CHIDONI ANTHONY 4

What Happened
Director Anthony Chidoni reported dispositions totaling 231,606 shares of Guess Inc common stock on January 23, 2026. The filing shows two disposition entries: 217,160 shares at $16.75 for $3,637,430 and 14,446 shares at $16.75 for $241,971, for a combined cash value of $3,879,401. These were not open-market sales but dispositions as part of the company’s merger transaction and cash conversion.

Key Details

• Transaction date: January 23, 2026; Report filed January 27, 2026 (filing appears timely).
• Price: $16.75 per share.
• Shares disposed: 217,160 and 14,446 (total 231,606). Total cash received ~ $3,879,401.
• Transaction code reported as "Other acquisition or disposition (J)"; footnotes state shares were cancelled and converted into the right to receive $16.75/share in cash.
• Includes vested restricted stock awards (RSAs) that vested at the Effective Time, were cancelled, and converted to cash (less any required tax withholding).
• Filing does not report remaining common shares following the Merger; per the filing the Company’s common stock was delisted and deregistered at the Effective Time.

Context
These dispositions arose from the Agreement and Plan of Merger (effective Jan 23, 2026) under which Guess became a wholly owned subsidiary and common shares (including vested RSAs) were converted into cash consideration at $16.75 per share. This is a merger cash-out transaction rather than a typical insider sale on the open market.