GUESS (GES) Form 3: Marciano trusts report >10% group stake

GUESS, Inc. (GES) initial Form 3 shows a group of related trusts and foundations tied to the Marciano family reporting direct ownership of multiple blocks of common stock.

Rhea-AI Filing Summary

GUESS, Inc. (GES) initial Form 3 shows a group of related trusts and foundations tied to the Marciano family reporting direct ownership of multiple blocks of common stock. Individual holdings listed include 349,491, 1,470,668, 1,347,650 and other positions across ten reporting entities. The filers state they "may be deemed to be members of a Section 13(d) group" that collectively owns more than 10% of outstanding common stock, and each reporting person disclaims ownership of other members' shares except for any pecuniary interest.

Positive

• Multiple related entities have disclosed holdings, providing transparency about ownership positions
• The filing explicitly states the group may own more than 10%, alerting investors to a significant shareholder

Negative

• Ownership is reported across many related entities, which may create complexity in understanding aggregate control
• The Form 3 disclaimers leave uncertainty about exact aggregate economic interest until further consolidated disclosure

Insights

Corporate Governance Analyst

Multiple Marciano-related trusts report direct holdings and note a >10% group stake.

The filing lists ten related reporting entities each holding discrete blocks of common stock, with several large line items such as 1,470,668 and 1,347,650 shares. The report is an initial Form 3 establishing beneficial ownership records under Section 16 and noting potential Section 13(d) group status.

The main dependency is the group's collective ownership exceeding 10%, which can affect disclosure obligations and public perception of control. Watch for consolidated filings or amendments that clarify aggregate percentage, and any Schedule 13D/A or additional Form 3/Form 4 submissions over the next weeks for changes in holdings or group structure.

Insider Trade Summary

10 transactions reported

Mixed 10 txns

Insider MM 2020 Exempt Trust, PM 2021 Exempt Trust, Maurice Marciano Charitable Remainder Unitrust II, Maurice & Paul Marciano Art Foundation, Maurice Marciano Family Foundation, MM CRUT II LLC, Maurice Marciano Charitable Remainder Unitrust, MM CRUT LLC, G2 Trust, Exempt G2 Trust

Role Insider | Insider | Insider | Insider | Insider | Insider | Insider | Insider | Insider | Insider

Type	Security	Shares	Price	Value
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 5,432,767 shares (Direct)

Footnotes (10)

1. F1. Held by MM 2020 Exempt Trust.
2. F2. Held by PM 2021 Exempt Trust.
3. F3. Held by Maurice Marciano Charitable Remainder Unitrust II.
4. F4. Held by Maurice & Paul Marciano Art Foundation.
5. F5. Held by Maurice Marciano Family Foundation.
6. F6. Held by MM CRUT II LLC.
7. F7. Held by Maurice Marciano Charitable Remainder Unitrust.
8. F8. Held by MM CRUT LLC.
9. F9. Held by G2 Trust.
10. F10. Held by Exempt G2 Trust.

FAQ

What did the Form 3 filed for GUESS (GES) disclose?

The Form 3 discloses that ten Marciano-related trusts and foundations directly hold multiple blocks of common stock, including holdings of 1,470,668 and 1,347,650 shares, and may form a Section 13(d) group owning more than 10%.

Does this filing confirm a single person controls GUESS (GES)?

No. The filing indicates multiple related entities reported ownership and each disclaims beneficial ownership of other members' securities except to the extent of any pecuniary interest.

Why does the Form 3 mention Section 13(d) group status?

The filers state they "may be deemed" a Section 13(d) group because the combined holdings exceed 10%, which triggers additional disclosure obligations under securities rules.

Are these holdings direct or derivative?

All listed positions on the Form 3 are reported as direct holdings of common stock; no derivative securities were reported.

When were these ownership interests reported?

The event requiring the statement is dated 08/21/2025, and signatures on the filing are dated 10/06/2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/06/2025 - 04:05 PM Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

MM 2020 Exempt Trust

(Last) (First) (Middle)

C/O GUESS?, INC.

1444 SOUTH ALAMEDA STREET

(Street)

LOS ANGELES CA 90021

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/21/2025

3. Issuer Name and Ticker or Trading Symbol
GUESS INC [ GES ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	349,491(1)	D
Common Stock	349,491(2)	D
Common Stock	1,470,668(3)	D
Common Stock	50,000(4)	D
Common Stock	283,200(5)	D
Common Stock	1,181,124(6)	D
Common Stock	558(7)	D
Common Stock	1,347,650(8)	D
Common Stock	264,384(9)	D
Common Stock	136,201(10)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

MM 2020 Exempt Trust

(Last) (First) (Middle)

C/O GUESS?, INC.

