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GUESS INC0000912463false00009124632025-03-312025-03-31


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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2025

GUESS?, INC.
(Exact name of registrant as specified in its charter)

Delaware
1-11893
95-3679695
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

Strada Regina 44, Bioggio, Switzerland CH-6934
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (213) 765-3100

Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share GES New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02. Results of Operations and Financial Condition.

Guess?, Inc. (the “Company”) issued a press release on April 3, 2025 announcing its financial results for the quarter and fiscal year ended February 1, 2025. A copy of the press release is being furnished as Exhibit 99.1 attached hereto.

The information in this Item 2.02 of Form 8-K is being furnished hereby and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Officers

Dennis Secor currently serves the Company as its Interim Chief Financial Officer. In connection with his appointment as Interim Chief Financial Officer in August 2024, the Company entered into an employment agreement with Mr. Secor dated August 18, 2024 (the “Secor Employment Agreement”), all as disclosed in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on August 19, 2024. Pursuant to the Secor Employment Agreement, the term of Mr. Secor’s service as Interim Chief Financial Officer was scheduled to end on March 31, 2025. On March 31, 2025, the Company entered into an amendment of the Secor Employment Agreement with Mr. Secor (the “Amendment”). The Amendment is described in more detail below and includes a provision for Mr. Secor to continue to serve as the Company’s Interim Chief Financial Officer through the date on which the Company files its Quarterly Report on Form 10-Q for the first quarter of its current fiscal year with the SEC (the “First Quarter 10-Q Filing Date,” which is expected to be in June 2025).

On March 31, 2025, the Company’s Board of Directors (the “Board”) appointed Alberto Toni to succeed Mr. Secor as the Company’s Chief Financial Officer effective as of the day immediately following the First Quarter 10-Q Filing Date. In connection with such appointment, Mr. Toni entered into an Employment Agreement with Guess? Europe Sagl (“Guess? Europe”), a wholly-owned subsidiary of the Company (such Employment Agreement, the “Toni Employment Agreement”). The Toni Employment Agreement is described in more detail below.

Mr. Toni, age 57, joins the Company from Flos B&B Italia Group S.p.A., an international design company, where he has served as Chief Financial Officer since May 2023. Prior to this role, Mr. Toni served as Chief Financial Officer of Bata SA, a global retail footwear company, from July 2016 to April 2023. Mr. Toni has also served as Chief Financial Officer of Deoleo SA, a multinational food company, from June 2015 to June 2016 and for 17 years in several roles in various branches of Heineken, an international brewing company, including most recently as Senior Finance Director, Heineken Western Europe Region from September 2013 to June 2015 and VP Finance, Heineken Brasil from May 2010 to August 2013. Mr. Toni is a chartered accountant and certified tax advisor and received his Bachelor’s Degree in Economics from Università Cattolica del Sacro Cuore of Milan (Italy).

There are no arrangements or understandings between Mr. Toni and any other persons pursuant to which Mr. Toni was appointed as an officer of the Company. There are no family relationships between Mr. Toni and any director or executive officer of the Company. Mr. Toni does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In his capacity as the Company’s Chief Financial Officer, Mr. Toni will be the Company’s “principal financial officer” when he succeeds Mr. Secor in that position.

Amendment of Dennis Secor's Employment Agreement

The Amendment extends the period of time Mr. Secor will be employed with the Company until September 12, 2025, subject to earlier termination as provided in the Secor Employment Agreement. The Amendment also provides that Mr. Secor will serve the Company as its Interim Chief Financial Officer until the First Quarter 10-Q Filing Date or, if earlier, July 31, 2025, the termination of his employment with the Company, or such other date as the Board may determine.

The Amendment provides that Mr. Secor will continue to be paid a salary at the rate currently in effect ($750,000 annually) through July 31, 2025, and that his annual rate of base salary for the remaining portion of his employment term after that date will be $240,000.

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The Amendment provides Mr. Secor with two new retention bonus opportunities: (1) $225,000 subject to his employment through June 13, 2025, and (2) $50,000 subject to his employment through September 12, 2025. If Mr. Secor’s employment with the Company ends before the amended expiration date of his period of employment due to his death or disability, he will be entitled to a pro-rata portion of these retention bonus amounts (if not otherwise earned). If Mr. Secor’s employment with the Company ends before the amended expiration date of his period of employment due to a termination by the Company without “Cause” (as defined in the Secor Employment Agreement), or by Mr. Secor for “Good Reason” (as defined in the Secor Employment Agreement), he will be entitled to full payment of these retention bonus amounts (if not otherwise earned).

Employment Agreement with Alberto Toni

The Toni Employment Agreement provides that, effective June 2, 2025, Mr. Toni will be employed by Guess? Europe as Chief Financial Officer, Guess? Europe, and that he will be appointed as the Company’s Chief Financial Officer within thirty days after his first day of employment with Guess? Europe. The Toni Employment Agreement does not have a specific term and generally may be terminated by either party on three months’ notice. The Toni Employment Agreement provides that Mr. Toni will be based out of the Company’s headquarters in Switzerland and, while Mr. Toni is employed with Guess? Europe, he will be entitled to the following compensation and benefits:
•a yearly base salary of CHF 650,000;
•participation in the Company’s annual bonus plan for the Company’s senior executive officers with a target annual cash bonus of 50% of base salary (pro-rated for any period of employment less than an entire fiscal year). Mr. Toni’s actual bonus for a fiscal year will be determined by the Company in its discretion based on the achievement by the Company and its subsidiaries of performance goals established by the Compensation Committee of the Board (the “Compensation Committee”) and such other considerations as the Compensation Committee may determine;
•an initial award (the “Initial Award”) of Company restricted stock units granted under the Company’s 2004 Equity Incentive Plan, as amended (the “2004 Plan”), with a grant date value of approximately $1,050,000. The award will be granted in installments, with the first $250,000 of grant date value to be awarded on or promptly after Mr. Toni’s first day of employment with Guess? Europe and scheduled to vest (subject to Mr. Toni’s continued employment) on the first anniversary of Mr. Toni’s commencement of employment with Guess? Europe. The balance of the grant value is to be awarded on or promptly after the first anniversary of Mr. Toni’s commencement of employment with Guess? Europe (and may, in certain cases, be structured as a cash retention award) and scheduled to vest (subject to Mr. Toni’s continued employment) in approximate one-third installments on each of the second, third, and fourth anniversaries of Mr. Toni’s commencement of employment with Guess? Europe;
•a fiscal year 2026 annual equity award granted under the 2004 Plan with a grant date value of approximately $450,000 pro-rated for the portion of fiscal year 2026 Mr. Toni will be employed with Guess? Europe. The award will also be granted in installments, with approximately the first third of the grant date value to be awarded in Company restricted stock units on or promptly after Mr. Toni’s first day of employment with Guess? Europe and scheduled to vest (subject to Mr. Toni’s continued employment) on the first anniversary of Mr. Toni’s commencement of employment with Guess? Europe. The balance of the grant value is to be awarded on or promptly after the first anniversary of Mr. Toni’s commencement of employment with Guess? Europe (with the Compensation Committee to determine the type of award and applicable vesting terms and provided that the award may, in certain cases, be structured as a cash retention award) and scheduled to vest (subject to Mr. Toni’s continued employment) over the two years following the first anniversary of Mr. Toni’s commencement of employment with Guess? Europe;
•during each fiscal year of the Company, beginning with fiscal year 2027 and subject to Mr. Toni remaining employed with Guess? Europe through the applicable grant date, Mr. Toni will be eligible to receive an additional equity award from the Company with a grant date value equal to 60% of Mr. Toni’s annual rate of base salary. The Compensation Committee will determine the type, and other terms and conditions, of each annual equity award; and
•a car allowance of CHF 30,000 per year, a housing allowance of CHF 50,000 per year, and (for up to the first two years of his employment) a medical allowance of CHF 15,000 per year.

If Guess? Europe terminates Mr. Toni’s employment for any reason, other than for good cause and other than due to death or disability, Mr. Toni will be entitled to a severance benefit of one times his annual rate of base salary and, should such termination of Mr. Toni’s employment occur within one year following certain changes in control of the Company, accelerated vesting of the Initial Award.

The foregoing descriptions of the Amendment and the Toni Employment Agreement do not purport to be complete and are qualified in their entirety by reference to the Amendment entered into with Mr. Secor and the Toni Employment Agreement entered into with Mr. Toni, filed as Exhibits 10.1 and 10.2 hereto, respectively, and which are incorporated herein by reference.
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Item 7.01. Regulation FD Disclosure.

On April 3, 2025, the Company issued a press release announcing Mr. Toni's appointment as Chief Financial Officer of the Company. A copy of the press release is furnished as Exhibit 99.2 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.
 Description
104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Guess?, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:
April 3, 2025
GUESS?, INC.
By:
 /s/ Dennis Secor
Dennis Secor
Interim Chief Financial Officer



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EX-10.1 2 dennissecor-amendmentofemp.htm EX-10.1 Document
Exhibit 10.1
GUESS?, Inc.

March 31, 2025
Dennis Secor
        Re:    Amendment of Employment Agreement
Dear Dennis,
    You are a party to an Executive Employment Agreement (the “Employment Agreement”) with Guess?, Inc. (the “Company”) dated August 18, 2024. The purpose of this letter agreement (this “Amendment”) is to amend the Employment Agreement as set forth below effective as of the date first set forth above. Capitalized terms used in this Amendment that are not otherwise defined in this Amendment are used as defined in the Employment Agreement.
•The Expiry Date under the Employment Agreement is hereby amended to be September 12, 2025.
•The period of time referred to as the First Seven Months under the Employment Agreement is hereby amended such that it shall end on the first to occur of (a) the end of the Employment Term, or (b) July 31, 2025.
•The period of time referred to as the CFO Period under the Employment Agreement is hereby amended such that it shall end on the first to occur of (a) the end of the First Seven Months, (b) the end of the day in June 2025 on which the Company files its Quarterly Report on Form 10-Q for the first quarter of its current fiscal year with the U.S. Securities and Exchange Commission, or (c) such earlier date as determined by the Board.
•In addition to the Retention Bonus provided for in Section 4(a) of the Employment Agreement, you will be entitled to the following two additional retention bonus opportunities:
oYou will be entitled to receive a retention bonus in the amount of $225,000 in the event you remain employed with the Company through June 13, 2025 (if earned, to be paid on or promptly after that date).
oYou will be entitled to receive an additional retention bonus in the amount of $50,000 in the event you remain employed with the Company through September 12, 2025.

