| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| MARCIANO PAUL | Chief Creative Officer, Director, 10%+ Owner | C/O GUESS?, INC., 1444 SOUTH ALAMEDA STREET, LOS ANGELES | /s/ Anne C. Deedwania (attorney-in-fact) | 26 Jan 2026 | 0001173879 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | GES | Common Stock | Options Exercise | $2,224,723 | +348,157 | $6.39 | 348,157 | 22 Jan 2026 | Direct | ||
| transaction | GES | Common Stock | Tax liability | $1,700,651 | -101,169 | -29% | $16.81 | 246,988 | 22 Jan 2026 | Direct | |
| transaction | GES | Common Stock | Other | +869,118 | +352% | 1,116,106 | 23 Jan 2026 | Direct | F1, F2 | ||
| transaction | GES | Common Stock | Tax liability | $6,770,367 | -404,201 | -36% | $16.75 | 711,905 | 23 Jan 2026 | Direct | |
| transaction | GES | Common Stock | Award | $0 | +114,242 | +16% | $0.000000 | 826,147 | 23 Jan 2026 | Direct | F3 |
| transaction | GES | Common Stock | Tax liability | $948,318 | -56,616 | -6.9% | $16.75 | 769,531 | 23 Jan 2026 | Direct | |
| transaction | GES | Common Stock | Other | -769,531 | -100% | 0 | 23 Jan 2026 | Direct | F1, F4 | ||
| transaction | GES | Common Stock | Other | -10,813,559 | -100% | 0 | 23 Jan 2026 | By Paul Marciano Trust | F1, F4, F5, F6 | ||
| transaction | GES | Common Stock | Other | -4,025,109 | -100% | 0 | 23 Jan 2026 | By Maurice Marciano Trust | F1, F4, F7 | ||
| transaction | GES | Common Stock | Other | -105,977 | -100% | 0 | 23 Jan 2026 | By Exempt Gift Trust | F1, F4, F8 | ||
| transaction | GES | Common Stock | Other | -370,309 | -100% | 0 | 23 Jan 2026 | By Nonexempt Gift Trust | F1, F4, F9 | ||
| transaction | GES | Common Stock | Other | -170,666 | -100% | 0 | 23 Jan 2026 | By G Financial Holdings, LLC | F1, F4, F10 | ||
| transaction | GES | Common Stock | Other | -339,005 | -100% | 0 | 23 Jan 2026 | By G Financial Holdings II, LLC | F1, F4, F11 | ||
| transaction | GES | Common Stock | Other | -1,081,700 | -100% | 0 | 23 Jan 2026 | By ENRG Capital LLC | F1, F4, F12 | ||
| transaction | GES | Common Stock | Other | -103,801 | -100% | 0 | 23 Jan 2026 | By Next Step Capital LLC | F1, F4, F13 | ||
| transaction | GES | Common Stock | Other | -554,940 | -100% | 0 | 23 Jan 2026 | By Next Step Capital II LLC | F1, F4, F14 | ||
| transaction | GES | Common Stock | Other | -300,000 | -100% | 0 | 23 Jan 2026 | By Carolem Capital LLC | F1, F4, F15 |
| 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 | -348,157 | -100% | $0.000000 | 0 | 22 Jan 2026 | Common Stock | 348,157 | $6.39 | Direct | F16 |
Paul Marciano is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| 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 Guess?, Inc. (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 of the Company, par value $0.01 per share ("Common Stock") will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
| F2 | Represents outstanding unvested restricted stock units ("RSUs"), which, pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), vested and were converted into the number of shares of Common Stock underlying such RSUs immediately prior to the Effective Time. |
| F3 | Represents the determination of the number of stock units, in accordance with the provisions of the applicable award agreement and the Merger Agreement, subject to an award of performance-based restricted stock units ("PSUs") previously granted by the Company, which, pursuant to the Merger Agreement, at the Effective Time vested and were converted into the number of shares of Common Stock underlying such PSUs immediately prior to the Effective Time. |
| F4 | 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, were contributed (or otherwise transferred), directly or indirectly, to a newly-formed affiliate of the Rolling Stockholders. |
| F5 | Includes 158,693 shares of Common Stock previously held directly, 119,610 of which were transferred to Paul Marciano Trust on February 11, 2025 and 39,083 of which were transferred to Paul Marciano Trust on May 9, 2025 and are now owned indirectly. |
| F6 | Held by Paul Marciano Trust, dated 2/20/86. |
| F7 | Held by Maurice Marciano Trust. The Reporting Person disclaims any and all beneficial interest in these shares. The filing of this report shall not be deemed an admission that the Reporting Person is the beneficial owner of any of such shares for purposes of Section 16 of the Exchange Act or for any other purpose. |
| F8 | Held by Exempt Gift Trust under the Next Step Trust. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of the Reporting Person's pecuniary interest therein. |
| F9 | Held by Nonexempt Gift Trust under the Next Step Trust. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of the Reporting Person's pecuniary interest therein. |
| F10 | Held by G Financial Holdings LLC. |
| F11 | Held by G Financial Holdings II LLC. |
| F12 | Held by ENRG Capital LLC. |
| F13 | Held by Next Step Capital LLC. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of the Reporting Person's pecuniary interest therein. |
| F14 | Held by Next Step Capital II LLC. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of the Reporting Person's pecuniary interest therein. |
| F15 | Held by Carolem Capital LLC. The Reporting Person disclaims any and all beneficial interest in these shares. The filing of this report shall not be deemed an admission that the Reporting Person is the beneficial owner of any of such shares for purposes of Section 16 of the Exchange Act or for any other purpose. |
| F16 | The option vested in three equal annual installments beginning on June 11, 2021. |