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GUESS INC0000912463false00009124632025-11-212025-11-21


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): November 21, 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 November 25, 2025 announcing its financial results for the quarter ended November 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 5.07. Submission of Matters to a Vote of Security Holders.

On November 21, 2025, the Company held a special meeting of stockholders virtually via live audio webcast (the “Special Meeting”). As of the close of business on October 20, 2025, the record date for the Special Meeting (the “Record Date”), there were a total of 52,151,734 shares of common stock, $0.01 par value per share, of the Company (the “Company Common Stock”) outstanding and eligible to vote. At the Special Meeting, 42,067,494 shares of Company Common Stock were represented in person or by proxy and, therefore, a quorum was present for the Special Meeting. A summary of the voting results for the following proposals, each of which is described in detail in the Company’s definitive proxy statement, dated October 21, 2025 (the “Definitive Proxy Statement”), and first mailed to the Company’s stockholders on or about the date thereof, is set forth below.

1. Merger Proposal:

As previously disclosed, on August 20, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Authentic Brands Group LLC (“Authentic”), Glow Holdco 1, Inc. (“Parent”), and Glow Merger Sub 1, Inc. (“Merger Sub”), pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”). As a result of the Merger, the Company will cease to be a publicly traded company and its common stock will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.

Pursuant to the Merger Agreement, at the Special Meeting, the Company’s stockholders voted upon a proposal to approve a proposal to adopt the Merger Agreement and approve the Merger and a resolution approving the Disposition (as defined in the Definitive Proxy Statement) (the “Merger Proposal”). Approval of the Merger Proposal required the affirmative vote of (i) the holders of a majority of the outstanding shares of the Company Common Stock entitled to vote on the Merger Proposal (the “Statutory Merger Approval”) and (ii) a majority of the votes cast by the disinterested stockholders (as such term is defined in Section 144 of the General Corporation Law of the State of Delaware, and excluding any stockholder that is not an Unaffiliated Company Stockholder (as defined in the Definitive Proxy Statement)) (the “Unaffiliated Stockholder Approval”). As of the Record Date, 24,946,401 shares of the Company Common Stock were outstanding and held by the disinterested stockholders and entitled to vote for purposes of the Unaffiliated Stockholder Approval.

At the Special Meeting, the Company’s stockholders approved the Merger Proposal as follows:
For Against Abstain Broker Non-Votes
Statutory Merger Approval 41,501,758 484,707 81,029 0
Unaffiliated Stockholder Approval 14,296,425 484,707 81,029 0

2. Compensation Proposal:

At the Special Meeting, the Company’s stockholders voted upon a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger (the “Compensation Proposal”). Approval of the Compensation Proposal required the affirmative vote of a majority of shares of the Company Common Stock present or represented by proxy at the Special Meeting and entitled to vote thereat.

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At the Special Meeting, the Company’s stockholders approved, on a non-binding advisory basis, the Compensation Proposal as follows:

Votes For Votes Against Votes Abstaining Broker Non-Votes
30,282,011 11,685,202 100,277 0

3. Adjournment Proposal:

Because the Merger Proposal was approved, the proposal to adjourn the Special Meeting, from time to time, to a later date or dates, if deemed by the Special Committee (as defined in the Definitive Proxy Statement) to be necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the Merger Proposal (the “Adjournment Proposal”), was rendered moot and was not called for a vote at the Special Meeting.

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, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:
November 25, 2025
GUESS?, INC.
By:
 /s/ Alberto Toni
Alberto Toni
Chief Financial Officer



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EX-99.1 2 a991erq3fy26narrative.htm EX-99.1 Document

Exhibit 99.1
                                
GUESS?, INC. REPORTS FISCAL YEAR 2026 THIRD QUARTER RESULTS
Revenues Increased to $791 Million, Up 7% in U.S. Dollars and 5% in Constant Currency
Delivered Operating Margin of 2.9%; Adjusted Operating Margin of 4.7%
GAAP EPS of $0.48 and Adjusted EPS of $0.35
LOS ANGELES, November 25, 2025 - Guess?, Inc. (NYSE: GES) today reported financial results for its third quarter ended November 1, 2025.