In each case, and except as expressly provided in the next sentence, in no event shall you be considered to have earned either such bonus (or any portion thereof) if your employment with the Company ends before the applicable date set forth in the applicable retention bonus clause above. If, however, your employment ends in the circumstances provided in Section 8(a) or in Section 8(c) of the Employment Agreement, you will be entitled to payment of each such retention bonus (to the extent not otherwise paid or payable) to the same extent you are entitled to payment of your Retention Bonus in such circumstances and to be paid at the same time as provided for payment of any Retention Bonus in such circumstances. The Pro-Rata Fraction under the Employment Agreement
EXECUTIVE OFFICES · 1444 South Alameda Street, Los Angeles, CA 90021 · 213.765.3100


shall now be determined using (in the denominator of such fraction) the total number of calendar days that would occur in the Employment Term if it ended on the Expiry Date; provided, however, that (a) the Pro-Rata Fraction as to the $225,000 retention bonus provided for above shall be based on the portion of the period of time, commencing April 1, 2025 and ending with June 13, 2025, that you are actually employed with the Company, and (b) the Pro-Rata Fraction as to the $50,000 retention bonus provided for above shall be based on the portion of the period of time, commencing April 1, 2025 and ending with September 12, 2025, that you are actually employed with the Company.
•The Company will reimburse you for professional fees incurred by you in connection with the audit and reporting matters you have discussed with the Company, up to a maximum total reimbursement of $20,000. You agree to submit customary documentation of such expenses promptly, and the Company will make any required reimbursement payment to you not later than thirty (30) days after receiving the documentation of such expenses from you.
•To the extent that the Company requests your assistance pursuant to Section 11 of the Employment Agreement following the expiration or termination of the Employment Term, the Company shall pay you an hourly consulting rate of $1,000 for the time you spend performing such services for the Company. You agree to bill the Company in writing monthly (promptly and in all events within ten calendar days following the end of each applicable month) for such consulting services, with each invoice to include reasonable detail (as requested by the Company) regarding the support you provided to the Company and the time you spent in connection therewith. The Company will pay you the consulting fee due for a particular month within thirty (30) days following its receipt of the corresponding invoice from you as to that month. For clarity, your services pursuant to Section 11 of the Employment Agreement shall be as a consultant (not as an employee), and you will not be entitled to any other compensation or benefits from the Company with respect to such services except as expressly provided above in this paragraph or in Section 11 of the Employment Agreement.
•For clarity, the illustration of the potential severance payment included in Section 8(c)(iii) of the Employment Agreement was included based on the terms of the original Employment Agreement before giving effect to this Amendment, has not been updated for this Amendment, and if you are entitled to the severance payment provided for in Section 8(c)(ii) of the Employment Agreement the actual benefit will be calculated implementing this Amendment (i.e., giving effect to the amended Expiry Date as well as, to the extent applicable in the circumstances, the impact of the amended First Seven Months on your Base Salary).
Except as expressly set forth above, the Employment Agreement continues in effect in accordance with its terms.

LEGAL DEPARTMENT: (213) 765-5651 TEL (213) 744-7821 FAX
EXECUTIVE OFFICES: 1444 SOUTH ALAMEDA STREET, LOS ANGELES, CA 90021 TEL: 213.765.3100



This Amendment may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. One or more counterparts of this Amendment may be delivered by facsimile, with the intention that delivery by such means shall have the same effect as delivery of an original counterpart thereof.
No provision of this Amendment may be modified unless such modification is agreed to in writing and signed by you and by an authorized officer of the Company. This Amendment, together with the Employment Agreement and the Confidentiality Agreement, sets forth the entire agreement of the parties hereto in respect of the subject matters contained herein and therein. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof, have been made by either party which are not expressly set forth in this Amendment, or in the Employment Agreement or the Confidentiality Agreement. The Confidentiality Agreement continues in effect in accordance with its terms. In addition, and notwithstanding the foregoing, as provided in Section 18 of the Employment Agreement the Company’s rights pursuant to any confidentiality, proprietary information, assignment of inventions or similar agreement also survive and continue in effect. Section 19 of the Employment Agreement (Section 409A) applies to this Amendment to the same extent as applicable to the Employment Agreement.
The validity, interpretation, construction and performance of this Amendment shall be governed exclusively by the laws of the State of California without regard to its conflicts of law principles.
The language used in this Amendment will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party hereto. Neither you nor the Company will be entitled to any presumption in connection with any determination made hereunder in connection with any arbitration, judicial or administrative proceeding relating to or arising under this Amendment.
[The remainder of this page has been left blank. The signature page follows.]

LEGAL DEPARTMENT: (213) 765-5651 TEL (213) 744-7821 FAX
EXECUTIVE OFFICES: 1444 SOUTH ALAMEDA STREET, LOS ANGELES, CA 90021 TEL: 213.765.3100



If this Amendment accurately reflects our agreement and understanding regarding these matters, please sign this agreement in the place indicated below.
GUESS?, INC.


/s/ Carlos Alberini    
Name: Carlos Alberini


I DENNIS SECOR, agree, and acknowledge that I agree, to the terms of this Amendment. I further acknowledge and agree that the laws of the State of California will exclusively govern my employment relationship with Guess?, Inc. now and in the future. I confirm that I have had a reasonable opportunity to seek independent legal, financial, tax and accounting advice before signing this Amendment.


/s/ Dennis Secor
Dennis Secor







LEGAL DEPARTMENT: (213) 765-5651 TEL (213) 744-7821 FAX
EXECUTIVE OFFICES: 1444 SOUTH ALAMEDA STREET, LOS ANGELES, CA 90021 TEL: 213.765.3100
EX-10.2 3 employmentagreement-cfogue.htm EX-10.2 Document
Exhibit 10.2




image_0a.jpgGUESS?, Europe Sagl

EMPLOYMENT AGREEMENT

between

GUESS EUROPE SAGL
S.da Regina 44, 6934 Bioggio
(hereinafter the «Employer»)


And

Mr Alberto Toni


(hereinafter the «Executive»)


pursuant to art. 319 and ff of the Swiss Code of Obligations («CO»)



Article 1    Role

The Executive will be employed by the Employer as Chief Financial Officer, Guess Europe. Within the first thirty (30) days following the Executive’s first day of employment with the Employer, Guess?, Inc. (the “Company”) will also appoint the Executive at its Chief Financial Officer and, and while the Executive is employed by the Employer following such date, the Executive will serve as Chief Financial Officer of both the Employer and the Company. The Employer is a subsidiary of the Company. The Executive’s scope of activity with respect to the Company will hence also be related to the Employer.

The Executive will initially report to the Chief Executive Officer of the Employer and, following the Company’s appointment of the Executive as its Chief Financial Officer, the Executive will report to the Chief Executive Officer of the Employer and to the Chief Executive Officer of the Company.

In the framework of his tasks the Executive may also be directed to take positions, as an officer, manager or member of the board of directors or similar governing body, of the Company, the Employer, or other companies affiliated with the Company or the Employer. The Executive will not be entitled to additional compensation (in addition to the compensation provided for in this Employment Agreement) for his service in any such capacity.


Article 2    Type and scope of activity

Usual place of work is Bioggio – Strada Regina 44 and Stabio - Via Vite 3, Switzerland. The Executive upon instruction of the Employer, or as his role requires, may perform his activity also elsewhere or from home.


Article 3    Start of the employment relationship

The Employment Agreement starts on June 2, 2025.
The validity of the Employment Agreement is subject to the grant of the necessary work/residence permit of the Executive.


Article 4    Probation period

There is no probation period.
Guess Europe sagl
Strada Regina 44, 6934 Bioggio (Switzerland) – Tel. +41 91 809.50.00 – Fax +41 91 809.51.00
VAT Registration number: 660.849



Article 5    Duration and termination of the employment relationship

This Agreement is of an unlimited period and can be terminated by each Party providing three (3) months notice from the end of a calendar month to the other Party.

During the notice period, the Employer shall be entitled to release the Executive from his obligation to perform his working activity (Garden Leave).

All untaken vacation entitlements, if any, will be considered as duly compensated in case of Garden Leave, to the extent admissible under Swiss law. In case of Garden Leave, the Executive shall make efforts to find a new, non-competing employment or to take up a new, non-competing self-employment respectively. The Executive shall inform the Employer of a new employment or self-employment immediately. The respective income derived from such employment will be set-off against the Employer's payment obligations.


Article 6    Termination with immediate effect

Both Parties may terminate the employment relationship with immediate effect at any time for good cause (including due to sexual misconduct) pursuant to art. 337 CO.


Article 7    Protection against termination

Protection against wrongful termination is governed by art. 336 ss CO.


Article 8        General rights and duties of the Executive

The Executive shall perform his activity loyally and according to the instructions and applicable provisions, and shall carefully safeguard the Employer’s interests and the interests of the Guess? group.

Moreover, the Executive undertakes to comply with the regulations set forth by the Employer, as well as in the Company’s policies as such policies are in effect from time to time. The Company and the Employer may each amend their policies from time to time. Those policies are to be considered directives within the meaning of article 321d of the Swiss Code of Obligations.

For the duration of the employment relationship and even after the end of the Employment Agreement, the Executive must not exploit or reveal confidential information obtained while in the Employer’s service.

Further and specific duties and rights of the Executive are provided in the Proprietary Information and Inventions Assignment Agreement hereto enclosed as Annex A, which is integral part of this Employment Agreement. The Executive agrees to comply with the Proprietary Information and Inventions Assignment Agreement.


Article 9    Working time and location

Given the role of the Executive, the working time is flexible. The Executive’s tasks will be performed within the necessary time period in order to achieve a high standard. Due to the Executive's position, the performance of additional hours (overtime / excess time) is expected. Compensation for such additional hours is included in the Executive's salary.

Article 10     Holidays

The Executive is entitled to 25 days of paid holidays per calendar year. In case of joining or leaving the Employer during the calendar year, entitlements will be calculated pro-rata temporis.


Article 11    Feast days and other days of absence

The relevant feast dates are those applied at the seat of the Employer. Other leaves are granted, upon request – without deduction of salary or holidays, for urgent family events or other special events only in accordance with the policies of the Employer as such policies are in effect from time to time.

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Article 12    Remuneration and benefits

The Employer undertakes to remunerate the Executive for the performance of his work as follows:

