Michael Elsa 4

What Happened
Director Michael Elsa disposed of a total of 22,181 shares of GUESS Inc. stock on Jan 23, 2026 as part of the company’s merger closing. The shares were converted into cash at $16.75 per share: 7,735 shares (≈ $129,561) and 14,446 shares (≈ $241,971), for total proceeds of about $371,532. These were merger-related dispositions (Form 4 code J), not open-market sales.

Key Details

• Transaction date: January 23, 2026; filing date: January 27, 2026 (filed within the typical two-business-day window).
• Prices and amounts:
  • 7,735 shares @ $16.75 = $129,561 (footnote: common stock cancelled and converted).
  • 14,446 shares @ $16.75 = $241,971 (footnote: vested RSUs cancelled and converted).
  • Total: 22,181 shares → ~$371,532 in cash (paid without interest and less any required tax withholdings).
• Transaction code: J (other acquisition/disposition in connection with a merger).
• Shares owned after transaction: Not reported in this Form 4.
• Notable footnotes: Merger Agreement effective Jan 23, 2026; common stock will be delisted/deregistered. Vested RSUs were converted to cash as part of the deal; payments are subject to tax withholding.

Context
These disposals reflect the cash-out provisions of the merger in which Authentic Brands Group’s acquisition completed on Jan 23, 2026 — GUESS common stock was cancelled and converted to $16.75 per share. This is a transactional outcome of the corporate deal rather than a discretionary insider sale on the open market, so it should not be read as a typical insider sentiment signal.