1444 SOUTH ALAMEDA STREET

(Street)

LOS ANGELES CA 90021

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

1. Name and Address of Reporting Person^*

PM 2021 Exempt Trust

(Last) (First) (Middle)

C/O GUESS?, INC.

1444 SOUTH ALAMEDA STREET

(Street)

LOS ANGELES CA 90021

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

1. Name and Address of Reporting Person^*

Maurice Marciano Charitable Remainder Unitrust II

(Last) (First) (Middle)

C/O GUESS?, INC.

1444 SOUTH ALAMEDA STREET

(Street)

LOS ANGELES CA 90021

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

1. Name and Address of Reporting Person^*

Maurice & Paul Marciano Art Foundation

(Last) (First) (Middle)

C/O GUESS?, INC.

1444 SOUTH ALAMEDA STREET

(Street)

LOS ANGELES CA 90021

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

1. Name and Address of Reporting Person^*

Maurice Marciano Family Foundation

(Last) (First) (Middle)

C/O GUESS?, INC.

1444 SOUTH ALAMEDA STREET

(Street)

LOS ANGELES CA 90021

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

1. Name and Address of Reporting Person^*

MM CRUT II LLC

(Last) (First) (Middle)

C/O GUESS?, INC.

1444 SOUTH ALAMEDA STREET

(Street)

LOS ANGELES CA 90021

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

1. Name and Address of Reporting Person^*

Maurice Marciano Charitable Remainder Unitrust

(Last) (First) (Middle)

C/O GUESS?, INC.

1444 SOUTH ALAMEDA STREET

(Street)

LOS ANGELES CA 90021

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

1. Name and Address of Reporting Person^*

MM CRUT LLC

(Last) (First) (Middle)

C/O GUESS?, INC.

1444 SOUTH ALAMEDA STREET

(Street)

LOS ANGELES CA 90021

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

1. Name and Address of Reporting Person^*

G2 Trust

(Last) (First) (Middle)

C/O GUESS?, INC.

1444 SOUTH ALAMEDA STREET

(Street)

LOS ANGELES CA 90021

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

1. Name and Address of Reporting Person^*

Exempt G2 Trust

(Last) (First) (Middle)

C/O GUESS?, INC.

1444 SOUTH ALAMEDA STREET

(Street)

LOS ANGELES CA 90021

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

Explanation of Responses:

1. Held by MM 2020 Exempt Trust.

2. Held by PM 2021 Exempt Trust.

3. Held by Maurice Marciano Charitable Remainder Unitrust II.

4. Held by Maurice & Paul Marciano Art Foundation.

5. Held by Maurice Marciano Family Foundation.

6. Held by MM CRUT II LLC.

7. Held by Maurice Marciano Charitable Remainder Unitrust.

8. Held by MM CRUT LLC.

9. Held by G2 Trust.

10. Held by Exempt G2 Trust.

Remarks:

The Reporting Persons are filing this Form 3 because they may be deemed to be members of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding common stock. The Reporting Persons expressly disclaim beneficial ownership of the securities beneficially owned by the other group members. Each Reporting Person disclaims beneficial ownership of the securities reported on this Form 3 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, certain other group members have filed separate Form 3s.

	MM 2020 EXEMPT TRUST By: Palma Fiduciary, LLC Its: Trustee By: /s/ Robert E. Armstrong Name: Robert E. Armstrong Title: Trust Officer	10/06/2025
	PM 2021 EXEMPT TRUST By: Palma Fiduciary, LLC Its: Trustee By: /s/ Robert E. Armstrong Name: Robert E. Armstrong Title: Trust Officer	10/06/2025
	MAURICE MARCIANO CHARITABLE REMAINDER UNITRUST II By: Palma Fiduciary, LLC Its: Trustee By: /s/ Robert E. Armstrong Name: Robert E. Armstrong Title: Trust Officer	10/06/2025
	MAURICE & PAUL MARCIANO ART FOUNDATION By: /s/ Paul Marciano Name: Paul Marciano Title: President	10/06/2025
	MAURICE MARCIANO FAMILY FOUNDATION By: /s/ William F. Payne Name: William F. Payne Title: President	10/06/2025
	MM CRUT II LLC By: /s/ Michael Karlin Name: Michael Karlin Title: Manager	10/06/2025
	MAURICE MARCIANO CHARITABLE REMAINDER UNITRUST By: Palma Fiduciary, LLC Its: Trustee By: /s/ Robert E. Armstrong Name: Robert E. Armstrong Title: Trust Officer	10/06/2025
	MM CRUT LLC By: /s/ Mark Silah Name: Mark Silah Title: Manager	10/06/2025
	G2 TRUST By: /s/ David Tordjman Name: David Tordjman Title: Trustee	10/06/2025
	EXEMPT G2 TRUST By: /s/ David Tordjman Name: David Tordjman Title: Trustee	10/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.