-While the Executive is employed with the Employer, yearly base salary gross CHF 650,000 in 13 monthly instalments, less all applicable deductions (see art. 14). The 13th instalment being paid with the salary of December.
-While the Executive is employed with the Employer and beginning with fiscal year 2026, the Executive will be eligible to participate in the Company’s annual bonus plan for the Company’s senior executive officers. For each whole fiscal year of the Company (beginning with fiscal year 2026) that ends while the Executive is employed with the Employer, the Executive’s target annual gross cash bonus (“Bonus”) level under the Company’s annual bonus plan will be 50% of the Executive’s base salary from the Employer for that fiscal year (pro-rated for any period of employment with the Employer less than an entire fiscal year). The Company’s annual bonus plan may be amended from time to time by the Company. The Executive’s actual Bonus for each such fiscal year will be determined by the Company together with the Employer at its sole discretion based upon the achievement by the Company and its subsidiaries, including the Employer, of performance goals for each such fiscal year established by the Compensation Committee of the Company’s Board of Directors (or by the Company’s Board of Directors, and in either case the Company’s Board of Directors or the Compensation Committee thereof, the “Compensation Committee”), and such other considerations (which may include the Executive’s individual performance) as the Compensation Committee may determine. Accordingly, the Executive’s actual Bonus for any such fiscal year may be more than or less than the target level provided for above. For clarity, there is no minimum Bonus amount required for any year.
-The Executive will have a signing award opportunity on the terms set forth in this paragraph.
oThe Executive shall be given (on or promptly after the Executive’s first day of employment with the Employer (the “First Day of Employment”)) an initial award of Company restricted stock units pursuant to the Guess?, Inc. 2004 Equity Incentive Plan, as amended (the “Equity Plan”), subject to the Executive’s signing of a restricted stock unit agreement with standard terms and conditions for restricted stock units as determined by the Compensation Committee (the “Initial RSU Award”). The number of restricted stock units subject to the Initial RSU Award at grant shall equal the number of stock units determined by dividing USD $250,000 by the closing price (in regular trading on The New York Stock Exchange) for a share of Company common stock on the First Day of Employment (or, if such First Day of Employment is not a trading day on The New York Stock Exchange, on the last trading day immediately preceding such First Day of Employment). The restricted stock units subject to the Initial RSU Award will be scheduled to vest on the first anniversary of the First Day of Employment, with vesting subject to and dependent upon the Executive’s continued employment with the Employer through that vesting date. If the Company’s common stock is no longer listed or admitted to trade on a national securities exchange in the U.S. prior to the first anniversary of the First Day of Employment (a “Going-Private Transaction”) and the restricted stock units are paid or settled in connection with the Going-Private Transaction, the Executive agrees that he will, should he terminate his employment with the Employer with effect prior to the first anniversary of the First Day of Employment, immediately repay to the Company the amount of the payment or settlement made in respect of such restricted stock units in connection with the Going-Private Transaction.
oIf a Going-Private Transaction occurs before the first anniversary of the First Day of Employment, the Employer will pay the Executive a retention bonus of CHF 233,000 gross on the second anniversary of the First Day of Employment, CHF 247,000 gross on the third anniversary of the First Day of Employment, and CHF 262,000 gross on the fourth anniversary of the First Day of Employment, in each case subject to and dependent upon the Executive’s continued employment with the Employer through that date (“Initial Cash Retention Bonus”); provided that if the Company continues to maintain an employee equity plan following the Going-Private Transaction under which it continues to grant new Company stock unit or other Company equity awards to Company employees (other than to Company officers more senior than the Executive) following the Going-Private Transaction, the Employer and the Company will offer the Executive (if he is then still employed with the Employer and not under notice of termination) an opportunity to elect to receive the approximate equivalent of the total amount of the Initial Cash Retention Bonus that is not yet then due and paid (or payable) in the form of a Company equity award (with similar vesting requirements) rather than cash (any such equity award, the “Initial Equity Award in Lieu of Initial Cash Retention Bonus”).
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oIf a Going-Private Transaction does not occur before the first anniversary of the First Day of Employment, the Company will grant Executive on or promptly after the first anniversary of the First Day of Employment (provided he is then still employed with the Employer and not under notice of termination) an additional award of Company restricted stock units pursuant to the Equity Plan, subject to the Executive’s signing of a restricted stock unit agreement with standard terms and conditions for restricted stock units as determined by the Compensation Committee (the “Second Initial RSU Award”). The number of restricted stock units subject to any Second Initial RSU Award at grant shall equal the number of stock units determined by dividing USD $800,000 by the closing price (in regular trading on The New York Stock Exchange) for a share of Company common stock on the first anniversary of the First Day of Employment (or, if such first anniversary of the First Day of Employment is not a trading day on The New York Stock Exchange, on the last trading day immediately preceding such first anniversary of the First Day of Employment). The restricted stock units subject to any Second Initial RSU Award will be scheduled to vest as to one-third of such stock units on each of the second, third, and fourth anniversaries of the First Day of Employment, in each case with vesting subject to and dependent upon the Executive’s continued employment with the Employer through that vesting date.
oShould a Change in Control Event (as such term is defined below) occur and, upon or within one year following the date on which such Change in Control Event closes, the Employer should terminate the Agreement for any reason, other than for good cause (art. 337 CO) and other than due to death or disability, then (in addition to any severance provided for at the end of this Article 12):
(a)     the Initial RSU Award shall fully vest (to the extent it is outstanding and unvested at the time) upon such termination of the Executive’s employment by the Employer;
(b)     if a Going-Private Transaction occurs before the first anniversary of the First Day of Employment, the Employer shall (promptly after such termination of the Executive’s employment by the Employer) pay to the Executive (as additional severance, in lieu of any other payment of the Initial Cash Retention Bonus that has not (at the time) previously already been paid or converted into an Initial Equity Award in Lieu of Initial Cash Retention Bonus) a gross amount equal to the positive difference (if any) between (i) CHF 742’000 less (ii) the sum of (x) the gross amount of the portion of the Initial Cash Retention Bonus (if any) actually paid by the Employer to the Executive prior to such termination of the Executive’s employment by the Employer plus (y) the portion (if any) of the Initial Cash Retention Bonus as to which an Initial Equity Award in Lieu of Initial Cash Retention Bonus had (at the time) already been granted;
(c)    any Initial Equity Award in Lieu of Initial Cash Retention Bonus granted to the Executive prior to such termination of the Executive’s employment by the Employer shall fully vest (to the extent it is outstanding and unvested at the time) upon such termination of the Executive’s employment by the Employer;
(d)    if at the time of such termination of the Executive’s employment by the Employer, the Second Initial RSU Award has been granted (because a Going-Private Transaction had not occurred before the first anniversary of the First Day of Employment), the Second Initial RSU Award shall fully vest (to the extent it is outstanding and unvested at the time) upon such termination of the Executive’s employment by the Employer; and
(e)    if a Going-Private Transaction does not occur before the first anniversary of the First Day of Employment and, at the time of such termination of the Executive’s employment by the Employer the Executive had not been granted the Second Initial RSU Award, the Employer shall (promptly following such termination of the Executive’s employment by the Employer) pay to the Executive (as additional severance, and in lieu of any right the Executive may otherwise have to receive the Second Initial RSU Award) a gross cash amount of CHF 742'000.
For purposes of this clause, “Change in Control Event” means either (a) prior to a Going-Private Transaction, a Change in Control (as such term is defined in the Equity Plan) occurs pursuant to clause (A) or (C) of the definition of such term in the Equity Plan, or (b) following a Going-Private Transaction, the Permitted Holders (as such term is defined in the Equity Plan) do not own fifty percent (50%) or more of the then outstanding shares of common stock or the Combined Voting Power (as such term is defined in the Equity Plan) of the Company (or its successor, or a parent entity of the Company or its successor); and provided that in no case will any of the following constitute a Change in Control Event for purposes of this Agreement: (i) a Going-Private Transaction if clause (b) is to be satisfied as to the resulting or surviving entity following the steps to effect such Going-Private Transaction, (ii) a sale of assets by the Company, (iii) a sale or conveyance in which the Company continues as a holding company of an entity or entities that conduct all or substantially all of the operating business or businesses formerly conducted by the Company, or (iv) any transaction undertaken for the purpose of incorporating the Company under the laws of another jurisdiction.
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-The Executive will have an annual long-term incentive award opportunity for fiscal year 2026 on the terms set forth in this paragraph.
oThe Executive shall be given (on or promptly after the First Day of Employment) an additional award of Company restricted stock units pursuant to the Equity Plan, subject to the Executive’s signing of a restricted stock unit agreement with standard terms and conditions for restricted stock units as determined by the Compensation Committee (the “FY26 Annual Award”). The number of restricted stock units subject to the FY26 Annual Award at grant shall equal the number of stock units determined by dividing (a) the amount determined by pro-rating USD $150,000 by the portion of fiscal year 2026 that the Executive is to be employed with the Employer following the First Day of Employment, by (b) the closing price (in regular trading on The New York Stock Exchange) for a share of Company common stock on the First Day of Employment (or, if such First Day of Employment is not a trading day on The New York Stock Exchange, on the last trading day immediately preceding such First Day of Employment). The restricted stock units subject to the Initial RSU Award will be scheduled to vest on the first anniversary of the First Day of Employment, with vesting subject to and dependent upon the Executive’s continued employment with the Employer through that vesting date. If a Going-Private Transaction occurs before the first anniversary of the First Day of Employment and the restricted stock units are paid or settled in connection with the Going-Private Transaction, the Executive agrees that he will, should he terminate his employment with the Employer prior to the first anniversary of the First Day of Employment, immediately repay to the Company the amount of the payment or settlement made in respect of such restricted stock units in connection with the Going-Private Transaction.
oIf a Going-Private Transaction occurs before the first anniversary of the First Day of Employment, the Employer will pay the Executive an additional retention bonus of CHF 130,000 gross, pro-rated for the portion of fiscal year 2026 that the Executive is to be employed with the Employer following the First Day of Employment, on each of the second and third anniversaries of the First Day of Employment, in each case subject to and dependent upon the Executive’s continued employment with the Employer through that date; provided that if the Company continues to maintain an employee equity plan following the Going-Private Transaction under which it continues to grant new Company stock unit or other Company equity awards to Company employees (other than to Company officers more senior than the Executive) following the Going-Private Transaction, the Employer and the Company will offer the Executive (if he is then still employed with the Employer and not under notice of termination) an opportunity to elect to receive such retention bonus opportunity in the form of a Company equity award (with similar vesting requirements) rather than cash.
oIf a Going-Private Transaction does not occur before the first anniversary of the First Day of Employment, the Company will grant Executive (provided he is then still employed with the Employer and not under notice of termination) an additional award of Company stock units pursuant to the Equity Plan, subject to the Executive’s signing of a restricted stock unit agreement with standard terms and conditions for restricted stock units as determined by the Compensation Committee (the “Second FY26 Annual Award”). The target grant date value for any such Second FY26 Annual Award will be the amount determined by pro-rating USD $300,000 by the portion of fiscal year 2026 that the Executive is to be employed with the Employer following the First Day of Employment; provided that the actual grant date value of any such award will be determined by the Compensation Committee at its sole discretion based upon the achievement by the Company and its subsidiaries and such other considerations (which may include the Executive’s individual performance) as the Compensation Committee may determine. Such grant date value will be determined by the Company in accordance with its policies for valuing its annual equity award grant. If the Second FY26 Annual Award is to be granted, the type of award, the number of shares subject to the award, whether the award will consist of multiple types of awards, applicable vesting requirements, and other terms and conditions of the award will be determined by the Compensation Committee.
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-During each fiscal year of the Company that the Executive is employed with the Employer, beginning with fiscal year 2027 and subject to and dependent upon the Executive remaining employed with the Employer (and not under notice of termination) through the date that the Company grants long-term incentive awards to its senior executive officers for that year, the Executive will be eligible to receive an additional long-term incentive award from the Company or from the Employer. The target grant date value for any such award will be 60% of the Executive’s annual rate of base salary from the Employer in effect on the date of grant of such award; provided that the actual grant date value of each award will be determined by the Compensation Committee at its sole discretion based upon the achievement by the Company and its subsidiaries and such other considerations (which may include the Executive’s individual performance) as the Compensation Committee may determine. The grant date value of each award will be determined by the Company in accordance with its policies for valuing its long-term incentive award grants, and the conversion of Swiss Francs into United States Dollars for purposes of determining the grant date value of such an award will be based on the conversion rate in effect on the applicable grant date with that conversion rate determined using the conversion rate source used by the Company for its financial reporting purposes. The type of award, the number of shares (if any) subject to each award, whether each annual award will consist of multiple types of awards, applicable vesting requirements, and other terms and conditions of each award will be determined by the Compensation Committee, all of which may change from year to year.
-While the Executive is employed with the Employer and during any applicable Garden Leave period, the Executive is entitled to a car allowance of CHF 30,000 gross per year and a housing allowance of CHF 50,000 gross per year. Each of these amounts will be divided by 12 and paid monthly.
-While the Executive is employed with the Employer and during any applicable Garden Leave period, but not beyond the second anniversary of the Executive’s first day of employment with the Employer, the Executive is entitled to a medical allowance of CHF 15,000 gross per year. This amount will be divided by 12 and paid monthly.
The actual value of any equity or other award referenced above may vary based on many considerations, including fluctuations in the value of the Company and whether applicable vesting requirements (which may include performance-based vesting conditions) are satisfied.

Notwithstanding the foregoing, upon termination of the Agreement for any reason, all rights to the Equity Plan, any stock options, restricted stock units, other equity awards, other long-term incentives, and other awards that have not vested at the end date of employment will be immediately lost, except to the extent that payment is due pursuant to the applicable award terms as to any portion of the award that vested in accordance with the applicable award terms prior to such termination. No additional equity, stock option rights, restricted stock units, other equity awards, other long-term incentives, or other awards, will vest after the termination date. For the avoidance of doubt, termination of the Agreement will not impact the Employee's rights related to any equity that has vested on or before the end date of employment.

If the Employer should terminate the Agreement for any reason, other than for good cause (art. 337 CO) and other than due to death or disability, the Executive will be entitled to a gross severance benefit corresponding to an amount of one time the annual base salary from the Employer less the amount of monthly salaries related to the part of the notice period provided in Article 5 above that the Employee will spend, by decision of the Employer, on Garden Leave (if any).


