Guess (NYSE: GES) insiders say ownership group falls below 10%

Rhea-AI Filing Summary

Guess Inc. insiders filed a joint Form 4 to update their ownership status. The reporting persons state they may be deemed to be members of a Section 13(d) group that no longer collectively beneficially owns more than 10% of Guess Inc.'s outstanding common stock.

They expressly disclaim beneficial ownership of securities beneficially owned by the other group members and indicate that no securities are beneficially owned. No specific acquisitions, sales, or other transactions in Guess Inc. securities are reported in this filing.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2026

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	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 4 because they may be deemed to be members of a Section 13(d) group that no longer 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 4 through the Securities and Exchange Commission's EDGAR system, certain other group members have filed separate Form 4s. No securities are beneficially owned.

	/s/ Michael Karlin	01/26/2026
	/s/ Steven Lockshin	01/26/2026
	/s/ William F. Payne	01/26/2026
	/s/ Mark Silah	01/26/2026
	/s/ David Tordjman	01/26/2026
	/s/ Olivia Marciano	01/26/2026
	** 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 4 (b)(v).
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FAQ

What does this Guess (GES) Form 4 filing report?

This Form 4 is a joint filing by several reporting persons related to Guess Inc. It states they may be deemed part of a Section 13(d) group that no longer collectively holds more than 10% of Guess's outstanding common stock, and that no securities are beneficially owned.

Are any Guess (GES) share transactions disclosed in this Form 4?

No. The Form 4 does not list any acquisitions, dispositions, or holdings of Guess Inc. securities in the transaction tables. The remarks instead focus on the group’s change in collective beneficial ownership status.

Do the reporting persons still beneficially own Guess (GES) stock?

The remarks state that no securities are beneficially owned. The reporting persons also disclaim beneficial ownership of any securities beneficially owned by other members of the Section 13(d) group.

What is the significance of the Section 13(d) group reference for Guess (GES)?

The reporting persons explain they are filing because they may be deemed members of a Section 13(d) group that previously held more than 10% of Guess's common stock but no longer collectively beneficially owns more than 10%. This changes their status as more-than-10% holders.

Why are multiple reporting persons included in this Guess (GES) Form 4?

The Form 4 is filed by more than one reporting person, consistent with their statement that they may be deemed part of a common Section 13(d) group. Some additional group members have filed separate forms because no more than 10 reporting persons can appear on a single EDGAR submission.

Does this Guess (GES) Form 4 change insider reporting obligations?

The filing indicates that the Section 13(d) group no longer collectively beneficially owns more than 10% of Guess's outstanding common stock. This clarifies their status relative to ownership thresholds that can affect reporting obligations.