{"url_path":"/sec/pvh/8-k/2026-06-29/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/78239/0001213900-26-072861-index.html","accession_number":"0001213900-26-072861","cik":"0000078239","ticker":"PVH","issuer_name":"PVH CORP. /DE/","edgar_url":"https://www.sec.gov/Archives/edgar/data/78239/0001213900-26-072861-index.html","primary_entity_key":"0000078239","primary_entity_name":"PVH CORP. /DE/"},"word_count":1092,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive\nAgreement; Item 1.02 Termination of a Material Definitive Agreement; Item 2.03 Creation of a Direct Financial Obligation or an Obligation\nUnder an Off-Balance Sheet Arrangement of a Registrant.**\n\n \n\nOn June\n24, 2026 (the “Closing Date”), PVH Corp. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”)\nby and among the Company, PVH B.V., a Dutch private limited liability company with its corporate seat in Amsterdam and a wholly owned\nsubsidiary of the Company (the “Euro Borrower”), certain other subsidiaries of the Company from time to time party thereto,\nthe lenders party thereto from time to time, and Bank of America, N.A. as administrative agent.\n\n \n\nThe\nfollowing is a description of the material terms of the Credit Agreement:\n\n \n\nThe\nCredit Agreement consists of (a) a €400,000,000 euro-denominated term loan A facility (the “Euro TLA Facility”) and (b)\na US$1,500,000,000 multicurrency revolving credit facility (the “Revolving Credit Facility” and the loans incurred thereunder,\n“Revolving Loans”) for Revolving Loans denominated in U.S. dollars, euros, Canadian dollars, Japanese yen, pounds sterling,\nSwiss francs or other agreed foreign currencies. The Euro Borrower is the borrower under the Euro TLA Facility. The Company and the Euro\nBorrower are borrowers under the Revolving Credit Facility.\n\n \n\nOn the\nClosing Date, the Euro Borrower borrowed €400,000,000 tranche A euro term loans under the Euro TLA Facility. The proceeds of such\nborrowing were used by the Company to repay in full the outstanding loans and other obligations under the Credit Agreement (the “Existing\nCredit Agreement”), dated as of December 9, 2022 (as amended, restated, supplemented or otherwise modified from time to time prior\nto the Closing Date) among the Company, the Euro Borrower, certain other subsidiaries of the Company, certain financial institutions party\nthereto and Barclays Bank PLC as administrative agent. The Existing Credit Agreement and all outstanding commitments thereunder were terminated\nin connection with such repayment.\n\n \n\nThe\nRevolving Credit Facility includes amounts available for letters of credit. A portion of the Revolving Credit Facility is also available\nfor the making of swingline loans. The issuance of such letters of credit and the making of any swingline loan reduces the amount available\nunder the Revolving Credit Facility. So long as certain conditions are satisfied, the Company may add one or more term loan facilities\nor increase the commitments under any of the Revolving Credit Facilities by an aggregate amount not to exceed US$1,500,000,000. The lenders\nunder the Credit Agreement are not required to provide commitments with respect to such additional facilities or increased commitments.\n\n \n\nThe\nobligations of the Euro Borrower under the Credit Agreement are guaranteed by the Company.\n\n \n\nThe\nEuro TLA Facility and the Revolving Credit Facilities will mature on June 24, 2031. The terms of the Euro TLA Facility require the Company\nto repay quarterly amounts outstanding under such facility, commencing with the quarter ending September 30, 2026. Such amounts will equal\n2.50% per annum of the principal amount outstanding on the Closing Date paid in equal installments and subject to certain customary adjustments,\nwith the balance due on the maturity date of the TLA Facility.\n\n \n\nThe\noutstanding borrowings under the Credit Agreement are prepayable at any time without penalty (other than customary breakage costs). The\nUnited States dollar-denominated borrowings under the Credit Agreement bear interest at a rate per annum equal to, at the Company’s\noption, either a base rate or a term SOFR rate, in each case calculated in a manner set forth in the Credit Agreement, plus an applicable\nmargin.\n\n \n\nThe\neuro-denominated Euro TLA Facility and Revolving Facility borrowings under the Credit Agreement bear interest at a rate per annum equal\nto a EURIBOR rate and the euro-denominated swing line borrowings under the Credit Agreement bear interest at a rate per annum equal to\nan ESTR rate, in each case calculated in a manner set forth in the Credit Agreement, plus in each case an applicable margin.\n\n \n\n1\n\n \n\n \n\nThe\npound sterling-denominated borrowings under the Credit Agreement bear interest at a rate per annum equal to a SONIA rate, calculated in\na manner set forth in the Credit Agreement, plus in each case an applicable margin.\n\n \n\nThe\nSwiss franc-denominated borrowings under the Credit Agreement bear interest at a rate per annum equal to a SARON rate, calculated in a\nmanner set forth in the Credit Agreement, plus in each case an applicable margin.\n\n \n\nThe\nyen-denominated borrowings under the Credit Agreement bear interest at a rate per annum equal to a TIBOR rate, calculated in a manner\nset forth in the Credit Agreement, plus in each case an applicable margin.\n\n \n\nThe\nCanadian dollar-denominated borrowings under the Credit Agreement bear interest at a rate per annum equal to, at the Company’s option,\neither a Canadian base rate or a term CORRA rate, in each case calculated in a manner set forth in the Credit Agreement, plus an applicable\nmargin.\n\n \n\nThe\ninitial applicable margin with respect to each Revolving Credit Facility will be 1.0% for loans bearing interest at the term SOFR rate,\nEURIBOR rate, term CORRA rate, SONIA rate or SARON rate or ESTR rate and 0% for loans bearing interest at the base rate or Canadian prime\nrate, respectively. The initial applicable margin with respect to the Euro TLA Facility will be 1.125%. After the date of delivery of\nthe compliance certificate and financial statements with respect to the Company’s fiscal quarter ending on or about August 1, 2027,\nthe applicable margin for borrowings under the Euro TLA Facility and each Revolving Credit Facility will be subject to adjustment based\nupon the Company’s net leverage ratio and/or public debt rating (as more fully described in the Credit Agreement).\n\n \n\nThe\nCredit Agreement requires the Company to comply with customary affirmative and negative covenants. The Credit Agreement requires the Company\nto maintain a maximum net leverage ratio. The method of calculating all of the components used in such financial covenant is set forth\nin the Credit Agreement.\n\n \n\nThe\nCredit Agreement contains customary events of default, including but not limited to, nonpayment; material inaccuracy of representations\nand warranties; violations of covenants; certain bankruptcies and liquidations; cross-default to material indebtedness; certain material\njudgments; certain events related to the Employee Retirement Income Security Act of 1974, as amended; and a change in control (as defined\nin the Credit Agreement).\n\n \n\nThe\nforegoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit\nAgreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference."}