Article 13    Illness or accident

The Executive is insured for occupational as well as non-occupational accidents.

In case of the Executive's inability to perform his duties under this Agreement due to illness, the Executive shall receive his salary according to the terms and conditions of the insurance for loss of earnings due to illness. If there is no insurance for loss earnings due to illness the continuation of salary payment is determined by art. 324a of the Swiss Code of Obligations.

The Employer deducts the contributions for the non-occupational accident insurance and 50% of the contributions for the insurance for loss of earnings due to illness from the Executive’s gross salary.


Article 14    Social contribution and pension plan

The Executive and the Employer shall each pay 50% of the contributions for AHV (Old Age and Survivors' Insurance), IV (Invalidity Insurance), EO (Loss of Earnings) and ALV (Unemployment Insurance).

The Executive shall participate in the Employer’s pension plan. The contributions of each of the Executive and the Employer and the benefits are determined by the rules and regulations of the pension plan itself.

The Executive’s contributions are deducted by the Employer from his gross remuneration pursuant to this Agreement, as well as at sources taxes if applicable.

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Article 15    Non-compete and Non-solicitation obligation

The Executive shall not, for a period of twelve (12) months from the earlier of (a) the end for any reason of the Employment Agreement or (b) the commencement of the period of Garden Leave that immediately precedes the end for any reason of the Employment Agreement, either directly or indirectly solicit, induce, recruit or encourage any of the Employer’s or the Company’s (including its affiliated entities) employees to terminate their employment or consulting relationship with the Employer or with the Company (including its affiliated entities) or to become employed or engaged as a consultant by Executive or any third party.
The Executive hereby undertakes not to, during the employment as well as (to the extent permissible by Swiss law) for a period of twelve (12) months from the earlier of (a) the end for any reason of the Employment Agreement or (b) the commencement of the period of Garden Leave that immediately precedes the end for any reason of the Employment Agreement, directly or indirectly, be it as principal, officer, employee, consultant or otherwise, compete with the Employer, the Company, or any of the Company’s subsidiaries in any way or conduct any preparatory activities for a later competition or solicitation (including, without limitation, working for or being active for, investing in, or lending money to, any company directly or indirectly that is competing with the Employer, the Company or any Company subsidiary (other than investments in a listed company not exceeding 5% of its economic participation or voting rights), or conducting any preparatory activities regarding, assisting any person or entity in doing, or facilitating, any of the above). For the avoidance of doubt, this non-compete undertaking includes any consultancy services the Executive provides to any competitor of the Employer, the Company or any Company subsidiary. Upon request of the Employer, the Executive shall provide the Employer with all information and documents that may reasonably be of assistance to the Employer to protect its rights.
The Employer has the right to demand, in addition to the compensation for damages, the elimination of the breach of contract.


Article 16    Data protection

The Executive agrees that the Employer, as the data controller under data protection law, may collect, store and otherwise process the Executive's personal data (such as name, date of birth, position, address, salary and bank details) and the entire personnel file to the extent necessary to assess the Executive suitability for the employment relationship, to manage and execute the employment relationship and to comply with the employer's statutory obligations, in particular labour law. The Employer collects and processes this data in particular in connection with the recruitment process, for communication with the Executive, in the context of professional development and training as well as for behavioural and performance evaluation of the Executive. In addition, the Employer processes this and other data (such as electronic communication data) as part of any internal investigations into suspected breaches of labour law obligations. In case of any questions or data protection concerns, the following person can be contacted: Andrea Maffina at Andrea.maffina@guess.eu


Article 17    Return of Items and Documents

Upon the Employer's first request, but at the latest at the end of the employment or the start of the garden leave, the Executive shall return to the Employer all (physical and electronic) items, documents, correspondence, drafts and notes concerning the Employer, the Company, and/or any Company subsidiary. There is no right of retention. The Executive is not entitled to keep copies. Where copies cannot be returned for technical reasons (for instance digital copies, data carriers or similar), they must be permanently deleted and the permanent deletion shall be confirmed by the Executive in writing.


Article 18    Miscellaneous

This Agreement (including the documents it refers to) and the Employer's regulations, constitute the entire understanding between the parties relating to the employment relationship; there are no oral or other ancillary agreements. Changes and amendments to this Agreement (including this Article 18) are only valid in writing.

Article 19    Legal basis

For any matter not specifically dealt herein, Swiss substantive law, notably the provisions of the Swiss Code of Obligations, to the exclusion of conflict of law principles, apply to this Employment Agreement.
This Agreement can be validly amended or completed only if agreed in writing between the Parties.
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The court at the domicile or registered office of the defendant or where the Executive normally carries out his work has jurisdiction (article 34 Swiss Civil Procedure Code).
[The remainder of this page has intentionally been left blank. The signature page follows.]


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Place and date: Place and date:
Signature of the Employer: Signature of the Executive
/s/ Carlos Alberini /s/ Alberto Toni
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ANNEX A

Proprietary Information and Inventions Assignment Agreement
EX-99.1 4 a991erq4fy25narrative.htm EX-99.1 Document

Exhibit 99.1
                                
GUESS?, INC. REPORTS FISCAL YEAR 2025 FOURTH QUARTER RESULTS
Fourth Quarter Fiscal 2025 Results:
Revenues Increased to $932 Million, Up 5% in U.S. Dollars and 9% in Constant Currency
Delivered Operating Margin of 11.1%; Adjusted Operating Margin of 11.4%
GAAP EPS of $1.16 and Adjusted EPS of $1.48
Full Fiscal Year 2025 Results:
Revenues Increased to $3.0 Billion, Up 8% in U.S. Dollars and 10% in Constant Currency
Delivered Operating Margin of 5.8%; Adjusted Operating Margin of 6.0%
GAAP EPS of $0.77 and Adjusted EPS of $1.96
Full Fiscal Year 2026 Outlook:
Expects Revenue Increase between 3.9% and 6.2% in U.S. Dollars
Expects GAAP and Adjusted Operating Margins between 4.3% and 5.2% and 4.5% and 5.4%, Respectively
Expects GAAP EPS between $1.03 and $1.37 and Adjusted EPS between $1.32 and $1.76
Plans to Execute Business and Portfolio Optimization Expected to Unlock Approximately $30 Million in Operating Profit in Fiscal Year 2027
LOS ANGELES, April 3, 2025 - Guess?, Inc. (NYSE: GES) today reported financial results for its fourth quarter and full fiscal year ended February 1, 2025.

Carlos Alberini, Chief Executive Officer, commented, “In the fourth quarter, we delivered revenue growth of 5% in U.S. dollars and 9% in constant currency. The growth in the period was primarily driven by the rag & bone acquisition coupled with positive momentum in our wholesale businesses in Europe and the Americas and increased licensing revenues. All of our operating segments posted revenue growth, except for our Asia segment. With this performance, we closed the year with revenue growth of 8% in U.S. dollars and 10% in constant currency. During the year, we delivered solid results with our Licensing segment and our wholesale businesses in Europe and the Americas, but missed our plans for our direct-to-consumer business due to slower customer traffic in North America and Asia. All considered, for the year we reached almost $3 billion in revenues and $174 million and $180 million in GAAP and adjusted operating earnings, respectively. Importantly, this year we reached a significant milestone for our Company, as we executed our first acquisition in Guess’s history, with the addition of rag & bone to our portfolio.”
Paul Marciano, Co-Founder and Chief Creative Officer, commented, “Over the last 44 years, we have built a significant global business supported by a powerful platform that integrates multiple product categories and strong capabilities. This infrastructure has fueled the development and growth of the Guess brand in more than 100 countries. Since the inception of our Company, we have built strong relationships with key partners to optimize our performance, offering customers the best products and providing a great shopping experience in any place in the world we choose to do business. We have great teams that work relentlessly with all our partners to perfect our model. We are very proud of what we have built together and want to thank them for their great contributions. We see great opportunities ahead for our Company and remain fully committed to maximizing our potential in the years to come.”
Mr. Alberini concluded, “As we enter fiscal year 2026, we are excited about our growth opportunities for our core Guess business, our recently launched Guess Jeans brand and our just acquired rag & bone business. We are focusing our strategic initiatives on increasing direct-to-consumer sales productivity globally and improving profitability through business and portfolio optimization.
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In connection with this, after many years of running our own direct operations in Greater China, we believe there is an opportunity for this market to be directly developed and managed by a local, highly experienced partner. We have already met several potential candidates for consideration and we expect for this transition to be completed before the end of this fiscal year. In North America, we see an opportunity to streamline our Guess full price store portfolio by exiting non-strategic, unprofitable locations, and to reduce costs by consolidating some of our infrastructure supporting this business. Our fiscal 2026 outlook includes the anticipated impact from these actions and we expect that, together, they will unlock approximately $30 million in operating profit in fiscal 2027.”
Non-GAAP Information
This press release contains non-GAAP financial measures, including certain adjusted results of operations and outlook measures, constant currency information and free cash flow measures. See the heading “Presentation of Non-GAAP Information” for further information and the accompanying tables for a reconciliation to the comparable GAAP financial measure.
rag & bone Acquisition
On April 2, 2024, the Company and global brand management firm WHP Global completed the previously announced acquisition of New York-based fashion brand rag & bone. Under the terms of the agreement, the Company acquired all the rag & bone operating assets and assumed the related operating liabilities of the business. In addition, a joint venture owned 50% each by the Company and WHP Global acquired rag & bone’s intellectual property. As of April 2, 2024, the Company integrated rag & bone into its existing segments.
Fourth Quarter Fiscal 2025 Results
For the fourth quarter of the fiscal year ended February 1, 2025 (“fiscal 2025”), the Company recorded GAAP net earnings of $81.4 million, a 29% decrease from $115.3 million for the same prior-year quarter. The results for the fourth quarter of fiscal 2025 included a net $18.9 million unrealized loss due to the change in fair value of the derivatives related to the Company’s convertible senior notes due 2028 and the related convertible note hedge. GAAP diluted net earnings per share (“EPS”) decreased 32% to $1.16 for the fourth quarter of fiscal 2025, compared to $1.71 for the same prior-year quarter. The Company estimates a positive impact from its share buybacks of $0.05 and a negative impact from currency of $0.13 on GAAP diluted EPS in the fourth quarter of fiscal 2025 when compared to the same prior-year quarter.
For the fourth quarter of fiscal 2025, the Company’s adjusted net earnings were $77.7 million, a 30% decrease from $110.8 million for the same prior-year quarter. Adjusted diluted EPS decreased 26% to $1.48, compared to $2.01 for the same prior-year quarter. The Company estimates a positive impact from its share buybacks of $0.09 and a negative impact from currency of $0.17 on adjusted diluted EPS in the fourth quarter of fiscal 2025 when compared to the same prior-year quarter.
Net Revenue. Total net revenue for the fourth quarter of fiscal 2025 increased 5% to $932.3 million from $891.1 million in the same prior-year quarter. In constant currency, net revenue increased by 9%.
•Europe revenues increased 2% in U.S. dollars and 7% in constant currency. Retail comparable sales (including e-commerce) remained relatively flat in U.S. dollars and increased 5% in constant currency. The inclusion of our e-commerce sales positively impacted the retail comparable sales percentage by 1% in both U.S. dollars and constant currency.
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•Americas Retail revenues increased 4% in U.S. dollars and 6% in constant currency. Retail comparable sales (including e-commerce) decreased 14% in U.S. dollars and 11% in constant currency. The inclusion of our e-commerce sales negatively impacted the retail comparable sales percentage by 1% in both U.S. dollars and constant currency.
•Americas Wholesale revenues increased 63% in U.S. dollars and 69% in constant currency.
•Asia revenues decreased 15% in U.S. dollars and 11% in constant currency. Retail comparable sales (including e-commerce) decreased 16% in U.S. dollars and 11% in constant currency. The inclusion of our e-commerce sales negatively impacted the retail comparable sales percentage by 2% in U.S. dollars and 3% in constant currency.
•Licensing revenues increased 18% in both U.S. dollars and constant currency.
Earnings from Operations. GAAP earnings from operations for the fourth quarter of fiscal 2025 decreased 28.4% to $103.6 million (including a $6.4 million unfavorable currency translation impact), from $144.8 million in the same prior-year quarter. GAAP operating margin in the fourth quarter of fiscal 2025 decreased 5.2% to 11.1%, from 16.3% for the same prior-year quarter, driven primarily by higher expenses, primarily due to a net positive impact from the settlement of a previously-disclosed stockholder derivative lawsuit recognized in the same prior-year quarter and higher advertising expenses and store costs, and the impact of newly acquired businesses, partially offset by lower performance-based compensation. The negative impact of currency on operating margin for the quarter was approximately 10 basis points.
For the fourth quarter of fiscal 2025, adjusted earnings from operations decreased 18.2% to $106.5 million, from $130.2 million in the same prior-year quarter. Adjusted operating margin decreased 3.2% to 11.4%, from 14.6% for the same prior-year quarter, driven primarily by higher expenses, higher advertising expenses and store costs, and the impact of newly acquired businesses, partially offset by lower performance-based compensation.