Carlos Alberini, Chief Executive Officer, commented, “We are pleased with our third quarter performance, with revenue growth of 7% in U.S. dollars and 5% in constant currency, driven by a strong performance of our Americas Wholesale and Europe businesses. In our Americas Retail business, despite continued softness, we were encouraged by the continued improvement in same store sales versus the prior quarter.”
Proposed Take-Private Transaction with Authentic Brands Group
On August 20, 2025, the Company announced that it had entered into a definitive agreement (the “Merger Agreement”) for certain existing Company shareholders (collectively, the “Rolling Stockholders”), including Maurice Marciano, Paul Marciano, Nicolai Marciano, and Carlos Alberini and certain of their respective trusts, foundations and affiliates, to enter into a strategic partnership with Authentic Brands Group LLC (“Authentic”), under which (1) Authentic will acquire 51% and the Rolling Stockholders will acquire 49% of substantially all of the Company’s intellectual property and (2) the Rolling Stockholders will acquire 100% of the Company’s operating assets (the “Proposed Transaction”). Under the terms of the Proposed Transaction, Guess? shareholders (other than the Rolling Stockholders) will receive $16.75 per share in cash and, upon completion, the Company’s common stock will no longer be listed on any public market.
At a special meeting held on November 21, 2025, the Company’s stockholders adopted the Merger Agreement and a resolution approving the Disposition (as defined in the definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on October 21, 2025 in connection with the special meeting). The Proposed Transaction is expected to close in the fourth quarter of fiscal year 2026, subject to specified conditions, including standard regulatory approvals, certain of which remain pending.
In light of the Proposed Transaction, the Company will not host a conference call in connection with its quarterly results, and has suspended its practice of providing and updating financial guidance. For further detail concerning the Proposed Transaction, please refer to the definitive proxy statement filed with the SEC, including any supplemental filings the Company has made and may make in the future with the SEC. For further detail and discussion of the Company’s financial performance, please refer to the Company’s Quarterly Report on Form 10-Q for the third fiscal quarter ended November 1, 2025 upon its filing with the SEC.
Third Quarter Fiscal 2026 Results
For the third quarter of the fiscal year ending January 31, 2026 (“fiscal 2026”), the Company recorded GAAP net earnings of $25.6 million, compared to GAAP net loss of $23.4 million for the same prior-year quarter. The results for the third quarter of fiscal 2026 included a net $17.9 million unrealized gain compared to a net $39.8 million unrealized loss in the same prior-year quarter, due to the change in fair value of the derivatives related to the Company’s convertible senior notes due 2028 (the “2028 Notes”) and the related convertible note hedge. GAAP diluted net earnings per share (“EPS”) was $0.48 for the third quarter of fiscal 2026, compared to GAAP diluted net loss per share of $0.47 for the same prior-year quarter.
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The Company estimates a positive impact from currency of $0.08 on GAAP diluted EPS in the third quarter of fiscal 2026 when compared to the same prior-year quarter.
For the third quarter of fiscal 2026, the Company’s adjusted net earnings was $19.0 million, an 8% increase from $17.7 million for the same prior-year quarter. Adjusted diluted EPS increased 3% to $0.35, compared to $0.34 for the same prior-year quarter. The Company estimates a minimal impact from its share buybacks and a positive impact from currency of $0.09 on adjusted diluted EPS in the third quarter of fiscal 2026 when compared to the same prior-year quarter.
Net Revenue. Total net revenue for the third quarter of fiscal 2026 increased 7% to $791.4 million from $738.5 million in the same prior-year quarter. In constant currency, net revenue increased by 5%.
•Europe revenues increased 10% in U.S. dollars and 6% in constant currency. Retail comparable sales (including e-commerce) increased 7% in U.S. dollars and 2% in constant currency. The inclusion of the Company’s e-commerce sales positively impacted the retail comparable sales percentage by 1% in both U.S. dollars and constant currency.
•Americas Retail revenues decreased 2% in both U.S. dollars and constant currency. Retail comparable sales (including e-commerce) decreased 3% in both U.S. dollars and constant currency. The inclusion of the Company’s e-commerce sales negatively impacted the retail comparable sales percentage by 3% in both U.S. dollars and constant currency.
•Americas Wholesale revenues increased 28% in U.S. dollars and 26% in constant currency.
•Asia revenues decreased 8% in U.S. dollars and 6% in constant currency. Retail comparable sales (including e-commerce) decreased 5% in U.S. dollars and 2% constant currency. The inclusion of the Company’s e-commerce sales negatively impacted the retail comparable sales percentage by 3% in both U.S. dollars and constant currency.
•Licensing revenues decreased 6% in both U.S. dollars and constant currency.
Earnings from Operations. GAAP earnings from operations for the third quarter of fiscal 2026 decreased 45.2% to $23.2 million (including a $1.9 million unfavorable currency translation impact), from $42.3 million in the same prior-year quarter. GAAP operating margin in the third quarter of fiscal 2026 decreased 2.8% to 2.9%, from 5.7% for the same prior-year quarter, driven primarily by higher expenses, including proposed transaction costs, store costs and restructuring charges, higher markdowns and higher asset impairment charges, partially offset by the favorable impact of higher revenues. The Company estimates a minimal impact of currency on operating margin for the third quarter of fiscal 2026.
For the third quarter of fiscal 2026, adjusted earnings from operations decreased 13.5% to $37.0 million, from $42.8 million in the same prior-year quarter. Adjusted operating margin decreased 1.1% to 4.7%, from 5.8% for the same prior-year quarter, driven primarily by higher expenses, including store costs, and higher markdowns, partially offset by the favorable impact of higher revenues.

