Filing Details

Each Reporting Person's business address is at 1444 South Alameda Street, Los Angeles, CA 90021.

Paul Marciano is the Chief Creative Officer and a Director of the Issuer. He joined the Issuer in 1981, two months after it was established. Maurice Marciano formerly served as Chief Executive Officer and a Director of the Issuer. Carlos Alberini serves as Chief Executive Officer and a Director of the Issuer. He joined the Issuer in February 2019.

None of the Reporting Persons has, within the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

None of the Reporting Persons has, within the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Paul Marciano and Carlos Alberini are citizens of the United States of America. Maurice Marciano is a citizen of the Republic of France.

This Schedule 13D is being filed because the Reporting Persons may be deemed to be a group within the meaning of Section 13(d)(3) of the Act as a result of the matters described in Item 4 below. This filing is not being made as a result of any particular acquisition or disposition of Common Stock by the Reporting Persons.

As previously disclosed by each of Paul Marciano and Maurice Marciano in amendments to their respective statements on Schedule 13D that were filed on March 17, 2025, the Issuer received a non-binding proposal on March 13, 2025 from WHP Global concerning a potential transaction to acquire all of the outstanding shares of Common Stock of the Issuer (except shares held by the Reporting Persons). Following receipt of the proposal, the Issuer formed a special committee of independent and disinterested directors (the "Special Committee") to evaluate such proposal, as well as any and all alternatives thereto (any such transaction, a "Potential Transaction"). On March 27, 2025, the Special Committee consented, subject to certain restrictions and limitations, to the Reporting Persons engaging in discussions among or between the Reporting Persons and with third parties that are approved by the Special Committee, in each case solely to consider or pursue a Potential Transaction under the Special Committee's review and evaluation. The Reporting Persons have not entered into any agreement with any person with respect to a Potential Transaction. The Reporting Persons have engaged and intend to continue to engage in discussions regarding a Potential Transaction, including the participation by the Reporting Persons therein. The Reporting Persons intend to remain as long-term stockholders, regardless of the outcome of their consideration of any Potential Transaction. This Schedule 13D and the matters described above do not create any legal obligations on behalf of the Reporting Persons, and no such obligations will arise unless and until definitive transaction documentation has been executed and delivered by the Reporting Persons. This Schedule 13D is not an offer to purchase or a solicitation of an offer to sell any securities. The Reporting Persons do not intend to provide additional disclosures regarding any Potential Transaction or their potential participation therein unless and until a definitive agreement has been reached or unless disclosure is otherwise required under applicable U.S. securities laws. The Reporting Persons believe that any such discussions may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Common Stock from the New York Stock Exchange and other material changes in the Issuer's business or corporate structure. There can be no assurance that the foregoing, or anything related to any Potential Transaction, will result in any definitive agreement, transaction or any other strategic alternative, or whether or when any of the foregoing may occur. Notwithstanding the foregoing, the Reporting Persons may determine to accelerate or terminate discussions with any third party and/or the Special Committee with respect to a Potential Transaction, take any action to facilitate or increase the likelihood of consummation of a Potential Transaction (subject to the restrictions and limitations imposed by the Special Committee and agreed to by the Reporting Persons), or change their intentions with respect to any such matters, in each case, at any time. The Reporting Persons will, directly or indirectly, take such additional steps as they may deem appropriate with respect to any Potential Transaction and to otherwise support the Reporting Persons' investments in the Issuer, including, without limitation (a) engaging in discussions with advisors and third parties and (b) entering into agreements, arrangements and understandings in connection with a Potential Transaction, in each case, subject to the restrictions and limitations imposed by the Special Committee and agreed to by the Reporting Persons. The Reporting Persons will continue to regularly review and assess their investments in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the outcome of discussions concerning a Potential Transaction, the Issuer's financial position and strategic direction, actions taken by the board of directors of the Issuer (or any committee thereof, including the Special Committee), price levels of the Issuer's securities, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to their investments in the Issuer as they deem appropriate. These actions may include (i) increasing or decreasing their positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer, including through transactions involving the Common Stock and/or other equity, debt, notes, other securities or derivative or other instruments that are based upon or relate to the value of securities of the Issuer in the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) entering into transactions that increase or hedge their economic exposure to the Common Stock without affecting their beneficial ownership of the Common Stock. In addition, the Reporting Persons may, at any time and from time to time, (x) review or reconsider their positions and/or change their purpose and/or formulate plans or proposals with respect thereto and (y) consider or propose one or more of the actions described in clauses (a) through (j) of Item 4 of Schedule 13D.

As of April 2, 2025, the aggregate number of shares beneficially owned by the Reporting Persons is 22,241,308 shares of Common Stock (including the right to acquire 1,296,314 shares within 60 days) which equals 42.1% of the 52,839,742 shares of Common Stock that would be outstanding if all of the rights to acquire shares within 60 days were exercised.