•Operating margin for the Company’s Europe segment decreased 2.6% to 15.4% in the fourth quarter of fiscal 2025, from 18.0% in the same prior-year quarter, driven primarily by higher expenses and the impact of newly acquired businesses, partially offset by lower markdowns.
•Operating margin for the Company’s Americas Retail segment decreased 6.1% to 8.9% in the fourth quarter of fiscal 2025, from 15.0% in the same prior-year quarter, driven primarily by the unfavorable impact from negative retail comparable sales, higher expenses and the impact of higher markdowns.
•Operating margin for the Company’s Americas Wholesale segment decreased 15.7% to 12.8% in the fourth quarter of fiscal 2025, from 28.5% in the same prior-year quarter, driven primarily by the impact of newly acquired businesses and lower product margin.
•Operating margin for the Company’s Asia segment decreased 3.5% to 1.3% in the fourth quarter of fiscal 2025, from 4.8% in the same prior-year quarter, driven primarily by the unfavorable impact of lower revenues and lower product margin.
•Operating margin for the Company’s Licensing segment increased 2.1% to 94.8% in the fourth quarter of fiscal 2025, from 92.7% in the same prior-year quarter, mainly driven by lower expenses.
Other income (expense), net. Other expense, net for the fourth quarter of fiscal 2025 was $23.4 million compared to other income, net of $13.2 million for the same prior-year quarter. The change was primarily due to the fair value remeasurement of derivatives related to the Company’s convertible senior notes due 2028 and the related convertible note hedge resulting in a net unrealized loss of $18.9 million during the fourth quarter of fiscal 2025, a realized gain on sale of other assets in the same prior-year quarter and lower net unrealized gains on the Company’s SERP-related assets compared to the same prior-year quarter, partially offset by net unrealized gains on foreign exchange currency contracts compared net unrealized losses in the same prior-year quarter.
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Full Year Fiscal 2025 Results
For fiscal 2025, the Company recorded GAAP net earnings of $60.4 million, a 70% decrease from $198.2 million for the fiscal year ended February 3, 2024 (“fiscal 2024”). The results for fiscal 2025 included a net $60.7 million unrealized loss due to the change in fair value of the derivatives related to the Company’s convertible senior notes due 2028 and the related convertible note hedge. GAAP diluted EPS decreased 75% to $0.77 for fiscal 2025, compared to $3.09 during fiscal 2024. The Company estimates a positive impact from its share buybacks of $0.03 and a negative impact from currency of $0.23 on GAAP diluted EPS for fiscal 2025 when compared to fiscal 2024.
For fiscal 2025, the Company recorded adjusted net earnings of $104.5 million, a 40% decrease from $174.0 million for fiscal 2024. Adjusted diluted EPS decreased 38% to $1.96, compared to $3.14 for fiscal 2024. The Company estimates its share buybacks had a positive impact of $0.10 and currency had a negative impact of $0.28 on adjusted diluted EPS during fiscal 2025 when compared to fiscal 2024.
Net Revenue. Total net revenue for fiscal 2025 increased 8% to $3.00 billion, from $2.78 billion in fiscal 2024. In constant currency, net revenue increased by 10%.
•Europe revenues increased 4% in U.S. dollars and 7% in constant currency. Retail comparable sales (including e-commerce) increased 3% in U.S. dollars and 6% in constant currency. The inclusion of our e-commerce sales positively impacted the retail comparable sales percentage by 1% in U.S. dollars and a minimal amount in constant currency.
•Americas Retail revenues increased 6% in U.S. dollars and 7% in constant currency. Retail comparable sales (including e-commerce) decreased 12% in U.S. dollars and 11% in constant currency. The inclusion of our e-commerce sales had a minimal impact on the retail comparable sales percentage in both U.S. dollars and constant currency.
•Americas Wholesale revenues increased 63% in U.S. dollars and 65% in constant currency.
•Asia revenues decreased 5% in U.S. dollars and 2% in constant currency. Retail comparable sales (including e-commerce) decreased 14% in U.S. dollars and 11% in constant currency. The inclusion of our e-commerce sales negatively impacted the retail comparable sales percentage by 1% in both U.S. dollars and constant currency.
•Licensing revenues increased 10% in both U.S. dollars and constant currency.
Earnings from Operations. GAAP earnings from operations for fiscal 2025 decreased 34.0% to $173.8 million (including a gain of $13.8 million on the sale of the U.S. distribution center during the second quarter of fiscal 2025 and a $15.7 million unfavorable currency translation impact), from $263.3 million in fiscal 2024. GAAP operating margin in fiscal 2024 decreased 3.7% to 5.8%, from 9.5% in fiscal 2024, driven primarily by higher expenses, including higher advertising expenses and store costs, a net positive impact from the settlement of a previously-disclosed stockholder derivative lawsuit recognized in the prior year, separation charges and transaction costs, the unfavorable impact of newly acquired businesses and the unfavorable currency impact, partially offset by the favorable impact of higher revenues, higher initial markups and a gain on the sale of assets. The negative impact of currency on operating margin for fiscal 2025 was approximately 30 basis points.
For fiscal 2025, adjusted earnings from operations decreased 29.6% to $179.5 million, from $255.0 million in fiscal 2024. Adjusted operating margin decreased 3.2% to 6.0% for fiscal 2025, from 9.2% in fiscal 2024, driven primarily by higher expenses, including higher advertising expenses and store costs, the unfavorable impact of newly acquired businesses and the unfavorable currency impact, partially offset by the favorable impact of higher revenues and higher initial markups.
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•Operating margin for the Company’s Europe segment decreased 2.1% to 9.5% in fiscal 2025, from 11.6% in fiscal 2024, driven primarily by higher expenses and the unfavorable impact of currency, partially offset by the favorable impact of higher revenues and higher initial markups.
•Operating margin for the Company’s Americas Retail segment decreased 7.0% to 1.0% in fiscal 2025, from 8.0% in fiscal 2024, driven primarily by the unfavorable impact from negative retail comparable sales and higher expenses.
•Operating margin for the Company’s Americas Wholesale segment decreased 7.0% to 20.2% in fiscal 2025, from 27.2% in fiscal 2024, driven primarily by the impact of newly acquired businesses, higher expenses and lower product margin, partially offset by the favorable impact of higher revenues.
•Operating margin for the Company’s Asia segment decreased 2.1% to 0.8% in fiscal 2025, from 2.9% in fiscal 2024, driven primarily by higher expenses.
•Operating margin for the Company’s Licensing segment decreased 0.3% to 93.0% in fiscal 2025, from 93.3% in fiscal 2024, mainly due to the unfavorable impact of higher expenses.
Loss on Extinguishment of Debt. In March 2024, the Company issued approximately $12.1 million principal amount of additional convertible senior notes due April 2028 (together with the additional convertible senior notes issued in January 2024, the “Additional 2028 Notes”) in exchange for approximately $14.6 million of its outstanding convertible senior notes due April 2024 (the “2024 Notes”). The Additional 2028 Notes have the same terms, constitute a single series with, and have the same CUSIP number as the other outstanding convertible senior notes due April 2028 (together with the Additional 2028 Notes, the “2028 Notes”; collectively with the 2024 Notes, the “Notes”). Immediately following the closing of this transaction, approximately $33.5 million of the 2024 Notes remained outstanding, all of which were settled upon maturity during April 2024. As a result of the transaction, the Company recognized a $2.0 million loss on extinguishment of debt during the first quarter of fiscal 2025.
Other expense, net. Other expense, net for fiscal 2025 was $73.4 million compared to $5.1 million in fiscal 2024. The change was primarily due to the fair value remeasurement of derivatives related to the Company’s convertible senior notes due 2028 and the related convertible note hedge resulting in a net unrealized loss of $60.7 million during fiscal 2025, a net gain on sale of other assets in fiscal 2024, higher net realized losses from foreign currency exposures compared to fiscal 2024, partially offset by higher net realized and unrealized gains on foreign exchange currency contracts compared to fiscal 2024.
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Outlook
The Company’s expectations for the first quarter and full fiscal year 2026 are as follows:
Outlook for Total Company1
First Quarter of Fiscal 2026
 Fiscal 2026
Consolidated net revenue in U.S. dollars increase between 5.8% and 7.5% increase between 3.9% and 6.2%
GAAP operating margin (5.6)% to (4.7)% 4.3% to 5.2%
Adjusted operating margin (5.6)% to (4.7)% 4.5% to 5.4%
GAAP earnings (loss) from operations $(35) million to $(30) million $133 million to $165 million
Adjusted earnings (loss) from operations $(35) million to $(30) million $140 million to $172 million
GAAP diluted EPS $(0.75) to $(0.66) $1.03 to $1.37
Adjusted diluted EPS $(0.74) to $(0.65) $1.32 to $1.76
______________________________________________________________________
See page 19 for footnotes.
A reconciliation of the Company’s outlook for GAAP operating margin to adjusted operating margin and GAAP diluted EPS to adjusted diluted EPS for the first quarter and full fiscal year 2026 is as follows:
Reconciliation of GAAP Outlook to Adjusted Outlook1
First Quarter of Fiscal 2026
Fiscal 2026
GAAP operating margin (5.6)% to (4.7)% 4.3% to 5.2%
Restructuring charges2
 — 0.2%
Adjusted operating margin (5.6)% to (4.7)% 4.5% to 5.4%
GAAP earnings (loss) from operations $(35) million to $(30) million $133 million to $165 million
Restructuring charges2
 — $7 million
Adjusted earnings (loss) from operations $(35) million to $(30) million $140 million to $172 million
GAAP diluted EPS $(0.75) to $(0.66) $1.03 to $1.37
Restructuring charges2
 — 0.08
Amortization of debt discount2
 0.01 0.04
Convertible notes if-converted method2
 — 0.17 to 0.27
Adjusted diluted EPS $(0.74) to $(0.65) $1.32 to $1.76
______________________________________________________________________________
See page 19 for footnotes.
6

