. Share repurchases may take place on the open market, in privately negotiated transactions or by other means, and would be made in accordance with applicable securities laws.

During fiscal 2025, pursuant to this program, the Company acquired 2,209,832 shares of its common stock for an aggregate purchase price of $60.0 million. During fiscal 2024, pursuant to this program, the Company acquired 1,598,568 shares of its common stock for an aggregate purchase price of $26.1 million. During fiscal 2023, pursuant to this program, the Company acquired 1,587,581 shares of its common stock for an aggregate purchase price of $26.9 million. As of January 31, 2025, The Company had 7,790,168 authorized shares remaining under this program.

Long-Term Incentive Plan

On October 10, 2023, the Company’s shareholders approved the 2023 Long-Term Incentive Plan (the “2023 Plan”), which replaced the Company’s Amended and Restated 2015 Long-Term Incentive Plan (the “2015 Plan”). The 2023 Plan authorizes the issuance of 2.8 million shares. Shares available under the 2015 Plan, which would otherwise have expired on June 9, 2025, were not carried over into the 2023 Plan and no further grants will be made under the 2015 Plan. Outstanding awards issued prior to August 18, 2023 continue to remain subject to the terms of the 2015 Plan. As of January 31, 2025, the Company had 1,554,515 shares available for grant under the 2023 Plan. The plan provides for the grant of equity and cash awards, including restricted stock awards, stock options and other stock unit awards to directors, officers and employees.

Restricted stock units (“RSUs”) generally (i) cliff vest after three years or (ii) vest over a three year period. Performance stock units (“PSUs”) that were granted to executives generally vest after a three year performance period during which certain earnings before interest and taxes and return on invested capital performance standards must be satisfied for vesting

to occur. Special performance stock units (“SPSUs”) were granted to Morris Goldfarb, the Company’s Chairman and Chief Executive Officer, in fiscal 2024 under the terms of his new employment agreement. These SPSUs may be earned if certain stock price, relative Total Shareholder Return target and service conditions are achieved. These awards may vest from time to time beginning on the third anniversary of the effective date of the award through the fifth anniversary of the effective date of the award.

Restricted Stock Units and Performance Stock Units

	Restricted Stock Units			Performance Stock Units
		Weighted Average			Weighted Average
	Awards	Grant Date		Awards	Grant Date
	Outstanding	Fair Value		Outstanding	Fair Value
Unvested as of January 31, 2022	1,516,149	$	15.48	517,108	$	34.20
Granted	1,076,509	$	26.88	308,317	$	31.42
Vested	(656,814)	$	29.11	(78,998)	$	35.77
Cancelled	(17,599)	$	31.21	(261,898)	$	35.60
Unvested as of January 31, 2023	1,918,245	$	17.07	484,529	$	31.41
Granted	572,147	$	16.47	1,030,381	$	21.15
Vested	(1,153,872)	$	10.61	—	$	—
Cancelled	(43,445)	$	23.39	—	$	—
Unvested as of January 31, 2024	1,293,075	$	22.35	1,514,910	$	24.44
Granted	437,037	$	28.67	373,524	$	28.80
Vested	(370,085)	$	28.94	(264,322)	$	31.43
Cancelled	(30,970)	$	22.80	—	$	—
Unvested as of January 31, 2025	1,329,057	$	22.59	1,624,112	$	24.45

Restricted Stock Units

RSUs are time based awards that do not have market or performance conditions and (i) cliff vest after three years or (ii) vest over a three year period.  The grant date fair value for RSUs are based on the quoted market price on the date of grant. Compensation expense for RSUs is recognized in the consolidated financial statements on a straight-line basis over the service period based on their grant date fair value.

Performance Stock Units

Performance stock units consist of PSUs and SPSUs.

Performance stock units (“PSUs”) were granted to executives beginning in fiscal 2020 and vest after a three year performance period during which certain earnings before interest and taxes and return on invested capital performance conditions must be satisfied for vesting to occur. PSUs are expensed over the service period under the accelerated attribution method and based on an estimated percentage of achievement of certain pre-established goals.

Special performance stock units (“SPSUs”) were granted to Morris Goldfarb, the Company’s Chairman and Chief Executive Officer, in fiscal 2024 under the terms of his employment agreement entered into in August 2023. These SPSUs may be earned if certain stock price, relative Total Shareholder Return target and service conditions are achieved. These awards may vest from time to time beginning on the third anniversary of the effective date of the award through the fifth anniversary of the effective date of the award. For restricted stock units with market conditions, the Company estimates the grant date fair value using a Monte Carlo simulation model. This valuation methodology utilizes the closing price of the Company’s common stock on grant date and several key assumptions, including expected volatility of the Company’s

stock price, and risk-free rates of return. This valuation is performed with the assistance of a third party valuation specialist. SPSUs are expensed over the service period under the accelerated attribution method.

The Company accounts for forfeited awards as they occur as permitted by ASC 718. Ultimately, the actual expense recognized over the vesting period will be for those shares that vest.

The Company recognized $28.9 million, $17.2 million and $32.5 million in share-based compensation expense for the years ended January 31, 2025, 2024 and 2023 respectively, related to restricted stock unit grants. At January 31, 2025, 2024 and 2023, unrecognized costs related to the restricted stock units totaled $33.5 million, $32.8 million and $20.8 million, respectively. The total fair value of awards for which restrictions lapsed was $18.0 million, $23.0 million and $20.4 million as of January 31, 2025, 2024 and 2023, respectively.

Stock Options

	2025			2024			2023
		Weighted			Weighted			Weighted
		Average			Average			Average
	Shares	Exercise		Shares	Exercise		Shares	Exercise
Stock options outstanding at beginning of year	—	$	—	—	$	—	10,000	$	18.11
Exercised	—	$	—	—	$	—	—	$	—
Granted	—	$	—	—	$	—	—	$	—
Cancelled or forfeited	—	$	—	—	$	—	(10,000)	$	18.11
Stock options outstanding at end of year	—	$	—	—	$	—	—	$	—
Exercisable	—	$	—	—	$	—	—	$	—