SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from __________ to __________
Commission file number 001-07572
A. Full title of the plan and the address of the plan, if different from that of the issuer named below: PVH Associates Investment Plan For Residents Of The Commonwealth Of Puerto Rico
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: , 285 Madison Avenue, New York, New York 10017
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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PVH ASSOCIATES INVESTMENT PLAN FOR RESIDENTS OF THE COMMONWEALTH OF PUERTO RICO | ||
| Date: June 24, 2026 | By: | /s/ Carlos Carvalho |
| Carlos Carvalho | ||
| Member of Plan Committee | ||
ANNUAL REPORT ON FORM 11-K ITEM 4
PVH ASSOCIATES INVESTMENT PLAN FOR
RESIDENTS OF THE COMMONWEALTH
OF PUERTO RICO
FINANCIAL STATEMENTS
December 31, 2025 and 2024
ANNUAL REPORT ON FORM 11-K ITEM 4
PVH ASSOCIATES INVESTMENT PLAN FOR RESIDENTS
OF THE COMMONWEALTH OF PUERTO RICO
TABLE OF CONTENTS
December 31, 2025 and 2024
| * | Note: Other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended, have been omitted because they are not applicable. |
i
Report of Independent Registered Public Accounting Firm
To the Participants of the PVH Associates Investment Plan for Residents of the
Commonwealth of Puerto Rico and the Plan Committee for the
PVH Pension Plans and the PVH Associates Investment Plans:
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of PVH Associates Investment Plan for Residents of the Commonwealth of Puerto Rico (the “Plan”) as of December 31, 2025 and 2024, the related statement of changes in net assets available for benefits for the year ended December 31, 2025, and the related notes and schedule (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the PVH Associates Investment Plan for Residents of the Commonwealth of Puerto Rico as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the PVH Associates Investment Plan for Residents of the Commonwealth of Puerto Rico’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the PVH Associates Investment Plan for Residents of the Commonwealth of Puerto Rico in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purposes of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
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Supplemental Information
The supplemental information in the accompanying Schedule H, Line 4i, Schedule of Assets (Held at End of Year) as of December 31, 2025 has been subjected to audit procedures performed in conjunction with the audit of the PVH Associates Investment Plan for Residents of the Commonwealth of Puerto Rico’s financial statements. The supplemental information is the responsibility of the PVH Associates Investment Plan for Residents of the Commonwealth of Puerto Rico’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information.
In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ WithumSmith+Brown, PC
We have served as the auditor of the PVH Associates Investment Plan for Residents of the Commonwealth of Puerto Rico since 2022.
Whippany, New Jersey
June 24, 2026
PCAOB ID Number 100
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PVH ASSOCIATES INVESTMENT PLAN FOR RESIDENTS
OF THE COMMONWEALTH OF PUERTO RICO
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2025 and 2024
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Participant-directed investments, at fair value | $ | $ | ||||||
| Receivables: | ||||||||
| Notes receivable from participants | ||||||||
| Employer contributions | ||||||||
| Total receivables | ||||||||
| Total assets | ||||||||
| Net assets available for benefits | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
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PVH ASSOCIATES INVESTMENT PLAN FOR RESIDENTS
OF THE COMMONWEALTH OF PUERTO RICO
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Year Ended December 31, 2025
| 2025 | ||||
| Additions | ||||
| Investment income: | ||||
| Net appreciation in fair value of investments | $ | |||
| Interest and dividend income | ||||
| Total investment income | ||||
| Interest income on notes receivable from participants | ||||
| Contributions: | ||||
| Employer, net of forfeitures | ||||
| Participants | ||||
| Total contributions | ||||
| Total additions | ||||
| Deductions | ||||
| Payments to participants | ||||
| Administrative expenses | ||||
| Total deductions | ||||
| Net increase in net assets available for benefits | ||||
| Net assets available for benefits at beginning of year | ||||
| Net assets available for benefits at end of year | $ | |||
The accompanying notes are an integral part of these financial statements.
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PVH ASSOCIATES INVESTMENT PLAN FOR RESIDENTS
OF THE COMMONWEALTH OF PUERTO RICO
NOTES TO FINANCIAL STATEMENTS
For the Years Ended December 31, 2025 and 2024
1. Description of the Plan
The following description of the PVH Associates Investment Plan for Residents of the Commonwealth of Puerto Rico (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution
plan covering salaried and hourly retail field workers of PVH Corp. (the “Company”) who are residents of the Commonwealth
of Puerto Rico, who are at least age 21 or older, have completed the earlier of at least
Associates whose principal terms and conditions of employment are subject to the provisions of a collective bargaining agreement which does not provide for active participation in the Plan are excluded. The Plan is subject to the reporting and disclosure requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”).
The Plan is administered by
a plan committee (the “Committee”) of
Trustee and Recordkeeper
The Plan’s trustee is Banco Popular. The Plan’s directed employee benefit custodian and recordkeeper are Empower Trust Company, LLC and Empower Retirement, respectively.