•Operating margin for the Company’s Europe segment decreased 0.4% to 8.4% in the third quarter of fiscal 2026, from 8.8% in the same prior-year quarter, driven primarily by higher markdowns, partially offset by higher initial markups.
•Operating margin for the Company’s Americas Retail segment decreased 1.0% to negative 5.3% in the third quarter of fiscal 2026, from negative 4.3% in the same prior-year quarter, driven primarily by the unfavorable impact from negative retail comparable sales and higher markdowns, partially offset by lower expenses.
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•Operating margin for the Company’s Americas Wholesale segment decreased 2.9% to 22.8% in the third quarter of fiscal 2026, from 25.7% in the same prior-year quarter, driven primarily by higher expenses, partially offset by the impact of higher revenues.
•Operating margin for the Company’s Asia segment decreased 2.5% to negative 4.5% in the third quarter of fiscal 2026, from negative 2.0% in the same prior-year quarter, driven primarily by lower product margin, partially offset by lower expenses.
•Operating margin for the Company’s Licensing segment decreased 0.7% to 91.1% in the third quarter of fiscal 2026, from 91.8% in the same prior-year quarter.
Other income (expense), net. Other income, net for the third quarter of fiscal 2026 was $21.2 million compared to other expense, net of $45.8 million for the same prior-year quarter. The change was primarily due to the fair value remeasurement of derivatives related to the 2028 Notes and the related convertible note hedge resulting in a net unrealized gain of $17.9 million in the third quarter of fiscal 2026, compared to a net unrealized loss of $39.8 million in the same prior-year quarter. To a lesser extent, the change was driven by lower net realized and unrealized losses from foreign currency exposures compared to the same prior-year quarter.
Nine-Month Period Results
For the nine months ended November 1, 2025, the Company recorded GAAP net loss of $1.0 million, compared to $21.0 million for the same prior-year period. The results for the nine months ended November 1, 2025 included a net unrealized gain of $14.8 million compared to a net unrealized loss of $41.8 million in the same prior-year period due to the change in fair value of the derivatives related to the 2028 Notes and the related convertible note hedge. GAAP diluted net loss per share was $0.03 for the nine months ended November 1, 2025, compared to $0.42 during the same prior-year period. The Company estimates a minimal impact from its share buybacks and a positive impact from currency of $0.20 on GAAP diluted net loss per share for the nine months ended November 1, 2025 when compared to the same prior-year period.
For the nine months ended November 1, 2025, the Company recorded adjusted net earnings of $10.5 million, compared to $26.8 million for the same prior-year period. Adjusted diluted EPS was $0.19, compared to $0.49 for the same prior-year period. The Company estimates a minimal impact from its share buybacks and a positive impact from currency of $0.21 on adjusted diluted EPS during the nine months ended November 1, 2025 when compared to the same prior-year period.
Net Revenue. Total net revenue for the nine months ended November 1, 2025 increased 7% to $2.21 billion, from $2.06 billion in the same prior-year period. In constant currency, net revenue increased by 6%.
•Europe revenues increased 11% in U.S. dollars and 8% in constant currency. Retail comparable sales (including e-commerce) increased 5% in U.S. dollars and 2% in constant currency. The inclusion of the Company’s e-commerce sales positively impacted the retail comparable sales percentage by an immaterial amount in both U.S. dollars and constant currency.
•Americas Retail revenues increased 2% in both U.S. dollars and constant currency. Retail comparable sales (including e-commerce) decreased 6% in U.S. dollars and 5% in constant currency. The inclusion of the Company’s e-commerce sales negatively impacted the retail comparable sales percentage by 1% in both U.S. dollars and constant currency.
•Americas Wholesale revenues increased 23% in U.S. dollars and 25% in constant currency.
•Asia revenues decreased 10% in U.S. dollars and 8% in constant currency. Retail comparable sales (including e-commerce) decreased 11% in U.S. dollars and 9% in constant currency. The inclusion of the Company’s e-commerce sales negatively impacted the retail comparable sales percentage by 2% in both U.S. dollars and constant currency.
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•Licensing revenues decreased 10% in both U.S. dollars and constant currency.
Earnings from Operations. GAAP earnings from operations for the nine months ended November 1, 2025 decreased to $8.0 million (including a $5.3 million unfavorable currency translation impact), from $70.2 million in the same prior-year period. GAAP operating margin in the nine months ended November 1, 2025 decreased 3.0% to 0.4%, from 3.4% in the same prior-year period, driven primarily by the unfavorable impact of business mix, higher expenses, including higher advertising expenses and store costs, and a gain on the sale of assets recognized in the same prior-year period. The negative impact of currency on operating margin for the nine months ended November 1, 2025 was approximately 10 basis points.
