Guess? (GES) Proxy Filing summary

Executive summary

• Special Meeting scheduled for November 21, 2025, to vote on a merger with Authentic Brands Group LLC, resulting in Guess becoming a private company and a subsidiary of Glow Holdco 1, Inc. (Parent).

• Each outstanding share (except Excluded and Dissenting Shares) will be converted into the right to receive $16.75 in cash, a 73% premium to the unaffected price on March 14, 2025.

• The transaction includes a pre-closing restructuring, transfer of intellectual property to new subsidiaries, and a split of IP ownership between Authentic (at least 51%) and Rolling Stockholders (up to 49%).

• The Board, following a Special Committee’s unanimous recommendation, urges shareholders to vote FOR the Merger Proposal, Compensation Proposal, and Adjournment Proposal.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the Merger Agreement and approval of the Merger and Disposition; (2) non-binding advisory approval of executive compensation in connection with the Merger; (3) adjournment of the Special Meeting if needed.

• Approval of the Merger Proposal requires both a majority of outstanding shares and a majority of votes cast by disinterested (unaffiliated) shareholders.

• Supporting Stockholders, holding ~49.9% of shares, have entered into a Voting Agreement to vote in favor of the Merger.

Board of directors and corporate governance

• A Special Committee of independent, disinterested directors was formed to evaluate and negotiate the transaction.

• The Board and Special Committee determined the transaction is fair and in the best interests of unaffiliated shareholders.

• Directors Marciano and Alberini recused themselves from deliberations and voting on the transaction.