PVH Corp. – Form 8-K Summary (April 4, 2025)

Subject: Entry into a Material Credit Agreement – Delayed-Draw Term Loan Facility

Agreement Details:

Date: April 4, 2025 (Closing Date)

Company: PVH Corp.

Administrative Agent: Barclays Bank PLC

Lenders: Various financial institutions

Facility Amount: $250 million senior unsecured delayed-draw term loan facility

Status: Undrawn as of the Closing Date

Key Terms:

Availability Period: Up to 4 borrowings before February 4, 2026, each with a minimum draw of $50 million

Maturity Date: April 3, 2026

Use of Proceeds: For general corporate purposes and working capital

Amortization: None – bullet maturity

Prepayment: Allowed at any time without penalty (except standard breakage costs)

Interest Rates:

SOFR-based loans: Term SOFR + 1.125%

Base rate loans: Base rate + 0.125%

Commitment fee: Begins 91 days post-closing at 0.125% on undrawn amounts

Adjustments:

Interest margins and fees may adjust based on PVH’s net leverage ratio and/or public debt ratings after financial disclosures are submitted post-closing quarter.

Covenants & Defaults:

Covenants include: Maintaining certain leverage ratios and other standard financial metrics

Events of Default include:

Non-payment

Breach of representations, covenants

Bankruptcy or insolvency

Cross-defaults to other significant debt

Adverse judgments

ERISA-related violations

Change of control

PVH Launches $500 Million Accelerated Share Repurchase Program
New York, NY – April 1, 2025 – PVH Corp. (NYSE: PVH) announced it has entered into accelerated share repurchase (ASR) agreements with Barclays and Goldman Sachs, totaling $500 million in common stock repurchases under its existing $5 billion authorization.

The company made upfront payments of $500 million and received an initial delivery of 4,579,354 shares. The final number of shares to be repurchased will depend on the volume-weighted average price of PVH stock during the ASR period.

PVH expects the final settlement to occur in the third quarter of fiscal 2025. All repurchased shares will be held in treasury stock.

The ASR agreements include standard terms, such as early termination rights and adjustment mechanisms in response to market events.

PVH Corp. Announces Executive Leadership Transition in Finance Department
New York, NY – March 11, 2025 – PVH Corp. (NYSE: PVH) has announced that James Holmes, Executive Vice President, Controller (Principal Accounting Officer), will be stepping down from his role effective April 30, 2025, to pursue other opportunities. Holmes will remain with the company until October 1, 2025, to support a smooth transition. His departure is not related to any disagreements regarding accounting principles, financial reporting, or internal controls.

New Appointment: Erik Graf as Executive Vice President, Corporate Controller
Effective May 1, 2025, Erik Graf, 48, will assume the role of Executive Vice President, Corporate Controller (Principal Accounting Officer). Graf has been with PVH since 2010 and has held positions of increasing responsibility within the finance organization. His most recent role was Senior Vice President, External Reporting and Accounting (since 2022). Previously, he served as Senior Vice President, Accounting from 2015 onward.

Compensation Package for Erik Graf:
Base Salary: $450,000 per year
Performance Bonus: Eligible for an annual cash bonus under PVH’s Performance Incentive Bonus Plan (target set at 50% of base salary)
Equity Compensation: Eligible to participate in the Stock Incentive Plan, with an expected annual long-term equity award of approximately $300,000
Additional Disclosures:
There is no arrangement or understanding between Graf and any other individual regarding his appointment.
Graf has no family relationships with PVH directors or executives.
No transactions between Graf and PVH require disclosure under Item 404(a) of Regulation S-K.
This leadership transition reflects PVH’s commitment to financial excellence and continuity within its finance and accounting organization.