Fabrice Benarouche - 23 Jan 2026 Form 4 Insider Report for GUESS INC (GES)

Role
SVP Finance and IR, CAO
Signature
Anne C. Deedwania (attorney-in-fact)
Issuer symbol
GES
Transactions as of
23 Jan 2026
Net transactions value
-$2,150,717
Form type
4
Filing time
27 Jan 2026, 21:24:16 UTC
Previous filing
16 Apr 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Benarouche Fabrice SVP Finance and IR, CAO C/O GUESS?, INC., 1444 SOUTH ALAMEDA ST, LOS ANGELES Anne C. Deedwania (attorney-in-fact) 27 Jan 2026 0001976007

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GES Common Stock Other $1,572,959 -93,908 -93% $16.75 6,976 23 Jan 2026 Direct F1, F2
transaction GES Common Stock Other $62,812 -3,750 -54% $16.75 3,226 23 Jan 2026 Direct F1, F3
transaction GES Common Stock Other $54,036 -3,226 -100% $16.75 0 23 Jan 2026 Direct F1, F4
transaction GES Common Stock Other $449,888 -26,859 -100% $16.75 0 23 Jan 2026 Direct F1, F5
transaction GES Common Stock Other $8,509 -508 -77% $16.75 150 23 Jan 2026 by spouse F1, F2
transaction GES Common Stock Other $2,512 -150 -100% $16.75 0 23 Jan 2026 by spouse F1, 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) Other -72,500 -100% 0 23 Jan 2026 Common Stock 72,500 $8.97 Direct F1, F6
transaction GES Employee Stock Option (right to buy) Other -31,300 -100% 0 23 Jan 2026 Common Stock 31,300 $12.07 Direct F1, F6
transaction GES Employee Stock Option (right to buy) Other -21,400 -100% 0 23 Jan 2026 Common Stock 21,400 $16.57 Direct F1, F6
transaction GES Employee Stock Option Other -14,000 -100% 0 23 Jan 2026 Common Stock, 14,000 $18.49 Direct F1, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Fabrice Benarouche is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

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 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.