8-K - MOV - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 30, 2026

MOVADO GROUP, INC.
(Exact name of registrant as specified in its charter)
New York	1-16497	13-2595932
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(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(I.R.S. Employer<br><br>Identification No.)
650 FROM ROAD, SUITE 375<br><br> <br>PARAMUS, NJ 07652-3556
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(Address of principal executive offices) (Zip Code)
(201) 267-8000
(Registrant’s Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange<br><br> <br>on which registered
Common stock, par value $0.01 per share	MOV	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

On March 30, 2026, Movado Group, Inc. and its wholly owned subsidiaries Swissam Products Limited and MGI Luxury Group Sárl (collectively, the “Company”) entered into a letter agreement (the “Extension Letter”) pursuant to which the License Agreement between the Company and Calvin Klein, Inc. (“CKI”) dated as of August 19, 2020 (the “Existing Agreement”) was extended for an additional three years ending December 31, 2029.

The other material provisions of the Existing Agreement remain substantially unchanged.

The foregoing description of the Extension Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Extension Letter, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1*	Letter agreement among Movado Group, Inc., Swissam Products Limited, MGI Luxury Group Sárl and Calvin Klein, Inc. dated March 30, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
*	Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish<br>supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 1, 2026

MOVADO GROUP, INC.
By:	/s/ Mitchell<br> Sussis
Name:	Mitchell Sussis
Title:	Senior Vice President, General<br>Counsel and Secretary

EXHIBIT 10.1

*CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

February 26, 2026

Movado Group, Inc.

650 From Road, Suite 375

Paramus, New Jersey 07652

Attn:	Calvin Klein Brand President
	General<br>Counsel

Swissam Products Limited

29^th^ Floor, Citicorp Centre

18 Whitfield Road

North Point, Hong Kong

MGI Luxury Group Sarl

Aarbergstrasse 107A

2502 Biel/Bienne

Switzerland

To Whom it May Concern:

Reference is made herein to the License Agreement dated as of August 19, 2020 among Calvin Klein, Inc., Movado Group, Inc., Swissam Products Limited and MGI Luxury Group Sarl (as previously amended, the “CK Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the CK Agreement.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties have agreed that, notwithstanding anything to the contrary in Section 5.1.2 of the CK Agreement, the Advertising Obligation for the sixth Annual Period (2026) shall be equal to [***]% of total Net Sales for such Annual Period (excluding sales to CKI and its store licensees) or $[***], whichever is [***]. It is further, agreed, however that only $[***] of the foregoing obligation shall be paid to CKI, such payment to be made to CKI by no later than [***], and the remainder shall be directly applied by Licensee for expenditures for media during the Annual Period as planned and approved as per the terms of the CK Agreement. Licensee shall report its expenditures and provide applicable back-up documentation therefor. The CRK fee under Section 5.1.3 of the CK Agreement shall apply as referenced therein.

In addition, the License Period is hereby extended for three additional Annual Periods (i.e,, from January 1, 2027 through December 31, 2029) and the parties have agreed to the following amendments to the CK Agreement, each which shall become effective on January 1, 2027:

·	Section<br> 1.5.2 of the CK Agreement is hereby deleted and replaced with the following:

Non-Compete. During the License Period, and as a material obligation of Licensee hereunder, Licensee and its Affiliates shall not, without the prior written consent of CKI, design, distribute or sell any Products under [***].

·	Section<br> 2.2 of the CK Agreement is hereby deleted in its entirety and replaced with the following:

Renewal License Period. Licensee shall have the right, provided that Licensee is not then in default of any of the provisions of the Agreement, to request an extension of this Agreement for an additional period. Said right to request an extension shall be exercised by written notice to CKI, received by CKI no earlier than [***] and no later than [***]. Upon receipt of such notice, CKI agrees to negotiate with Licensee with respect to a further extension of this Agreement; however, nothing herein shall require CKI to grant a further extension of this Agreement, and if CKI and Licensee have not reached an agreement in principle for an extension by no later than [***] prior to the expiration of the Initial License Period or, in the event they haven’t executed an agreement for any such extension by no later than [***] prior to the expiration of the Initial License Period, then CKI may execute a new license agreement with a third party subject to the terms of Section 8.7 hereof.

