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GUESS INC Director's Dealing 2026

Jan 27, 2026

32343_dirs_2026-01-27_a4620d46-2f83-4e0a-8486-5eb55f66dfe7.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GUESS INC (GES)
CIK: 0000912463
Period of Report: 2026-01-23

Reporting Person: Benarouche Fabrice (SVP Finance and IR, CAO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2026-01-23 Common Stock J 93908 $16.75 Disposed 6976 Direct
2026-01-23 Common Stock J 3750 $16.75 Disposed 3226 Direct
2026-01-23 Common Stock J 3226 $16.75 Disposed 0 Direct
2026-01-23 Common Stock J 26859 $16.75 Disposed 0 Direct
2026-01-23 Common Stock J 508 $16.75 Disposed 150 Indirect
2026-01-23 Common Stock J 150 $16.75 Disposed 0 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2026-01-23 Employee Stock Option (right to buy) $8.97 J 72500 Disposed Common Stock (72500) Direct
2026-01-23 Employee Stock Option (right to buy) $12.07 J 31300 Disposed Common Stock (31300) Direct
2026-01-23 Employee Stock Option (right to buy) $16.57 J 21400 Disposed Common Stock (21400) Direct
2026-01-23 Employee Stock Option $18.49 J 14000 Disposed Common Stock, (14000) Direct

Footnotes

F1: On January 23, 2026, pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated as of August 20, 2025, by and among the Company, Authentic Brands Group LLC (Authentic), Glow Holdco 1, Inc. (Parent), and Glow Merger Sub 1, Inc.
(Merger Sub), Merger Sub merged with and into the Company (the Merger), with the Company surviving as a wholly owned subsidiary of Parent. As a result of the consummation of the Merger, the Common Stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended.

F2: Represents shares of Common Stock which, at the effective time of the Merger (the Effective Time), were cancelled and converted into the right to receive $16.75 per share in cash, without interest and less any required tax withholdings.

F3: Represents outstanding unvested restricted stock awards (RSAs), which, pursuant to the Merger Agreement, at the Effective Time vested, were cancelled and converted into the right to receive, without interest, an amount in cash equal to the product of (1) the number of shares of Common Stock subject to such vested RSA immediately prior to the Effective Time, multiplied by (2) $16.75, together with any accrued and unpaid dividends or dividend equivalents corresponding to such RSAs and less any required tax withholdings.

F4: Represents outstanding unvested restricted stock units (RSUs), which, pursuant to the Merger Agreement, at the Effective Time vested, were cancelled and converted into the right to receive, without interest, an amount in cash equal to the product of (1) the number of shares of Common Stock subject to such vested RSU immediately prior to the Effective Time, multiplied by (2) $16.75, together with any accrued and unpaid dividends or dividend equivalents corresponding to such RSUs and less any required tax withholdings.

F5: Represents the disposition of the stock units subject to outstanding unvested PSUs, which, pursuant to the Merger Agreement, at the Effective Time vested, were cancelled and converted into the right to receive, without interest, an amount in cash equal to the product of (1) the number of shares of Common Stock subject to such vested portion of the PSU immediately prior to the Effective Time, multiplied by (2) $16.75, together with any accrued and unpaid dividends or dividend equivalents corresponding to such PSUs and less any required tax withholdings.

F6: Represents outstanding and unexercised options which, pursuant to the Merger Agreement, at the Effective Time, were cancelled and converted into the right to receive, without interest, an amount in cash equal to the product of (1) the number of shares of Common Stock subject to such option immediately prior to the Effective Time, multiplied by (2) the excess, if any, of (a) $16.75 over (b) the exercise price per share of Common Stock, less any required tax withholdings.

F7: Represents options which, under the Merger Agreement, were cancelled at the Effective Time for no consideration, payment or right to consideration or payment.