[Form 3] Guess?, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Guess?, Inc. (GES) Form 3 filing: Newly appointed Chief Financial Officer Alberto Michele Maria Toni has submitted an Initial Statement of Beneficial Ownership dated 06/12/2025 and signed 06/20/2025.

The filing shows ownership of 33,278 restricted stock units (RSUs), reported as direct holdings. These RSUs will convert into Guess? common shares upon vesting. No other non-derivative or derivative securities are disclosed, and no changes to existing share counts, option grants, or major transactions are mentioned.

The document is routine Section 16 compliance, confirming the CFO’s equity stake and aligning executive incentives with shareholders. No financial performance metrics or strategic developments are included.

Positive

• Executive-shareholder alignment: CFO’s 33,278 RSUs demonstrate equity-based compensation that aligns management interests with investors.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine Form 3; CFO owns 33,278 RSUs—minimal market impact.

This initial ownership disclosure is standard when an executive becomes subject to Section 16 reporting. The sole holding—33,278 RSUs—represents a modest stake relative to Guess?’s ~54 million shares outstanding, implying negligible dilution risk. While the equity grant aligns the CFO’s incentives with shareholders, it does not convey new information on operations, earnings, or capital structure. Therefore, the filing is largely procedural and unlikely to influence valuation or trading dynamics.

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

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1. Name and Address of Reporting Person^*

Toni Alberto Michele Maria

(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)
06/12/2025

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
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

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	33,278(1)	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

Explanation of Responses:

1. The reporting person holds 33,278 restricted stock units ("RSUs") that will convert into shares of common stock upon vesting.

Remarks:

Exhibit 24 - Power of Attorney

	Anne C. Deedwania (attorney-in-fact)	06/20/2025
	** 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.

FAQ

What did Guess? Inc. (GES) disclose in the June 2025 Form 3?

The filing shows CFO Alberto M. M. Toni holds 33,278 restricted stock units that convert to common shares upon vesting.

Does the Form 3 include any stock options or other derivatives?

No. The table lists no derivative securities such as options, warrants, or convertible instruments.

Why was the Form 3 filed?

Section 16 requires insiders to file a Form 3 when they first become reporting persons; Toni recently became Chief Financial Officer.

Is this disclosure likely to affect Guess? Inc.’s stock price?

Impact is expected to be minimal; the filing is procedural and does not include operational or financial performance data.

When was the event date and filing signature date?

Event date: 06/12/2025; Form signed by attorney-in-fact on 06/20/2025.