·	The<br> first sentence of Section 4.5 of the CK Agreement is hereby deleted in its entirety and replaced<br> with the following:

All payments required by the Licensee hereunder shall be made to CKI in US $ dollars via wire transfer specifying federal funds [***], with email confirmation to the CKI Licensing Finance Department.

·	Section<br> 8.3(i) of the CK Agreement is hereby deleted in its entirety and replaced with the following:
(i)	Licensee,<br> any Controlling Entity or any Affiliate of Licensee [*] (an “Involved Affiliate”),<br> undergoes a “Change in Control” without CKI’s prior consent. As used herein,<br> a “Change in Control” shall be deemed to occur upon: (i) either Licensee, a Controlling<br> Entity or an Involved Affiliate [] (a “Transfer”)<br> all or substantially all of its assets; (ii) any Person who does not own at least []%<br> of the equity or voting rights of Licensee, a Controlling Entity or an Involved Affiliate,<br> directly or indirectly becoming the owner of []% or more of the equity or voting rights,<br> as the case may be; (iii) any Person who owns []% or more of the equity or voting rights<br> of Licensee, a Controlling Entity or an Involved Affiliate, but less than []% of such<br> outstanding equity or voting rights, becoming the owner of []% or more of the outstanding<br> equity or voting rights, as the case may be; (iv) any Person acquiring the possession, directly<br> or indirectly, of the power to direct or cause the direction of the management and/or policies<br> of Licensee, a Controlling Entity or an Involved Affiliate, whether through ownership of<br> voting securities, through the power to appoint at least half of the members of the board<br> of directors or similar body of such Person, by contract or by any other means (“Control”);<br> (v) any Person who Controls Licensee, a Controlling Entity or an Involved Affiliate Transferring<br> or losing such Control; (vi) any Person who owns []% or more of the outstanding voting<br> rights of Licensee, a Controlling Entity or an Involved Affiliate Transferring all or a portion<br> of such voting rights such that it owns less than []% of such voting rights, provided,<br> however, that if no Person owns []% or more of such voting rights, then a Change<br> of Control shall be deemed to occur if a Person that owns [**]% or more of such voting Transfers<br> all or
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Section 8.3(i) of the CK Agreement is hereby deleted in its entirety and replaced with the following:

(i)

Licensee, any Controlling Entity or any Affiliate of Licensee [***] (an “Involved Affiliate”), undergoes a “Change in Control” without CKI’s prior consent. As used herein, a “Change in Control” shall be deemed to occur upon: (i) either Licensee, a Controlling Entity or an Involved Affiliate [***] (a “Transfer”) all or substantially all of its assets; (ii) any Person who does not own at least [***]% of the equity or voting rights of Licensee, a Controlling Entity or an Involved Affiliate, directly or indirectly becoming the owner of [***]% or more of the equity or voting rights, as the case may be; (iii) any Person who owns [***]% or more of the equity or voting rights of Licensee, a Controlling Entity or an Involved Affiliate, but less than [***]% of such outstanding equity or voting rights, becoming the owner of [***]% or more of the outstanding equity or voting rights, as the case may be; (iv) any Person acquiring the possession, directly or indirectly, of the power to direct or cause the direction of the management and/or policies of Licensee, a Controlling Entity or an Involved Affiliate, whether through ownership of voting securities, through the power to appoint at least half of the members of the board of directors or similar body of such Person, by contract or by any other means (“Control”); (v) any Person who Controls Licensee, a Controlling Entity or an Involved Affiliate Transferring or losing such Control; (vi) any Person who owns [***]% or more of the outstanding voting rights of Licensee, a Controlling Entity or an Involved Affiliate Transferring all or a portion of such voting rights such that it owns less than [***]% of such voting rights, provided, however, that if no Person owns [***]% or more of such voting rights, then a Change of Control shall be deemed to occur if a Person that owns [***]% or more of such voting Transfers all or

