Nicolai D. Marciano - 22 Jan 2026 Form 4 Insider Report for GUESS INC (GES)

Role
Other*
Signature
/s/ Nicolai D. Marciano
Issuer symbol
GES
Transactions as of
22 Jan 2026
Net transactions value
+$121,329
Form type
4
Filing time
26 Jan 2026, 20:28:09 UTC
Previous filing
05 Jan 2026
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Marciano Nicolai D. Other* C/O GUESS?, INC., 1444 SOUTH ALAMEDA STREET, LOS ANGELES /s/ Nicolai D. Marciano 26 Jan 2026 0002090043

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GES Common Stock Options Exercise $181,050 +15,000 +45% $12.07 48,565 22 Jan 2026 Direct
transaction GES Common Stock Tax liability $25,501 -1,517 -3.1% $16.81 47,048 22 Jan 2026 Direct
transaction GES Common Stock Award $0 +7,500 +16% $0.000000 54,548 23 Jan 2026 Direct F1
transaction GES Common Stock Tax liability $34,220 -2,043 -3.7% $16.75 52,505 23 Jan 2026 Direct
transaction GES Common Stock Other -52,505 -100% 0 23 Jan 2026 Direct F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GES Employee Stock Option (right to buy) Options Exercise $0 -15,000 -100% $0.000000 0 22 Jan 2026 Common Stock 15,000 $12.07 Direct F4
transaction GES Employee Stock Option (right to buy) Disposed to Issuer -3,800 -100% 0 23 Jan 2026 Common Stock 3,800 $17.35 Direct F2, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Nicolai D. Marciano is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents outstanding unvested restricted stock awards ("RSAs"), which, pursuant to the Merger Agreement (as defined below), at the Effective Time (as defined below) vested and were converted into the number of shares of common stock, par value $0.01 per share ("Common Stock") of Guess?, Inc. (the "Company"), underlying such RSAs immediately prior to the Effective Time.
F2 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.
F3 Represents shares of Common Stock which, pursuant to the terms of the Interim Investors Agreement, dated as of August 20, 2025, by and among Authentic and the other parties appearing on the signature pages thereto ("Rolling Stockholders"), immediately prior to the effective time of the Merger (the "Effective Time"), were contributed (or otherwise transferred), directly or indirectly, to a newly-formed affiliate of the Rolling Stockholders.
F4 The option vested in four equal annual installments beginning on June 10, 2020.
F5 Represents options which, under the Merger Agreement, were cancelled at the Effective Time for no consideration, payment or right to consideration or payment.

Remarks:

The Reporting Person is filing this Form 4 because he may be deemed to be a member of a Section 13(d) group that no longer collectively beneficially owns more than 10% of the Common Stock. The Reporting Person expressly disclaims beneficial ownership of the securities beneficially owned by the other group members. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain other group members have filed separate Form 4s.