Participant Contributions
Participants may contribute
up to
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PVH ASSOCIATES INVESTMENT PLAN FOR RESIDENTS
OF THE COMMONWEALTH OF PUERTO RICO
NOTES TO FINANCIAL STATEMENTS
Participants are automatically
enrolled on the first of the month following the completion of three consecutive months of service with a before-tax base pay contribution
rate of
Employer Contributions
The Company matches
To ensure that participants
receive the maximum Company match under the Plan’s contribution provisions, the Company makes an additional “true-up”
contribution to all participant accounts who did not receive the full match amount to which they are entitled. True-up contributions are
included in employer contributions receivable and are made in the following Plan year prior to the Company’s tax filing date. The
true-up contributions as of December 31, 2025 and 2024 were $
Participant Accounts
Each participant’s account is credited with the participant’s contributions and rollovers, the Company’s contributions, expenses and an allocation of Plan investment income or losses based on the participant’s election of investment options. Forfeited balances of terminated participants’ non-vested accounts are used to reduce future Company contributions.
Vesting
Amounts attributable to employee
contributions and the allocated earnings thereon are immediately vested. Participants become
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PVH ASSOCIATES INVESTMENT PLAN FOR RESIDENTS
OF THE COMMONWEALTH OF PUERTO RICO
NOTES TO FINANCIAL STATEMENTS
Investment Options
Upon enrollment in the Plan,
a participant may direct employee and Company contributions into any of the various investment options. A participant may contribute a
maximum of
Notes Receivable from Participants
Participants may borrow from
the Plan, with certain restrictions, using their vested account balance as collateral. The minimum loan amount is $
At December 31, 2025, outstanding
notes receivable from participants totaled $
Forfeitures
Contributions made on behalf
of non-vested employees who have terminated employment are retained by the Plan and are used to reduce the Company’s future contributions.
In 2025 and 2024, forfeitures of $
Payment of Benefits
Participants electing final distributions will receive payment in the form of a lump sum amount or installment payments equal to the value of their vested account unless the participant notifies the Company of their intent to receive all or a portion of their investment balance in PVH Corp. common stock in the form of shares.
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PVH ASSOCIATES INVESTMENT PLAN FOR RESIDENTS
OF THE COMMONWEALTH OF PUERTO RICO
NOTES TO FINANCIAL STATEMENTS
Plan Termination
Although it has not expressed
any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject
to the provisions of ERISA. In the event of Plan termination, participants will become
2. Significant Accounting
Policies
Basis of Accounting
The accompanying financial statements of the Plan were prepared using the accrual basis of accounting.
Payment of Benefits
Benefits are recorded when paid.
Use of Estimates
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires Plan management to make estimates and assumptions that affect the reported amounts of assets and liabilities therein, and disclosures of contingent assets and liabilities. Accordingly, actual results may differ from those estimates.
Administrative Expenses
The Plan’s administrative expenses are primarily paid by participants. Fees related to the administration of notes receivable from participants are charged directly to the participant’s account and are included in administrative expenses. Investment management or related fees associated with certain investment fund options are paid by participants.
Investments
Investments are recorded in the accompanying financial statements at fair value, as disclosed in Note 4. All assets of the Plan are held by the Plan custodian and are segregated from the assets of the Company. Purchases and sales of securities are reflected on a trade-date basis.
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PVH ASSOCIATES INVESTMENT PLAN FOR RESIDENTS
OF THE COMMONWEALTH OF PUERTO RICO
NOTES TO FINANCIAL STATEMENTS
Dividend income is recognized on the ex-dividend date. Interest earned on investments is recognized on an accrual basis. Net appreciation (depreciation) in the fair value of investments includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
Concentrations
The following investments represent more than
| 2025 | 2024 | |||||||
| Galliard Stable Return Fund E | $ | $ | ||||||
| Vanguard Target Retirement 2040 | ||||||||
| Vanguard Target Retirement 2045 | ||||||||
| Vanguard Target Retirement 2050 | ||||||||
3. Party-In-Interest Transactions
Plan assets may be invested
in PVH Corp. stock directly. The Company is the Plan sponsor, therefore transactions involving the Company’s stock qualify as party-in-interest
transactions. During the year ended December 31, 2025, the Plan purchased
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PVH ASSOCIATES INVESTMENT PLAN FOR RESIDENTS
OF THE COMMONWEALTH OF PUERTO RICO
NOTES TO FINANCIAL STATEMENTS
4. Fair Value Measurements
The Financial Accounting Standards Board defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. The guidance establishes a three level fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of the hierarchy are defined as follows:
Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Plan has the ability to access at the measurement date.
Level 2 – Observable inputs other than quoted prices included in Level 1, including quoted prices for identical assets or liabilities in inactive markets, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability and inputs derived principally from or corroborated by observable market data.
Level 3 – Unobservable inputs reflecting the Plan’s own assumptions about the inputs that market participants would use in pricing the asset or liability based on the best information available.
If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. There were no transfers between levels in the years ended December 31, 2025 or 2024.