For the nine months ended November 1, 2025, adjusted earnings from operations decreased 45.7% to $39.7 million, from $73.0 million in the same prior-year period. Adjusted operating margin decreased 1.7% to 1.8% for the nine months ended November 1, 2025, from 3.5% in the same prior-year period, driven primarily by the unfavorable impact of business mix and higher expenses, including higher advertising expenses and store costs.
•Operating margin for the Company’s Europe segment decreased 0.5% to 6.2% in the nine months ended November 1, 2025, from 6.7% in the same prior-year period, driven primarily by higher expenses and higher markdowns, partially offset by the favorable impact of higher revenues.
•Operating margin for the Company’s Americas Retail segment decreased 3.3% to negative 6.3% in the nine months ended November 1, 2025, from negative 3.0% in the same prior-year period, driven primarily by the unfavorable impact from negative retail comparable sales, higher markdowns and higher expenses, partially offset by the benefit of newly acquired businesses.
•Operating margin for the Company’s Americas Wholesale segment decreased 1.6% to 21.0% in the nine months ended November 1, 2025, from 22.6% in the same prior-year period, driven primarily by the impact of higher expenses, partially offset by the favorable impact of higher revenues.
•Operating margin for the Company’s Asia segment decreased 5.4% to negative 4.8% in the nine months ended November 1, 2025, from 0.6% in the same prior-year period, driven primarily by the unfavorable impact of lower revenues.
•Operating margin for the Company’s Licensing segment increased 0.5% to 92.8% in the nine months ended November 1, 2025, from 92.3% in the same prior-year period, mainly due to the favorable impact of lower 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 income (expense), net. Other income, net for the nine months ended November 1, 2025 was $24.7 million compared to other expense, net of $49.9 million for the same prior-year period. The change was primarily due to the fair value remeasurement of derivatives related to the 2028 Notes and the related convertible note hedge resulting in a net unrealized gain of $14.8 million in the nine months ended November 1, 2025, compared to a net unrealized loss of $41.8 million in the same prior-year period.
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To a lesser extent, the change was driven by net realized and unrealized gains from foreign currency exposures compared to net losses for the same prior-year period, partially offset by net realized and unrealized losses on foreign exchange currency contracts compared to net realized and unrealized gains for the same prior-year period.
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.
Dividends
The Company’s Board of Directors approved a quarterly cash dividend of $0.225 per share on the Company’s common stock. The dividend will be payable on December 26, 2025 to shareholders of record as of the close of business on December 10, 2025.
Presentation of Non-GAAP Information
The financial information presented in this release includes non-GAAP financial measures, such as adjusted results, 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, costs incurred in connection with the evaluation and execution of the Proposed Transaction (as defined herein), 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, restructuring costs and charges incurred in connection with the planned exit of certain retail stores in North America and Greater China (consisting of mainland China, Hong Kong, Macau and Taiwan), 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, the related income tax effects of the foregoing items and the impact from certain discrete income tax adjustments related primarily to the impact from changes in the income tax law in certain jurisdictions, in each case where applicable. The weighted average diluted shares outstanding used for adjusted diluted earnings (loss) per share 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.
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 (when reviewed in conjunction with the Company’s GAAP financial statements). A reconciliation of reported GAAP results to comparable non-GAAP results 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 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.
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However, in calculating the estimated impact of currency on the Company’s earnings (loss) per share for the Company’s actual 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 GAAP cash flows from operating activities to the comparable non-GAAP free cash flow measure is provided in the accompanying tables.
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. Guess? also markets, distributes and operates stores for rag & bone, a lifestyle fashion brand. As of November 1, 2025, the Company directly operated 1,058 retail stores in Europe, the Americas and Asia. The Company’s partners and distributors operated 507 additional retail stores worldwide. As of November 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.

