If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
Row 11: Includes 348,157 shares of Common Stock that may be acquired upon the exercise of options exercisable within 60 days. Does not include an additional 869,118 restricted stock units subject to performance and time-based vesting restrictions. Includes (1) 4,663,979 shares that are also deemed to be beneficially owned by Maurice Marciano, (2) 900,000 shares that are also deemed to be beneficially owned by Michael Karlin, as the sole member of the tax committee of Palma Fiduciary, LLC for the MM 2020 Exempt Trust, (3) 811,275 shares that are also deemed to be beneficially owned by Steven Lockshin, as the sole member of the tax committee of Palma Fiduciary, LLC for the PM 2021 Exempt Trust, (4) 50,000 shares that are also deemed to be beneficially owned by Olivia Marciano and William F. Payne, as directors of the Maurice & Paul Marciano Art Foundation, and (5) 509,671 shares that are also deemed to be beneficially owned by David Tordjman, as the trustee and adviser of the G2 Trust and Exempt G2 Trust. Row 13: Based on 52,074,269 shares of Common Stock of the Issuer, par value $0.01 ("Common Stock"), outstanding on August 18, 2025, based on information disclosed in Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on August 20, 2025 (plus an additional 348,157 shares that Paul Marciano has the right to acquire under existing stock option awards).


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 11: Includes (1) 4,663,979 shares that are also deemed to be beneficially owned by Paul Marciano, (2) 50,000 shares that are also deemed to be beneficially owned by Olivia Marciano and William F. Payne, as directors of the Maurice & Paul Marciano Art Foundation and (3) 283,200 shares that are also deemed to be beneficially owned by Olivia Marciano and William F. Payne, as directors of the Maurice Marciano Family Foundation. Row 13: Based on 52,074,269 shares of Common Stock outstanding on August 18, 2025, based on information disclosed in Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on August 20, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 11: Includes 948,157 shares of Common Stock that may be acquired upon the exercise of options exercisable within 60 days. Does not include an additional 327,578 restricted stock units subject to performance and time-based vesting restrictions. Row 13: Based on 52,074,269 shares of Common Stock outstanding on August 18, 2025, based on information disclosed in Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on August 20, 2025 (plus an additional 948,157 shares that Mr. Alberini has the right to acquire under existing stock option awards).


