LEWIS CHRISTOPHER N. 4

4 · GUESS INC · Filed Jan 27, 2026

AI-generated summary of this filing

Updated Jan 28, 2026

GUESS (GES) Director Christopher Lewis Sells 19,360 Shares

What Happened

Christopher N. Lewis, a director of GUESS Inc. (GES), disposed of a total of 19,360 shares on January 23, 2026: 4,914 shares for $82,310 and 14,446 shares for $241,971, each at $16.75 per share, totaling $324,281.
These were dispositions (coded “J” on the Form 4) that resulted from the company’s merger: shares were cancelled and converted into the right to receive $16.75 per share in cash rather than an open-market sale.

Key Details

Transaction date: January 23, 2026; per-share price: $16.75.
Shares disposed: 4,914 ($82,310) and 14,446 ($241,971); total 19,360 shares for $324,281.
Transaction code: J (other acquisition/disposition) as reported on the Form 4.
Filing date: January 27, 2026 (transactions occurred Jan 23). The filing does not indicate a late-reporting flag ("L") in the provided excerpt.
Shares owned after the transaction: not specified in the provided filing excerpt.
Notable footnotes: (1) The dispositions resulted from the closing of a merger (Agreement and Plan of Merger dated Aug 20, 2025) under which GUESS became a wholly owned subsidiary and its common stock will be delisted and deregistered; (2) shares were cancelled and converted into cash consideration of $16.75/share; (3) certain unvested restricted stock awards vested at the effective time and were converted into the same cash payment (less any required tax withholdings).

Context

This transaction is a merger cash‑out (company-level corporate action) rather than an open-market sale by the director; proceeds reflect the merger consideration. Such merger-driven dispositions are routine outcomes of corporate transactions and do not by themselves indicate the insider’s market view.

Form 4Exit

Period: 2026-01-23

Director

Transactions

Footnotes (3)

[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 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.

Signature

Anne C. Deedwania (attorney-in-fact)|2026-01-27

1 file