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| --- | | a portion thereof such that it owns less than [***]% of such voting rights; or (vii) any Competitor of CKI or its Affiliates, directly or indirectly, becoming the owner of [***]% or more of the equity or voting rights in Licensee, a Controlling Entity or an Involved Affiliate (if Licensee, a Controlling Entity or an Involved Affiliate, as applicable, is a publicly traded entity) or any competitor of CKI or its Affiliates, directly or indirectly, becoming the owner of [***] equity or voting rights in Licensee, a Controlling Entity or an Involved Affiliate (if Licensee, a Controlling Entity or an Involved Affiliate, as applicable, is a private entity). Notwithstanding anything herein to the contrary, the following shall not constitute a “Change of Control” hereunder: (a) any Transfer of equity or Voting Rights in Licensee or an Involved Affiliate, among any trusts or other asset vehicles controlled by [***]; (b) any internal reorganization, restructuring or Transfer of the assets or equity interests in Licensee or an Involved Affiliate solely among Licensee and its Affiliates provided that [***]; (c) the pledge of any equity or assets to secure any existing indebtedness or any refinancing, extension, or replacement thereof; or (d) the divestiture of an Involved Affiliate provided that, upon any such divestiture, such Involved Affiliate immediately ceases to be involved in the business conducted hereunder and is expressly prohibited from using or disclosing any Confidential Information of CKI or its Affiliates or otherwise related to the business conducted hereunder. As used herein, [***] the term “Competitor” means a company or a group of affiliated companies that [***]. | | --- | | · | Section 8.3(k) of the CK Agreement is hereby deleted in its entirety. | | --- | --- | | · | The first paragraph of Section 10.1 of the CK Agreement is hereby deleted in its entirety and replaced with the following: | | --- | --- |

Licensee shall comply with all laws, rules, regulations and requirements of any governmental body which may be applicable to the operations of Licensee contemplated hereby, including, without limitation, as they relate to the manufacture, distribution, sale or promotion of Licensed Products, notwithstanding the fact that CKI may have approved such item or conduct. In addition, Licensee represents, warrants, covenants and agrees that, with respect to conducting the business contemplated hereunder, it will comply with all applicable laws and regulations related to economic sanctions, including the sanctions laws of the U.S., the European Union, the U.K. and/or other international enforcement authorities (including, by way of example, the U.S. Department of the Treasury Office of Foreign Assets Control) (“Sanctions Laws”). Licensee acknowledges and understands that “conducting the business contemplated hereunder” covers [***]. Without limiting the generality of the foregoing, Licensee will not sell Licensed Products to any entities or individuals in violation of Sanctions Laws or permit the use of any contractor, subcontractor or supplier for Licensed Products in violation of Sanctions Laws. CKI shall have the right to terminate the Agreement upon notice to Licensee if Licensee [***].

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| --- | | · | [***] hereby deleted from the definition of Territory. | | --- | --- | | · | Licensee shall abide by the policies located at https://pvh.com/responsibility/resources, including, without limitation, the PVH CR Supply Chain Guidelines located at https://pvh.com/-/media/Files/pvh/responsibility/PVH-CR-Supply-Guidelines.pdf, the Restricted Substance List, the Conflict Minerals Policy, and the Animal Welfare Policy, as the same may be amended by PVH from time to time, in connection with the manufacture of Licensed Products and will cause all Third Party Manufacturers, Subcontractors and Suppliers that manufacture or supply any Licensed Products and all entities that provide temporary or permanent labor (including labor brokers and employment agencies) used in connection with the production of Licensed Products, to abide by the CR Guidelines. PVH reserves the right to modify the CR Guidelines at any time; provided, however, that [***]. In the event of any inconsistencies in the CK Agreement (prior to this amendment) and the CR Guidelines, [***] shall control. Licensee hereby represents, warrants, covenants and agrees that Licensee will comply with all applicable collective bargaining agreements. | | --- | --- |

Except as expressly provided above, the Agreement is, and shall continue to be, in full force and effect. Please confirm your understanding of and agreement to the foregoing by signing and dating this letter in the place indicated below and returning a copy to us.

CALVIN KLEIN, INC.

By:	/s/ Mark Fischer
	Mark D. Fischer
	Executive Vice President

ACKNOWLEDGED AND AGREED:

MOVADO GROUP, INC.

By:	/s/ Mitchell Sussis
Name:	Mitchell Sussis
Date:	March 30, 2026
Title:	Authorized Signatory

SWISSAM PRODUCTS LIMITED

By:	/s/ Mitchell Sussis
Name:	Mitchell Sussis
Date:	March 30, 2026
Title:	Authorized Signatory

MGI LUXURY GROUP SARL

By:	/s/ Mitchell Sussis
Name:	Mitchell Sussis
Date:	March 30, 2026
Title:	Authorized Signatory

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