The Company’s expectations of the high-end for the free cash flow outlook for the full fiscal year 2026 are as follows (in millions):
Free Cash Flow Outlook for Total Company1
Fiscal 2026
Net cash provided by operating activities $125
Less: Purchases of property and equipment (65)
Less: Payments for property and equipment under finance leases (5)
Free cash flow $55
______________________________________________________________________
See page 19 for footnotes.
Dividends
The Company’s Board of Directors approved a quarterly cash dividend of $0.30 per share on the Company’s common stock. The dividend will be payable on May 2, 2025 to shareholders of record as of the close of business on April 16, 2025.
Share Repurchases
On March 25, 2024, the Board of Directors authorized a new $200.0 million share repurchase program. On March 28, 2024, in connection with the additional exchange and subscription offering related to the 2024 Notes and the 2028 Notes, the Company repurchased approximately 0.3 million shares of its common stock for $10.3 million through broker-assisted market transactions. During fiscal 2025, the Company also repurchased approximately 2.3 million shares of its common stock in open market transactions totaling $50.0 million, leaving a capacity of $139.8 million under the share repurchase program. Combined, these transactions resulted in the repurchase of approximately 2.6 million shares for $60.3 million during the fiscal 2025, all of which occurred during the six months ended August 3, 2024.
Presentation of Non-GAAP Information
The financial information presented in this release includes non-GAAP financial measures, such as adjusted results and outlook, constant currency financial information and free cash flows. The adjusted measures exclude the impact of certain professional service and legal fees and related (credits) costs, transaction costs in connection with the Company’s acquisition of rag & bone, separation charges related to the transition of the operations of the Company’s U.S. distribution center, gain on the sale of the U.S. distribution center and settlement of the related interest rate swap, asset impairment charges, net (gains) losses on lease modifications, loss on extinguishment of debt, non-cash amortization of debt discount of the Company’s convertible senior notes, fair value remeasurement of derivatives related to the 2028 Notes and the related convertible note hedge, restructuring costs and charges expected to be incurred in connection with the planned exit of certain retail stores in North America, the related income tax effects of the foregoing items and the impact from certain discrete income tax adjustments related primarily to the write off from a previously recorded liability of a one-time mandatory transition tax on accumulated foreign earnings in fiscal 2025 and to the consolidation of certain business functions into Switzerland in fiscal 2024, in each case where applicable. The weighted average diluted shares outstanding used for adjusted diluted EPS excludes the dilutive impact of the Notes, based on the bond hedge contracts in place. These non-GAAP measures are provided in addition to, and not as alternatives for, the Company’s reported GAAP results and outlook.
The Company has excluded these items from its adjusted financial measures primarily because it believes these items are not indicative of the underlying performance of its business and the adjusted financial information provided is useful for investors to evaluate the comparability of the Company’s operating results and its future outlook (when reviewed in conjunction with the Company’s GAAP financial statements and GAAP future outlook).
7

A reconciliation of reported GAAP results and outlook to comparable non-GAAP results and outlook is provided in the accompanying tables.
This release includes certain constant currency financial information. Foreign currency exchange rate fluctuations affect the amount reported from translating the Company’s foreign revenue, expenses and balance sheet amounts into U.S. dollars. These rate fluctuations can have a significant effect on reported operating results under GAAP. The Company provides constant currency information to enhance the visibility of underlying business trends, excluding the effects of changes in foreign currency translation rates. To calculate net revenue and earnings (loss) from operations on a constant currency basis, actual or forecasted results for the current-year period are translated into U.S. dollars at the average exchange rates in effect during the comparable period of the prior year. The constant currency calculations do not adjust for the impact of revaluing specific transactions denominated in a currency different from the functional currency of that entity when exchange rates fluctuate. However, in calculating the estimated impact of currency on our earnings (loss) per share for our actual or forecasted results, the Company estimates gross margin (including the impact of merchandise-related hedges) and expenses using the appropriate prior-year rates, translates the estimated foreign earnings at the comparable prior-year rates, and considers the year-over-year earnings impact of gains or losses arising from balance sheet remeasurement and foreign currency contracts not designated as merchandise hedges. The constant currency information presented may not be comparable to similarly titled measures reported by other companies.
The Company includes information regarding its free cash flows in this release. The Company calculates free cash flows as cash flows from operating activities less (i) purchases of property and equipment and (ii) payments for property and equipment under finance leases. Free cash flows are not intended to be an alternative to cash flows from operating activities as a measure of liquidity, but rather to provide additional visibility to investors regarding how much cash is generated for discretionary and non-discretionary items after deducting purchases of property and equipment and payments for property and equipment under finance leases. Free cash flow information presented may not be comparable to similarly titled measures reported by other companies. A reconciliation of reported and expected GAAP cash flows from operating activities to the comparable non-GAAP free cash flow measure is provided in the accompanying tables.
Investor Conference Call
The Company will hold a conference call at 4:45 pm (ET) on April 3, 2025 to discuss the news announced in this press release. A live webcast of the conference call will be accessible at www.guess.com via the “Investor Relations” link. The webcast will be archived on the website for 30 days.
About Guess?
Guess?, Inc. designs, markets, distributes and licenses a lifestyle collection of contemporary apparel, denim, handbags, watches, eyewear, footwear and other related consumer products. Guess? products are distributed through branded Guess? stores as well as better department and specialty stores around the world. On April 2, 2024, the Company acquired all the operating assets and a 50% interest in the intellectual property assets of New York-based fashion brand rag & bone, a leader in the American fashion scene, directly operating stores in the U.S. and in the U.K., and also available in high-end boutiques, department stores and through e-commerce globally. As of February 1, 2025, the Company directly operated 1,070 retail stores in Europe, the Americas and Asia. The Company’s partners and distributors operated 527 additional retail stores worldwide. As of February 1, 2025, the Company and its partners and distributors operated in approximately 100 countries worldwide. For more information about the Company, please visit www.guess.com.

8

Forward-Looking Statements

Except for historical information contained herein, certain matters discussed in this press release or the related conference call and webcast, including statements concerning the Company’s expectations, goals, future prospects, and current business strategies and strategic initiatives; statements concerning the Company’s planned restructuring actions and expected costs and charges related to these plans, including the amount and timing of such charges; statements concerning the Company’s business and portfolio optimization plans, including its plans for its businesses in Greater China (consisting of mainland China, Hong Kong, Macau and Taiwan) and North America; statements concerning the Company’s plans and expectations for its recently-acquired rag & bone business; statements concerning our expectations regarding the consumer spending environment; statements concerning the Company’s future outlook, including with respect to the first quarter and full year of fiscal 2026; and statements expressing optimism or pessimism about future operating results and growth opportunities are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements, which are frequently indicated by terms such as “expect,” “could,” “will,” “should,” “goal,” “strategy,” “believe,” “estimate,” “continue,” “outlook,” “plan,” “create,” “see,” and similar terms, are only expectations, and involve known and unknown risks and uncertainties, which may cause actual results in future periods to differ materially from what is currently anticipated.
Factors which may cause actual results in future periods to differ materially from current expectations include, among others: our ability to maintain our brand image and reputation; changes in consumer confidence or discretionary consumer spending; sanctions and export controls targeting Russia and other impacts related to the war in Ukraine; impacts related to the Israel-Hamas war; impacts related to public health crises; risks relating to our indebtedness; changes to estimates related to impairments, inventory and other reserves; changes in the competitive marketplace and in our commercial relationships; our ability to anticipate and adapt to changing consumer preferences and trends; our ability to manage our inventory commensurate with customer demand; the high concentration of our Americas Wholesale business; risks related to the costs and timely delivery of merchandise to our distribution facilities, stores and wholesale customers, including risks related to the current Red Sea supply chain crisis; unexpected or unseasonable weather conditions, catastrophic events or natural disasters; our ability to effectively operate our various retail concepts; our ability to successfully and/or timely implement our growth strategies and other strategic initiatives; our ability to find a suitable partner in Greater China; risks that we may be required to incur additional restructuring charges related to our businesses in Greater China and North America; risks that costs associated with any restructuring activities may be lower than expected; risks that the anticipated benefit from our business and portfolio optimization plans may not be realized in full or on the anticipated timeline; our ability to complete our restructuring plans on the anticipated timeline or at all; our ability to complete or integrate acquisitions or alliances; uncertainties regarding our ability to realize operational efficiencies and other anticipated synergies, expansion plans and other benefits from the rag & bone acquisition in the timeframe expected or at all; our ability to successfully enhance our global omni-channel capabilities; our ability to expand internationally and operate in regions where we have less experience; risks relating to our convertible senior notes, including our ability to settle the liabilities in cash and risks related to the impact of stock price volatility on our fair value remeasurement of derivatives related to our 2028 Notes and the related convertible note hedge; disruptions at our distribution facilities, including potential challenges related to the conversion of our self-operated U.S. distribution center to a third-party provider; our ability to attract and retain management and other key personnel; obligations or changes in estimates arising from new or existing litigation, income tax and other regulatory proceedings; errors in our assumptions, estimates and judgments related to tax matters; changes in U.S. or foreign income tax or tariff policy, including changes to tariffs on imports into the U.S.; accounting adjustments to our unaudited financial statements; future non-cash asset impairments, including goodwill, right-of-use lease assets and/or other store asset impairments; violations of, or changes to, domestic or international laws and regulations; risks associated with the acts or omissions of our licensees and third party vendors, including a failure to comply with our vendor code of conduct or other policies; risks associated with cyber-security incidents and other cyber-security risks; risks associated with our ability to properly collect, use, manage and secure
9

consumer and employee data; risks associated with our vendors’ ability to maintain the strength and security of information systems; changes in economic, political, social and other conditions affecting our foreign operations and sourcing, including the impact of currency fluctuations, global income tax rates and economic and market conditions in the various countries in which we operate; impacts of inflation and further inflationary pressures; fluctuations in quarterly performance; slowing in-person customer traffic; increases in labor costs; increases in wages; risks relating to activist investor activity; and the significant voting power of our founders.
In addition to these factors, the economic, technological, managerial, and other risks identified in the Company’s most recent annual report on Form 10-K and other filings with the Securities and Exchange Commission, including but not limited to the risk factors discussed therein, could cause actual results to differ materially from current expectations. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Contact: Guess?, Inc.
Fabrice Benarouche
Senior Vice President Finance, Investor Relations and Chief Accounting Officer
(213) 765-5578
Source: Guess?, Inc.
10