Paul Marciano's voting and investment power with respect to the Common Stock is as follows: Paul Marciano Number of Shares: 158,693 Voting Power: Sole Investment Power: Sole Paul Marciano Trust Number of Shares: 10,654,866 Voting Power: Sole Investment Power: Sole Maurice Marciano Trust Number of Shares: 4,025,109 (1)(2) Voting Power: Shared Investment Power: Shared ENRG Capital Holdings, LLC Number of Shares: 1,081,700 Voting Power: Sole as to 270,425, none as to remainder Investment Power: Sole G Financial Holdings, LLC Number of Shares: 170,666 Voting Power: None Investment Power: Sole G Financial Holdings II, LLC Number of Shares: 339,005 Voting Power: None Investment Power: Sole Carolem Capital, LLC Number of Shares: 1,200,000 (1)(2) Voting Power: Shared as to 300,000, none as to remainder Investment Power: Sole Next Step Capital, LLC Number of Shares: 103,801 (1)(2) Voting Power: Sole as to 92,401, shared as to 11,400 Investment Power: Sole Next Step Capital II, LLC Number of Shares: 554,940 (1)(2) Voting Power: Sole as to 277,470, shared as to 277,470 Investment Power: Sole Nonexempt Gift Trust under the Next Step Trust Number of Shares: 370,309 (2) Voting Power: Sole Investment Power: Sole Exempt Gift Trust under the Next Step Trust Number of Shares: 105,977 (2) Voting Power: Sole Investment Power: Sole Paul Marciano Foundation Number of Shares: 377,700 (3) Voting Power: Sole Investment Power: Sole Maurice & Paul Marciano Art Foundation Number of Shares: 50,000 (1)(3) Voting Power: Shared Investment Power: Shared Options exercisable by Paul Marciano within 60 days Number of Shares: 348,157 Voting Power: Sole Investment Power: Sole (1) Includes shares which are also deemed to be beneficially owned by Maurice Marciano. (2) Paul Marciano disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. (3) Paul Marciano has no pecuniary interest in these shares, which are owned by a nonprofit corporation. Maurice Marciano's voting and investment power with respect to the Common Stock is as follows: Maurice Marciano Trust Number of Shares: 4,025,109 (1) Voting Power: Shared Investment Power: Shared Maurice Marciano Family Foundation Number of Shares: 283,200 (2) Voting Power: Shared Investment Power: Shared Maurice & Paul Marciano Art Foundation Number of Shares: 50,000 (1)(2) Voting Power: Shared Investment Power: Shared Carolem Capital, LLC Number of Shares: 300,000 (1) Voting Power: Shared Investment Power: None Next Step Capital, LLC Number of Shares: 11,400 (1) Voting Power: Shared Investment Power: None Next Step Capital II, LLC Number of Shares: 277,470 (1) Voting Power: Shared Investment Power: None (1) Includes shares which are also deemed to be beneficially owned by Paul Marciano, as reflected above. (2) Maurice Marciano has no pecuniary interest in these shares, which are owned by a non-profit corporation. Carlos Alberini's voting and investment power with respect to the Common Stock is as follows: Carlos Alberini Number of Shares: 54,410 Voting Power: Sole Investment Power: Sole Alberini Family LLC Number of Shares: 208,410 Voting Power: Sole Investment Power: Sole Carlos and Andrea Alberini Trust Number of Shares: 1,206,208 Voting Power: Sole Investment Power: Shared Options exercisable by Carlos Alberini within 60 days Number of Shares: 948,157 Voting Power: Sole Investment Power: Sole

On February 27, 2025, Carlos Alberini acquired 47,054 shares of Common Stock pursuant to Issuer's employee equity plan upon achievement of previously established performance criteria.

See Item 5(b).

Not applicable.

On April 2, 2025, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On March 28, 2024, each of Paul Marciano and Maurice Marciano entered into separate Amended and Restated Voting Agreements with the Issuer (the "Amended Voting Agreements"), each of which contained the same terms. The Amended Voting Agreements revise their existing voting agreements with the Issuer, each of which were entered into on April 12, 2023 (the "Original Voting Agreements"). The Issuer's repurchases of shares of its common stock, announced on April 1, 2024, effectively increased the relative portion of the Issuer's voting power represented by the aggregate amount of the Issuer's shares that such Reporting Person has the power to vote. The Amended Voting Agreements ensure the Original Voting Agreements' limits on the aggregate voting percentage that each such Reporting Person may vote at their discretion on the date of the Original Voting Agreements apply throughout the repurchase program announced on April 1, 2024. The foregoing summary of the Amended Voting Agreements is qualified in its entirety by reference to the Amended Voting Agreements, copies of which are filed as Exhibits 99.2 and 99.3.

Exhibit Description Exhibit 99.1 Joint Filing Agreement, dated as of April 2, 2025, among the Reporting Persons. Exhibit 99.2 Amended and Restated Voting Agreement, dated March 28, 2024, by and among Paul Marciano, the Paul Marciano Trust and the Issuer (incorporated by reference to Exhibit 10.2 of the Issuer's Current Report on Form 8-K filed with the SEC on April 1, 2024). Exhibit 99.3 Amended and Restated Voting Agreement, dated March 28, 2024, by and among Maurice Marciano, the Maurice Marciano Trust and the Issuer (incorporated by reference to Exhibit 10.3 of the Issuer's Current Report on Form 8-K filed with the SEC on April 1, 2024)