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 1: Michael Karlin is a Reporting Person in his capacity as the sole member of the tax committee of Palma Fiduciary, LLC for the MM 2020 Exempt Trust. Row 11: Includes (1) 349,491 shares that are also deemed to be beneficially owned by David Tordjman and (2) 900,000 shares that are also deemed to be beneficially owned by Paul Marciano. Row 13: Based on 52,074,269 shares of Common Stock outstanding on August 18, 2025, based on information disclosed in Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on August 20, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 1: Steven Lockshin is a Reporting Person in his capacity as the sole member of the tax committee of Palma Fiduciary, LLC for the PM 2021 Exempt Trust. Row 11: Includes (1) 349,491 shares that are also deemed to be beneficially owned by David Tordjman and (2) 811,275 shares that are also deemed to be beneficially owned by Paul Marciano. Row 13: Based on 52,074,269 shares of Common Stock outstanding on August 18, 2025, based on information disclosed in Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on August 20, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 1: Olivia Marciano is a Reporting Person in her capacities as the sole member of the investment committee of Palma Fiduciary, LLC for the Maurice Marciano Charitable Remainder Unitrust II and as a director of the Maurice & Paul Marciano Art Foundation and the Maurice Marciano Family Foundation. Row 11: Includes (1) 50,000 shares that are also deemed to be beneficially owned by Paul Marciano and William F. Payne, as a director of the Maurice & Paul Marciano Art Foundation, and (2) 283,200 shares that are also deemed to be beneficially owned by Maurice Marciano and William F. Payne, as a director of the Maurice Marciano Family Foundation. Row 13: Based on 52,074,269 shares of Common Stock outstanding on August 18, 2025, based on information disclosed in Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on August 20, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 1: William F. Payne is a Reporting Person in his capacities as the investment director for MM CRUT II LLC, as the sole member of the investment committee of Palma Fiduciary, LLC for the Maurice Marciano Charitable Remainder Unitrust, and as a director of the Maurice & Paul Marciano Art Foundation and the Maurice Marciano Family Foundation. Row 11: Includes (1) 50,000 shares that are also deemed to be beneficially owned by Paul Marciano, Maurice Marciano and Olivia Marciano, as a director of the Maurice & Paul Marciano Art Foundation, and (2) 283,200 shares that are also deemed to be beneficially owned by Maurice Marciano and Olivia Marciano, as a director of the Maurice Marciano Family Foundation. Row 13: Based on 52,074,269 shares of Common Stock outstanding on August 18, 2025, based on information disclosed in Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on August 20, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 1: Mark Silah is a Reporting Person in his capacity as the investment director of MM CRUT LLC. Row 13: Based on 52,074,269 shares of Common Stock outstanding on August 18, 2025, based on information disclosed in Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on August 20, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 1: David Tordjman is a Reporting Person in his capacities as the trustee and adviser of the G2 Trust and Exempt G2 Trust and as the sole member of the investment committee of Palma Fiduciary, LLC for the MM 2020 Exempt Trust and PM 2021 Exempt Trust. Row 11: Includes (1) 698,982 shares that are also deemed to be beneficially owned by Michael Karlin and Steven Lockshin and (2) 509,671 shares that are also deemed to be beneficially owned by Paul Marciano. Row 13: Based on 52,074,269 shares of Common Stock outstanding on August 18, 2025, based on information disclosed in Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on August 20, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 11: Includes 18,800 shares of Common Stock that may be acquired upon the exercise of options exercisable within 60 days. Does not include an additional 24,250 restricted stock units subject to time-based vesting restrictions. Row 13: Based on 52,074,269 shares of Common Stock outstanding on August 18, 2025, based on information disclosed in Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on August 20, 2025 (plus an additional 18,800 shares that Nicolai Marciano has the right to acquire under existing stock option awards).


SCHEDULE 13D


 
Paul Marciano
 
Signature:/s/ Paul Marciano
Name/Title:Paul Marciano, See Exhibit 99.7
Date:08/21/2025
 
Maurice Marciano
 
Signature:/s/ Paul Marciano
Name/Title:Maurice Marciano, by Paul Marciano, his Attorney-in-Fact, See Exhibit 99.7
Date:08/21/2025
 
Carlos Alberini
 
Signature:/s/ Carlos Alberini
Name/Title:Carlos Alberini, See Exhibit 99.7
Date:08/21/2025
 
Michael Karlin
 
Signature:/s/ Michael Karlin
Name/Title:Michael Karlin, See Exhibit 99.7
Date:08/21/2025
 
Steven Lockshin
 
Signature:/s/ Steven Lockshin
Name/Title:Steven Lockshin, See Exhibit 99.7
Date:08/21/2025
 
Olivia Marciano
 
Signature:/s/ Olivia Marciano
Name/Title:Olivia Marciano, See Exhibit 99.7
Date:08/21/2025
 
William F. Payne
 
Signature:/s/ William F. Payne
Name/Title:William F. Payne, See Exhibit 99.7
Date:08/21/2025
 
Mark Silah
 
Signature:/s/ Mark Silah
Name/Title:Marl Silah, See Exhibit 99.7
Date:08/21/2025
 
David Tordjman
 
Signature:/s/ David Tordjman
Name/Title:David Tordjman, See Exhibit 99.7
Date:08/21/2025
 
Nicolai Marciano
 
Signature:/s/ Nicolai Marciano
Name/Title:Nicolai Marciano, See Exhibit 99.7
Date:08/21/2025

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EXHIBIT 99.5

EXHIBIT 99.6

EXHIBIT 99.7