Elsa Michael - 23 Jan 2026 Form 4 Insider Report for GUESS INC (GES)

Role
Director
Signature
Anne C. Deedwania (attorney-in-fact)
Issuer symbol
GES
Transactions as of
23 Jan 2026
Net transactions value
-$371,532
Form type
4
Filing time
27 Jan 2026, 21:59:38 UTC
Previous filing
12 Jun 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Michael Elsa Director C/O GUESS?, INC., 1444 SOUTH ALAMEDA STREET, LOS ANGELES Anne C. Deedwania (attorney-in-fact) 27 Jan 2026 0002025634

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GES Common Stock Other $129,561 -7,735 -35% $16.75 14,446 23 Jan 2026 Direct F1, F2
transaction GES Common Stock Other $241,970 -14,446 -100% $16.75 0 23 Jan 2026 Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Elsa Michael 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 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.
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 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.