LEWIS CHRISTOPHER N. 4

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.