Guess?, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
(amounts in thousands, except per share data)
Three Months Ended Fiscal Year Ended
Feb 1, 2025 Feb 3, 2024 Feb 1, 2025 Feb 3, 2024
Product sales $ 898,975  96.4  % $ 862,746  96.8  % $ 2,870,895  95.8  % $ 2,663,282  95.9  %
Net royalties 33,277  3.6  % 28,304  3.2  % 124,378  4.2  % 113,248  4.1  %
Net revenue 932,252  100.0  % 891,050  100.0  % 2,995,273  100.0  % 2,776,530  100.0  %
Cost of product sales 521,183  55.9  % 486,068  54.6  % 1,694,283  56.6  % 1,553,950  56.0  %
Gross profit 411,069  44.1  % 404,982  45.4  % 1,300,990  43.4  % 1,222,580  44.0  %
Selling, general and administrative expenses 305,455  32.8  % 259,330  29.1  % 1,134,643  37.9  % 954,078  34.4  %
Asset impairment charges 2,115  0.2  % 594  0.0  % 6,624  0.2  % 6,887  0.2  %
Net (gains) losses on lease modifications —  —  % 232  0.0  % (718) (0.0  %) (1,662) (0.1  %)
Gain on sale of assets —  —  % —  —  % (13,781) (0.5  %) —  —  %
(Gain) loss on equity method investment (150) (0.0  %) —  —  % 409  0.0  % —  —  %
Earnings from operations 103,649  11.1  % 144,826  16.3  % 173,813  5.8  % 263,277  9.5  %
Other income (expense):
Interest expense (7,855) (0.8  %) (5,933) (0.7  %) (30,067) (1.0  %) (21,816) (0.8  %)
Interest income 2,820  0.3  % 3,543  0.4  % 12,038  0.4  % 12,100  0.4  %
Loss on extinguishment of debt
 —  —  % (4,655) (0.5  %) (1,952) (0.1  %) (12,351) (0.4  %)
Other, net (23,427) (2.5  %) 13,152  1.4  % (73,359) (2.4  %) (5,075) (0.2  %)
Earnings before income tax expense (benefit) 75,187  8.1  % 150,933  16.9  % 80,473  2.7  % 236,135  8.5  %
Income tax expense (benefit) (9,076) (0.9  %) 30,788  3.4  % 9,695  0.3  % 25,418  0.9  %
Net earnings 84,263  9.0  % 120,145  13.5  % 70,778  2.4  % 210,717  7.6  %
Net earnings attributable to noncontrolling interests 2,864  0.3  % 4,875  0.6  % 10,355  0.4  % 12,518  0.5  %
Net earnings attributable to Guess?, Inc. $ 81,399  8.7  % $ 115,270  12.9  % $ 60,423  2.0  % $ 198,199  7.1  %
Net earnings per common share attributable to common stockholders:
Basic $ 1.58  $ 2.15  $ 1.15  $ 3.67 
Diluted
 $ 1.16  $ 1.71  $ 0.77  $ 3.09 
Weighted average common shares outstanding attributable to common stockholders:
Basic 50,934  52,990  51,769  53,329 
Diluted
 67,681  68,600  68,594  69,782 
Effective income tax rate (12.1  %) 20.4  % 12.0  % 10.8  %
Adjusted selling, general and administrative expenses3:
 $ 304,715  32.7  % $ 274,759  30.8  % $ 1,121,044  37.4  % $ 967,546  34.8  %
Adjusted earnings from operations3:
 $ 106,504  11.4  % $ 130,223  14.6  % $ 179,537  6.0  % $ 255,034  9.2  %
Adjusted net earnings attributable to Guess?, Inc.3:
 $ 77,702  8.3  % $ 110,805  12.4  % $ 104,510  3.5  % $ 174,036  6.3  %
Adjusted weighted average common shares outstanding attributable to common stockholders:
Adjusted Diluted3,4
 51,800  54,580  52,864  54,661 
Adjusted net earnings per common share attributable to common stockholders:
Adjusted Diluted3,4
 $ 1.48  $ 2.01  $ 1.96  $ 3.14 
Adjusted effective income tax rate3:
 17.6  % 17.5  % 24.0  % 22.2  %
__________________________________________________________________
See page 19 for footnotes.
11

Guess?, Inc. and Subsidiaries
Reconciliation of GAAP Results to Adjusted Results
(dollars in thousands)
The reconciliations of (i) reported GAAP selling, general and administrative expenses to adjusted selling, general and administrative expenses, (ii) reported GAAP earnings from operations to adjusted earnings from operations, (iii) reported GAAP net earnings attributable to Guess?, Inc. to adjusted net earnings attributable to Guess?, Inc., and (iv) reported GAAP income tax expense (benefit) to adjusted income tax expense are as follows:
Three Months Ended Fiscal Year Ended
Feb 1, 2025 Feb 3, 2024 Feb 1, 2025 Feb 3, 2024
Reported GAAP selling, general and administrative expenses $ 305,455  $ 259,330  $ 1,134,643  $ 954,078 
Certain professional service and legal fees and related credits (costs)5
 (740) 15,994  (798) 14,033 
Transaction costs6
 —  (565) (5,726) (565)
Separation charges7
 —  —  (7,075) — 
Adjusted selling, general and administrative expenses3
 $ 304,715  $ 274,759  $ 1,121,044  $ 967,546 
Reported GAAP earnings from operations $ 103,649  $ 144,826  $ 173,813  $ 263,277 
Certain professional service and legal fees and related (credits) costs5
 740  (15,994) 798  (14,033)
Transaction costs6
 —  565  5,726  565 
Separation charges7
 —  —  7,075  — 
Asset impairment charges8
 2,115  594  6,624  6,887 
Net (gains) losses on lease modifications9
 —  232  (718) (1,662)
Gain on sale of assets10
 —  —  (13,781) — 
Adjusted earnings from operations3
 $ 106,504  $ 130,223  $ 179,537  $ 255,034 
Reported GAAP net earnings attributable to Guess?, Inc. $ 81,399  $ 115,270  $ 60,423  $ 198,199 
Certain professional service and legal fees and related (credits) costs5
 740  (15,994) 798  (14,033)
Transaction costs6
 —  565  5,726  565 
Separation charges7
 —  —  7,075  — 
Asset impairment charges8
 2,115  594  6,624  6,887 
Net (gains) losses on lease modifications9
 —  232  (718) (1,662)
Loss on extinguishment of debt11
 —  4,655  1,952  12,351 
Amortization of debt discount12
 775  271  3,025  622 
Fair value remeasurement of derivatives13
 18,942  (998) 60,737  (998)
Gain on sale of assets10
 —  —  (14,569) — 
Discrete income tax adjustments14
 (25,395) 3,815  (24,553) (26,854)
Income tax impact from adjustments15
 (874) 2,395  (2,010) (1,041)
Total adjustments affecting net earnings attributable to Guess?, Inc. (3,697) (4,465) 44,087  (24,163)
Adjusted net earnings attributable to Guess?, Inc.3
 $ 77,702  $ 110,805  $ 104,510  $ 174,036 
Reported GAAP income tax expense (benefit) $ (9,076) $ 30,788  $ 9,695  $ 25,418 
Discrete income tax adjustments14
 25,395  (3,815) 24,553  26,854 
Income tax impact from adjustments15
 874  (2,395) 2,010  1,041 
Adjusted income tax expense3
 $ 17,193  $ 24,578  $ 36,258  $ 53,313 
Adjusted effective income tax rate3
 17.6  % 17.5  % 24.0  % 22.2  %
__________________________________________________________________
See page 19 for footnotes.





12

Guess?, Inc. and Subsidiaries
Reconciliation of GAAP Results to Adjusted Results
(dollars in thousands)
The reconciliation of reported GAAP diluted earnings per share to adjusted diluted earnings per share is as follows:

Three Months Ended Fiscal Year Ended
Feb 1, 2025 Feb 3, 2024 Feb 1, 2025 Feb 3, 2024
Reported GAAP diluted earnings per share $ 1.16  $ 1.71  $ 0.77  $ 3.09 
Certain professional service and legal fees and related (credits) costs5,16
 0.01  (0.18) 0.01  (0.15)
Transaction costs6,16
 —  0.01  0.07  0.01 
Separation charges7,16
 —  —  0.08  — 
Asset impairment charges8,16
 0.02  0.01  0.08  0.07 
Net (gains) losses on lease modifications9,16
 —  0.00  (0.01) (0.02)
Loss on extinguishment of debt11,16
 —  0.05  0.02  0.13 
Amortization of debt discount12,16
 0.01  0.00  0.03  0.01 
Fair value remeasurement of derivatives13
 0.28  (0.01) 0.89  (0.01)
Gain on sale of assets10,16
 —  —  (0.17) — 
Discrete income tax adjustments14
 (0.37) 0.06  (0.36) (0.38)
Convertible notes if-converted method4
 0.37  0.36  0.55  0.39 
Adjusted diluted earnings per share3,4
 $ 1.48  $ 2.01  $ 1.96  $ 3.14 
__________________________________________________________________
See page 19 for footnotes.
13

Guess?, Inc. and Subsidiaries
Consolidated Segment Data
(dollars in thousands)
Three Months Ended Fiscal Year Ended
Feb 1, 2025 Feb 3, 2024 % change Feb 1, 2025 Feb 3, 2024 % change
Net revenue:
Europe $ 493,848  $ 484,623  2% $ 1,529,380  $ 1,475,604  4%
Americas Retail 254,611  245,924  4% 753,052  710,908  6%
Americas Wholesale 80,617  49,542  63% 325,998  199,903  63%
Asia 69,899  82,657  (15%) 262,465  276,867  (5%)
Licensing 33,277  28,304  18% 124,378  113,248  10%
Total net revenue
 $ 932,252  $ 891,050  5% $ 2,995,273  $ 2,776,530  8%
Earnings from operations:
Europe $ 76,134  $ 87,382  (13%) $ 145,565  $ 171,726  (15%)
Americas Retail 22,620  36,769  (38%) 7,435  56,829  (87%)
Americas Wholesale 10,282  14,139  (27%) 65,799  54,403  21%
Asia 908  3,970  (77%) 2,144  7,897  (73%)
Licensing 31,546  26,230  20% 115,656  105,649  9%
Reconciliation to total earnings from operations:
Corporate overhead (35,726) (22,838) 56% (170,661) (128,002) 33%
Asset impairment charges (2,115) (594) 256% (6,624) (6,887) (4%)
Net gains (losses) on lease modifications —  (232) (100%) 718  1,662  (57%)
Gain on sale of assets —  —  13,781  — 
Total earnings from operations $ 103,649  $ 144,826  (28%) $ 173,813  $ 263,277  (34%)
Operating margins:
Europe 15.4  % 18.0  % 9.5  % 11.6  %
Americas Retail 8.9  % 15.0  % 1.0  % 8.0  %
Americas Wholesale 12.8  % 28.5  % 20.2  % 27.2  %
Asia 1.3  % 4.8  % 0.8  % 2.9  %
Licensing 94.8  % 92.7  % 93.0  % 93.3  %
GAAP operating margin for total Company 11.1  % 16.3  % 5.8  % 9.5  %
Certain professional service and legal fees and related (credits) costs3,5
 0.1  % (1.8  %) 0.0  % (0.4  %)
Transaction costs3,6
 —  % 0.1  % 0.2  % 0.0  %
Separation charges3,7
 —  % —  % 0.3  % —  %
Asset impairment charges3,8
 0.2  % 0.0  % 0.2  % 0.2  %
Net (gains) losses on lease modifications3,9
 —  % 0.0  % (0.0  %) (0.1  %)
Gain on sale of assets3,10
 —  % —  % (0.5  %) —  %
Adjusted operating margin for total Company3
 11.4  % 14.6  % 6.0  % 9.2  %
______________________________________________________________________
See page 19 for footnotes.

