Benarouche Fabrice 4

What Happened
Fabrice Benarouche, SVP Finance & Investor Relations and Chief Accounting Officer of GUESS (GES), disposed of equity on January 23, 2026 as a result of the company’s merger. Per the Merger Agreement, common stock and certain equity awards were cancelled and converted into a cash payment of $16.75 per share. The filing reports cash proceeds of approximately $2,150,718 from 128,401 shares converted at $16.75. In addition, 139,200 units of derivative awards/options were also converted/cancelled under the merger (reported with N/A price fields).

Key Details

• Transaction date: January 23, 2026; Form 4 filed January 27, 2026 (timely).
• Cash conversion price: $16.75 per share for listed common-stock items. Reported cash proceeds ≈ $2,150,718 (from 128,401 shares × $16.75).
• Additional dispositions: 72,500 + 31,300 + 21,400 + 14,000 = 139,200 derivative units (options/RSUs/PSUs) reported as disposed with N/A price — these were handled under the Merger Agreement and converted/cancelled per footnotes.
• Transaction code: "J" (other acquisition/disposition) — used here because the disposals resulted from the merger.
• Footnotes: F1–F7 explain the merger closing, delisting/deregistration, and conversion mechanics — including conversion of common stock, vested RSAs/RSUs/PSUs to cash and treatment of options (some converted to cash value, some cancelled without consideration).
• Shares owned after transaction: the company’s common stock was cancelled at the effective time of the merger; the filing does not list a continuing public shareholding.

Context
These dispositions were merger-related conversions (not open-market sales). That means the insider received the merger consideration ($16.75/share) for cancelled shares and vested/cancelled awards. Such filings reflect corporate deal mechanics rather than an insider expressing a buy/sell view of the stock; purchases generally carry more direct interpretive weight for retail investors.