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

Reporting relationship: SVP Finance and IR, CAO
Issuer ticker: GES
Reported as of: 23 Jan 2026
Net transaction value: -$2,150,717
SEC form: 4
Accepted by SEC: 27 Jan 2026, 21:24:16 UTC
Prior SEC filing: 16 Apr 2025
Source filing: View source filing
Reporting owner signature: Anne C. Deedwania (attorney-in-fact)

Key filing fact

Fabrice Benarouche filed Form 4 for GUESS INC (GES) on 27 Jan 2026.

Key facts

This page summarizes Fabrice Benarouche's Form 4 filing for GUESS INC (GES).
10 reported transactions and 4 derivative rows are listed below.
Accepted by SEC: 27 Jan 2026, 21:24.

Change

Previous filing in this sequence was filed on 16 Apr 2025.
Current net transaction value: -$2,150,717.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001976007 Primary reporting owner

Benarouche Fabrice

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

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

GES transaction

Common Stock

Other

Transaction value: $1,572,959
Shares: -93,908
Change %: -93%
Price: $16.75
Shares after: 6,976
Date: 23 Jan 2026
Ownership: Direct
Footnotes: F1, F2

GES transaction

Common Stock

Other

Transaction value: $62,812
Shares: -3,750
Change %: -54%
Price: $16.75
Shares after: 3,226
Date: 23 Jan 2026
Ownership: Direct
Footnotes: F1, F3

GES transaction

Common Stock

Other

Transaction value: $54,036
Shares: -3,226
Change %: -100%
Price: $16.75
Shares after: 0
Date: 23 Jan 2026
Ownership: Direct
Footnotes: F1, F4

GES transaction

Common Stock

Other

Transaction value: $449,888
Shares: -26,859
Change %: -100%
Price: $16.75
Shares after: 0
Date: 23 Jan 2026
Ownership: Direct
Footnotes: F1, F5

GES transaction

Common Stock

Other

Transaction value: $8,509
Shares: -508
Change %: -77%
Price: $16.75
Shares after: 150
Date: 23 Jan 2026
Ownership: by spouse
Footnotes: F1, F2

GES transaction

Common Stock

Other

Transaction value: $2,512
Shares: -150
Change %: -100%
Price: $16.75
Shares after: 0
Date: 23 Jan 2026
Ownership: by spouse
Footnotes: F1, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

GES transaction Derivative

Employee Stock Option (right to buy)

Other

Transaction value
Shares: -72,500
Change %: -100%
Price
Shares after: 0
Date: 23 Jan 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 72,500
Exercise price: $8.97
Footnotes: F1, F6

GES transaction Derivative

Employee Stock Option (right to buy)

Other

Transaction value
Shares: -31,300
Change %: -100%
Price
Shares after: 0
Date: 23 Jan 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 31,300
Exercise price: $12.07
Footnotes: F1, F6

GES transaction Derivative

Employee Stock Option (right to buy)

Other

Transaction value
Shares: -21,400
Change %: -100%
Price
Shares after: 0
Date: 23 Jan 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 21,400
Exercise price: $16.57
Footnotes: F1, F6

GES transaction Derivative

Employee Stock Option

Other

Transaction value
Shares: -14,000
Change %: -100%
Price
Shares after: 0
Date: 23 Jan 2026
Ownership: Direct
Underlying class: Common Stock,
Underlying amount: 14,000
Exercise price: $18.49
Footnotes: F1, F7

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Fabrice Benarouche is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 7 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote F7

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