14

Guess?, Inc. and Subsidiaries
Constant Currency Financial Measures
(dollars in thousands)
As Reported Foreign Currency Impact Constant Currency As Reported As Reported Constant Currency
Feb 1, 2025 Feb 3, 2024
Three Months Ended % change
Net revenue:
Europe $ 493,848  $ 23,877  $ 517,725  $ 484,623  2% 7%
Americas Retail 254,611  6,640  261,251  245,924  4% 6%
Americas Wholesale 80,617  3,107  83,724  49,542  63% 69%
Asia 69,899  3,757  73,656  82,657  (15%) (11%)
Licensing 33,277  —  33,277  28,304  18% 18%
Total net revenue
 $ 932,252  $ 37,381  $ 969,633  $ 891,050  5% 9%
Fiscal Year Ended
Net revenue:
Europe $ 1,529,380  $ 49,703  $ 1,579,083  $ 1,475,604  4% 7%
Americas Retail 753,052  9,050  762,102  710,908  6% 7%
Americas Wholesale 325,998  4,446  330,444  199,903  63% 65%
Asia 262,465  8,587  271,052  276,867  (5%) (2%)
Licensing 124,378  —  124,378  113,248  10% 10%
Total net revenue
 $ 2,995,273  $ 71,786  $ 3,067,059  $ 2,776,530  8% 10%
15

Guess?, Inc. and Subsidiaries
Selected Condensed Consolidated Balance Sheet Data
(in thousands)
Feb 1, 2025 Feb 3, 2024
ASSETS
Cash and cash equivalents $ 187,696  $ 360,285 
Receivables, net 391,161  314,769 
Inventories 562,649  466,297 
Other current assets 107,864  84,122 
Property and equipment, net 240,114  246,648 
Restricted cash 796  — 
Operating lease right-of-use assets 839,879  667,031 
Other assets 436,519  450,869 
Total assets $ 2,766,678  $ 2,590,021 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current portion of borrowings and finance lease obligations $ 40,948  $ 40,781 
Current operating lease liabilities 176,972  166,451 
Current portion of convertible senior notes due 2024, net
 —  48,048 
Other current liabilities 613,412  536,277 
Long-term debt and finance lease obligations 150,668  28,210 
Convertible senior notes due 2028, net
 336,527  336,717 
Long-term operating lease liabilities 715,755  542,392 
Other long-term liabilities 181,621  155,829 
Redeemable and nonredeemable noncontrolling interests 45,768  50,376 
Guess?, Inc. stockholders’ equity 505,007  684,940 
Total liabilities and stockholders’ equity $ 2,766,678  $ 2,590,021 

16

Guess?, Inc. and Subsidiaries
Condensed Consolidated Cash Flow Data
(in thousands)
Fiscal Year Ended
Feb 1, 2025 Feb 3, 2024
Net cash provided by operating activities $ 121,677  $ 330,381 
Net cash used in investing activities (113,155) (75,145)
Net cash used in financing activities (165,505) (168,837)
Effect of exchange rates on cash, cash equivalents and restricted cash (14,810) (1,879)
Net change in cash, cash equivalents and restricted cash (171,793) 84,520 
Cash and cash equivalents at the beginning of the year 360,285  275,765 
Cash, cash equivalents and restricted cash at the end of the year $ 188,492  $ 360,285 
Supplemental information:
Depreciation and amortization $ 68,194  $ 61,349 
Total lease costs (excluding finance lease cost) $ 355,294  $ 318,978 

Guess?, Inc. and Subsidiaries
Reconciliation of Net Cash Provided By Operating Activities to Free Cash Flow
(in thousands)
Fiscal Year Ended
Feb 1, 2025 Feb 3, 2024
Net cash provided by operating activities $ 121,677  $ 330,381 
Less: Purchases of property and equipment (86,089) (74,207)
Less: Payments for property and equipment under finance leases (5,827) (7,752)
Free cash flow $ 29,761  $ 248,422 

17

Guess?, Inc. and Subsidiaries
Retail Store Data
Global Store and Concession Count
Stores Concessions
Region Total Directly Operated Partner Operated Total Directly Operated Partner Operated
As of Feb 1, 2025
United States 265 265 — — — —
Canada 53 53 — — — —
Central and South America 105 91 14 32 32 —
Total Americas 423 409 14 32 32 —
Europe and the Middle East 783 570 213 66 66 —
Asia and the Pacific 391 91 300 220 135 85
Total 1,597 1,070 527 318 233 85
As of Feb 3, 2024
United States 231 231 — — — —
Canada 53 53 — — — —
Central and South America 101 72 29 29 29 —
Total Americas 385 356 29 29 29 —
Europe and the Middle East 770 543 227 57 57 —
Asia and the Pacific 398 103 295 247 134 113
Total 1,553 1,002 551 333 220 113

18

Guess?, Inc. and Subsidiaries
Footnotes to Condensed Consolidated Financial Data

Footnote:

1
 The Company’s outlook for the first quarter and full fiscal year 2026 assumes that foreign currency exchange rates remain at recently prevailing rates.
2
Amounts for the first quarter and full fiscal 2026 outlook exclude (i) approximately $7 million of restructuring costs and charges expected to be incurred in connection with the planned exit of certain retail stores in North America (ii) the amortization of the debt discount related to the 2028 Notes and (iii) the dilutive impact of the Notes for adjusted diluted shares and corresponding interest expenses at initial stock prices below $46.88 for the 2024 Notes and $41.80 for the 2028 Notes, based on the bond hedge contracts in place that will deliver shares to offset dilution. The Company excludes the impact anticipated to be recorded and the diluted impact anticipated in those periods as such amounts are reasonably estimated. The Company has not assumed any potential share dilution due to the related warrants. The estimated charges and the timing of such charges are based on certain assumptions, including applicable law in various jurisdictions, and actual amounts may vary from such estimates based on a number of factors, including, but not limited to, negotiations with new business partners, negotiations with landlords and the number of employees impacted by these activities. The Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur as a result of or in connection with the implementation of the activities described herein.
3
The adjusted results exclude certain professional service and legal fees and related (credits) costs, transaction costs in connection with the acquisition of rag & bone, separation charges related to the transition of the operation of the Company’s U.S. distribution center, asset impairment charges, net (gains) losses on lease modifications, loss on extinguishment of debt, amortization of debt discount, fair value remeasurement of derivatives associated with the 2028 Notes, gain on the sale of assets related to the U.S. distribution center and the settlement of the related interest rate swap, the related income tax impacts of these adjustments, as well as certain discrete income tax adjustments related primarily to the write off of a previously recorded liability of a one-time mandatory transition tax on accumulated foreign earnings in fiscal 2025 and to the consolidation of certain business functions into Switzerland in fiscal 2024, where applicable. The weighted average diluted shares outstanding used for adjusted diluted loss per share excludes the dilutive impact of the Notes, based on the bond hedge contracts in place. A reconciliation of actual results to adjusted results is presented in the “Reconciliation of GAAP Results to Adjusted Results.”
4
The Company excludes the dilutive impact of the Notes at stock prices below $40.65 and $37.43 for the 2024 Notes and the 2028 Notes, respectively, based on the bond hedge contracts in place that will deliver shares to offset dilution. At stock prices in excess of $37.43 for the 2028 Notes, the Company would have an obligation to deliver additional shares in excess of the dilution protection provided by the bond hedges.
5
Adjustments represent certain professional service and legal fees and related (credits) costs which the Company otherwise would not have incurred as part of its business operations.
6
Adjustments represent transaction costs in connection with the rag & bone acquisition which the Company otherwise would not have incurred as part of its business operations.
7
Adjustments represent separation charges related to the transition of the operation of the Company’s U.S. distribution center, which was formerly owner-operated, to a third-party logistics provider.
8
Adjustments represent asset impairment charges related primarily to impairment of property and equipment related to certain retail locations resulting from under-performance and expected store closures.
9
Adjustments represent net (gains) losses on lease modifications related primarily to the early termination of certain lease agreements.
10
 Adjustments represent the gain on the sale of assets related to the U.S. distribution center within earnings from operations and the settlement of the related interest rate swap within other income (expense).
11
 Adjustments represent loss on extinguishment of debt from a portion of the exchanged 2024 Notes in April 2023 and March 2024.
12
 In April 2023, January 2024 and March 2024, the Company issued $275 million, $65 million and $12 million principal amount of 3.75% convertible senior notes due 2028 in private offerings, respectively. The debt discount resulted from: (1) the modification accounting for a portion of the exchanged 2024 Notes in April 2023, and (2) recognized embedded derivative liability for the issuances of the Additional 2028 Notes. The debt discount will be amortized as non-cash interest expense over the term of the 2028 Notes.
13
 Adjustments represent changes in fair value of the equity-linked derivatives associated with the 2028 Notes.
14
Adjustments in fiscal 2025 represent discrete income tax items related primarily to the Company’s $19.6 million long-term transition tax liability reserve on the deemed repatriation of foreign earnings recorded during fiscal 2018 as a result of the 2017 Tax Cuts and Jobs Act in the United States. During the three months ended February 1, 2025, the Company wrote off the liability previously recorded and the related accrued interest resulting in the recognition of an income tax benefit of $25.4 million. Adjustments in fiscal 2024 represent discrete income tax items related primarily to a benefit recognized during the third quarter of fiscal 2024 related to the consolidation of certain business functions into Switzerland and, to a lesser extent, adjustments from an intra-entity transfer of intellectual property rights from certain U.S. entities to a wholly-owned Swiss subsidiary.
15
The income tax effect of certain professional service and legal fees and related (credits) costs, transaction costs in connection with the acquisition of rag & bone, separation charges related to the transition of the operation of the Company’s U.S. distribution center, asset impairment charges, net (gains) losses on lease modifications, loss on extinguishment of debt, amortization of debt discount and gain on the sale of assets related to the U.S. distribution center and the settlement of the related interest rate swap was based on the Company’s assessment of deductibility using the statutory income tax rate (inclusive of the impact of valuation allowances) of the tax jurisdiction in which the charges were incurred.
16
 Adjustments include the related income tax effect based on the Company’s assessment of deductibility using the statutory income tax rate (inclusive of the impact of valuation allowances) of the tax jurisdiction in which the charges were incurred.
19
EX-99.2 5 exhibit992.htm EX-99.2 Document
    

Exhibit 99.2

Guess? Announces Appointment of Alberto Toni as Chief Financial Officer

LOS ANGELES — April 3, 2025 — Guess?, Inc. (NYSE: GES) today announced that Alberto Toni, currently Group Managing Director and Chief Financial Officer of Flos B&B Italia Group S.p.A., has been appointed Chief Financial Officer of Guess?, effective following the filing of the Company’s next Quarterly Report, which is expected to be filed by mid-June. Mr. Toni will succeed Interim Chief Financial Officer Dennis Secor, who will remain with the Company as Executive Vice President through September 12, 2025 to support a smooth transition. Mr. Toni will be based in Lugano, Switzerland, and will lead Guess?’s finance team globally.

“We are excited to welcome Alberto as our Company’s next CFO,” Carlos Alberini, Chief Executive Officer, commented. “He brings over 30 years of global financial and operational experience as well as a track record of disciplined execution across established design, retail and consumer-focused companies. We look forward to benefiting from Alberto’s leadership as we work to further optimize our business portfolio, enhance our cost structure and best position Guess? for the long-term growth opportunities we see ahead.”

About Alberto Toni

Mr. Toni joins the Company from Flos B&B Italia Group S.p.A., an international design company, where he has served as Chief Financial Officer since May 2023. Prior to this role, Mr. Toni served as Chief Financial Officer of Bata SA, a global retail footwear company, from July 2016 to April 2023. Mr. Toni has also served as Chief Financial Officer of Deoleo SA, a multinational food company, from June 2015 to June 2016 and for 17 years in several roles in various branches of Heineken, an international brewing company, including most recently as Senior Finance Director, Heineken Western Europe Region from September 2013 to June 2015 and VP Finance, Heineken Brasil from May 2010 to August 2013. Mr. Toni is a chartered accountant and certified tax advisor and received his Bachelor’s Degree in Economics from Università Cattolica del Sacro Cuore of Milan (Italy).

About Guess?, Inc.

Guess?, Inc. designs, markets, distributes and licenses a lifestyle collection of contemporary apparel, denim, handbags, watches, eyewear, footwear and other related consumer products. Guess? products are distributed through branded Guess? stores as well as better department and specialty stores around the world. On April 2, 2024, the Company acquired all the operating assets and a 50% interest in the intellectual property assets of New York based fashion brand rag & bone, a leader in the American fashion scene, directly operating stores in the U.S. and in the U.K., and also available in high-end boutiques, department stores and through e-commerce globally. As of February 1, 2025, the Company directly operated 1,070 retail stores in Europe, the Americas and Asia. The Company’s partners and distributors operated 527 additional retail stores worldwide. As of February 1, 2025, the Company and its partners and distributors operated in approximately 100 countries worldwide.


Contacts

Guess?, Inc.
Fabrice Benarouche
Senior Vice President Finance, Investor Relations and Chief Accounting Officer
(213) 765-5578
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