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  4. [Form 3] GUESS INC Initial Statement of Beneficial Ownership

GES Insider Filing: 23,678 Shares and Options at $12.07/$17.35

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Marciano Nicolai D. filed an Initial Form 3 reporting his beneficial ownership in GUESS, Inc. (GES). He directly owns 23,678 shares of common stock and holds two employee stock options exercisable for 3,800 shares at $17.35 (exercisable 03/29/2029) and 15,000 shares at $12.07 (exercisable 06/10/2029). The filing notes he may be part of a Section 13(d) group that collectively owns over 10% of outstanding stock, though he disclaims ownership of other members' shares.

Positive

  • Direct ownership disclosed: 23,678 common shares reported, improving transparency
  • Option detail provided: exercise prices and exact exercisable dates for two option grants through 2029

Negative

  • Section 13(d) group note: may be part of a group owning > 10%, which could imply coordinated holdings
  • Potential complexity: other group members filed separate Form 3s, making aggregate ownership tracking less straightforward

Insights

Insider reported holdings and potential >10% group stake; exercise dates extend to 2029.

The filing documents direct ownership of 23,678 common shares plus vested employee options for 18,800 total underlying shares with exercise prices of $17.35 and $12.07. This clarifies the reporting person’s liquid equity and longer-dated option exposure through 2029.

The remark about a Section 13(d) group indicates collective ownership exceeding 10%, which can affect disclosure and potential coordination among group members; the reporting person disclaims beneficial ownership of others’ shares. Monitor SEC filings from related persons for consolidated ownership changes over the near term.

Insider Marciano Nicolai D.
Role Insider
Type Security Shares Price Value
holding Employee Stock Option (right to buy) -- -- --
holding Employee Stock Option (right to buy) -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Employee Stock Option (right to buy) — 3,800 shares (Direct); Common Stock — 23,678 shares (Direct)
Footnotes (1)
  1. The option vested in four equal annual installments beginning on January 5, 2020. The option vested in four equal annual installments beginning on June 10, 2020.
Understanding Insider Trading Forms →
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*
Marciano Nicolai D.
(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)
X Form filed by One Reporting Person
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 23,678 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
Employee Stock Option (right to buy) (1) 03/29/2029 Common Stock 3,800 $17.35 D
Employee Stock Option (right to buy) (2) 06/10/2029 Common Stock 15,000 $12.07 D
Explanation of Responses:
1. The option vested in four equal annual installments beginning on January 5, 2020.
2. The option vested in four equal annual installments beginning on June 10, 2020.
Remarks:
The Reporting Person is filing this Form 3 because he may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding common stock. The Reporting Person expressly disclaims beneficial ownership of the securities beneficially owned by the other group members. 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.
/s/ Nicolai D. Marciano 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.

Source: View Original Filing on SEC EDGAR

FAQ

What shares does Marciano Nicolai D. report owning in GES?

He reports direct ownership of 23,678 common shares.

What employee stock options does the Form 3 disclose for GES?

Two options: one exercisable for 3,800 shares at $17.35 (exercisable 03/29/2029) and one for 15,000 shares at $12.07 (exercisable 06/10/2029).

Does the filer belong to a group that owns more than 10% of GES?

The filing states he may be deemed a member of a Section 13(d) group that collectively beneficially owns over 10%, but he disclaims ownership of other members' securities.

When was the Form 3 signed?

The form is signed by Nicolai D. Marciano and dated 10/06/2025.

Are the option vesting schedules disclosed?

Yes. One option vested in four equal annual installments beginning 01/05/2020 and the other vested in four equal annual installments beginning 06/10/2020.