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GES Form 3: Six Reporting Persons May Form >10% Group; No Beneficial Ownership

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

Rhea-AI Filing Summary

GUESS, Inc. (GES) filed an initial Form 3 reporting that six named reporting persons may be members of a Section 13(d) group that collectively beneficially owns more than 10% of the company's common stock as of 08/21/2025. The filing states that the signatories expressly disclaim beneficial ownership of other group members' shares and that no securities are beneficially owned by the reporting persons on this Form 3. Multiple individuals signed the form on 10/06/2025.

Positive

  • Full disclosure filed via Form 3 identifying potential Section 13(d) group status
  • Explicit disclaimer that the reporting persons do not beneficially own securities on this Form 3

Negative

  • Potential group ownership exceeding 10%, a material regulatory threshold that can affect control and voting
  • Ambiguity on actual holdings — no shares reported here, so future filings may reveal material positions

Insights

Group formation disclosed; individual ownership disclaimed.

The filing identifies six executives/officers who may be part of a Section 13(d) group that together exceeds 10% ownership. That threshold is a regulatory trigger requiring disclosure of coordinated holdings and intent.

This report contains no individual share holdings and includes express disclaimers of cross-beneficial ownership. Investors should note the group status as it can change voting dynamics if holdings are later aggregated or acted on jointly within a short-term timeframe.

Material ownership threshold noted; immediate market impact limited.

Cross-party group ownership above 10% can be material because it may influence control, proxy contests, or strategic negotiations. However, the Form 3 reports no securities beneficially owned by these filers on this filing, limiting immediate market-moving detail.

Watch for subsequent filings (Forms 4, 5, or amendments) that disclose actual holdings, transfers, or statements of intent within the next weeks to months as those will clarify whether the group holds or acquires shares and could affect voting or takeover dynamics.

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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*
Karlin Michael
(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)
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*
Karlin Michael
(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*
Lockshin Steven
(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*
Payne William F.
(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*
Silah Mark
(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*
Tordjman David
(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*
Marciano Olivia
(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:
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. 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.
No securities are beneficially owned.
/s/ Michael Karlin 10/06/2025
/s/ Steven Lockshin 10/06/2025
/s/ William F. Payne 10/06/2025
/s/ Mark Silah 10/06/2025
/s/ David Tordjman 10/06/2025
/s/ Olivia 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 does the Form 3 filed by GUESS (GES) on these reporting persons disclose?

The Form 3 states six reporting persons may be members of a Section 13(d) group that collectively beneficially owns more than 10% of common stock and that no securities are beneficially owned by them on this filing.

Who are the reporting persons named on the Form 3 for GES?

The filing lists Michael Karlin, Steven Lockshin, William F. Payne, Mark Silah, David Tordjman, and Olivia Marciano as reporting persons associated with GUESS, Inc.

Does this Form 3 show that the reporting group controls GUESS (GES)?

No. The form indicates a potential group exceeding 10%, which is a disclosure threshold, but it also states that no securities are beneficially owned by these filers on this form and disclaims cross-ownership.

What filings should investors watch next for clarity on holdings?

Investors should monitor subsequent Forms 4 and amendments that would report actual purchases, sales, or changing beneficial ownership by these individuals or the group.

When was the triggering event date reported on the Form 3?

The Date of Event Requiring Statement is listed as 08/21/2025.