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PVH ASSOCIATES INVESTMENT PLAN FOR RESIDENTS
OF THE COMMONWEALTH OF PUERTO RICO
NOTES TO FINANCIAL STATEMENTS
The following tables set forth the financial assets of the Plan by level within the fair value hierarchy, as of December 31, 2025 and 2024:
| Fair Value Measurements at | ||||||||||||||||
| December 31, 2025 | ||||||||||||||||
| Asset Category | Total | Quoted Prices In Active Markets for Identical Assets (Level 1) | Significant Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
| PVH Corp. common stock(1) | $ | $ | $ | $ | ||||||||||||
| Mutual funds(2) | ||||||||||||||||
| Common collective trust funds(3) | ||||||||||||||||
| Total investments in the fair value hierarchy | $ | $ | $ | |||||||||||||
| Galliard stable value fund at NAV(4) | ||||||||||||||||
| Total investments at fair value | $ | |||||||||||||||
| Fair Value Measurements at | ||||||||||||||||
| December 31, 2024 | ||||||||||||||||
| Asset Category | Total | Quoted Prices In Active Markets for Identical Assets (Level 1) | Significant Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
| PVH Corp. common stock(1) | $ | $ | $ | $ | ||||||||||||
| Mutual funds(2) | ||||||||||||||||
| Common collective trust funds(3) | ||||||||||||||||
| Total investments in the fair value hierarchy | $ | $ | $ | |||||||||||||
| Galliard stable value fund at NAV(4) | ||||||||||||||||
| Total investments at fair value | $ | |||||||||||||||
| (1) |
| (2) |
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PVH ASSOCIATES INVESTMENT PLAN FOR RESIDENTS
OF THE COMMONWEALTH OF PUERTO RICO
NOTES TO FINANCIAL STATEMENTS
| (3) |
| (4) |
5. Risks and Uncertainties
The Plan invests in various investment securities, including the Company’s stock. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amount reported in the Statements of Net Assets Available for Benefits.
6. Income Tax Status
The Puerto Rico Department of the Treasury has determined and informed the Company by letter dated February 24, 2014 and effective January 1, 2011, that the Plan and related trust is designed in accordance with the applicable sections of the IRC. Subsequent to this determination by the Treasury, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan obtained letters dated March 14, 2025, June 14, 2024, and April 26, 2023, in which the Puerto Rico Department of the Treasury ruled that the amendments did not affect the qualified status of the Plan. The Committee believes that the Plan is designed and currently being operated in compliance with the applicable requirements of the IRC and therefore believes that the Plan is qualified and the related trust is tax-exempt.
Accounting principles generally accepted in the United States of America require Plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the taxing authority. There are no uncertain tax positions taken or expected to be taken by the Plan. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by tax jurisdictions; however, there are currently no audits for any tax periods in progress.
7. Subsequent Events
The Company has evaluated all subsequent events from the Statement of Net Assets Available for Benefits date through the date the financial statements were issued and no events were noted which warrant adjustments to or disclosure in the financial statements.
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SUPPLEMENTAL SCHEDULE
EIN:
Plan No:
PVH ASSOCIATES INVESTMENT PLAN FOR RESIDENTS
OF THE COMMONWEALTH OF PUERTO RICO
FORM 5500, SCHEDULE H, PART IV, LINE 4i—SCHEDULE OF ASSETS (HELD AT END OF YEAR)
| December 31, 2025 | ||||||||||||
| (c) | ||||||||||||
| (b) | Description of investment | (e) | ||||||||||
| Identity of issuer, borrower, | including maturity date, rate of | (d) | Current | |||||||||
| (a) | lessor or similar party | interest, collateral, par or maturity value | Cost | Value | ||||||||
| Common Stock | ||||||||||||
| * | $ | |||||||||||
| Mutual Funds | ||||||||||||
| Dodge & Cox | stock fund; | |||||||||||
| Vanguard | Extended Market Index; | |||||||||||
| Vanguard | Institutional Index Institutional Plus; | |||||||||||
| Vanguard | Target Retirement 2030; | |||||||||||
| Vanguard | Target Retirement 2035; | |||||||||||
| Vanguard | Target Retirement 2040; | |||||||||||
| Vanguard | Target Retirement 2045; | |||||||||||
| Vanguard | Target Retirement 2050; | |||||||||||
| Vanguard | Target Retirement 2055; | |||||||||||
| Vanguard | Target Retirement 2060; | |||||||||||
| Vanguard | Target Retirement 2065; | |||||||||||
| Vanguard | Target Retirement 2070; | |||||||||||
| Vanguard | Total Bond Market Index Institutional; | |||||||||||
| Vanguard | Total International Stock Index Institutional; | |||||||||||
| William Blair | Small-Mid Cap Growth R6; | |||||||||||
| Collective Funds | ||||||||||||
| Stable Value Fund | ||||||||||||
| Total investments | $ | |||||||||||
| * | $ | |||||||||||
| * |
| ** | Cost information is not required for participant-directed investments and therefore is not included. |
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EXHIBIT INDEX
| Exhibit No. | ||
| 23.1 | Consent of Independent Registered Public Accounting Firm |
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