Forward-Looking Statements

Except for historical information contained herein, certain matters discussed in this press release, such as statements related to the Proposed Transaction, including expected timing and outcome, 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 or current 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,” “proposed,” 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 to differ materially from current expectations include, among others: the risk that the Proposed Transaction may not be completed in a timely manner or at all; the failure to satisfy any of the conditions to the proposed pre-closing restructuring described in the Merger Agreement or to the consummation of the Proposed Transaction, including the receipt of certain regulatory approvals; the effect of the announcement or pendency of the Proposed Transaction on the Company’s business relationships, operating results and business generally; the Company’s ability to retain and hire key personnel and maintain relationships with key business partners and customers, suppliers, licensees, landlords and others with whom it does business, in light of the Proposed Transaction; unexpected costs, charges or expenses resulting from the Proposed Transaction; litigation relating to the Proposed Transaction that has been or could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto;
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certain restrictions during the pendency of the Proposed Transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; the possibility that the Proposed Transaction may not be completed in accordance with the parties’ expected plans or at all; 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; changes to estimates related to impairments, inventory and other reserves; unexpected or unseasonable weather conditions, catastrophic events or natural disasters; obligations or changes in estimates arising from new or existing litigation, income tax and other regulatory proceedings; errors in the Company’s 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.; violations of, or changes to, domestic or international laws and regulations; risks associated with the acts or omissions of the Company’s licensees and third party vendors, including a failure to comply with the Company’s vendor code of conduct or other policies; risks associated with cyber-security incidents and other cyber-security risks; changes in economic, political, social and other conditions affecting the Company’s 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 the Company operates; risks relating to activist investor activity and other risks and uncertainties identified in the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q and other filings with the SEC. 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, should circumstances change, except as required by law.

Contact: Guess?, Inc.
Fabrice Benarouche
Senior Vice President Finance, Investor Relations and Chief Accounting Officer
(213) 765-5578
Source: Guess?, Inc.
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Guess?, Inc. and Subsidiaries
Condensed Consolidated Statements of Income (Loss)
(amounts in thousands, except per share data)
Three Months Ended Nine Months Ended
Nov 1, 2025 Nov 2, 2024 Nov 1, 2025 Nov 2, 2024
Product sales $ 760,320  96.1 % $ 705,507  95.5 % $ 2,129,806  96.3 % $ 1,971,920  95.6 %
Net royalties 31,107  3.9 % 33,011  4.5 % 82,359  3.7 % 91,101  4.4 %
Net revenue 791,427  100.0 % 738,518  100.0 % 2,212,165  100.0 % 2,063,021  100.0 %
Cost of product sales 455,445  57.5 % 416,641  56.4 % 1,288,957  58.3 % 1,173,100  56.9 %
Gross profit 335,982  42.5 % 321,877  43.6 % 923,208  41.7 % 889,921  43.1 %
Selling, general and administrative expenses 309,026  39.2 % 279,389  37.8 % 904,150  40.8 % 829,188  40.2 %
Asset impairment charges 4,828  0.6 % 1,091  0.1 % 13,183  0.6 % 4,509  0.2 %
Net (gains) losses on lease modifications 231  0.0 % (718) (0.0 %) (5) (0.0 %) (718) (0.0 %)
Gain on sale of assets —  — % —  — % —  — % (13,781) (0.7 %)
(Gain) loss on equity method investment (1,286) (0.2 %) (161) (0.0 %) (2,081) (0.1 %) 559  0.0 %
Earnings from operations 23,183  2.9 % 42,276  5.7 % 7,961  0.4 % 70,164  3.4 %
Other income (expense):
Interest expense (7,809) (1.0 %) (8,131) (1.1 %) (23,518) (1.1 %) (22,212) (1.1 %)
Interest income 1,760  0.2 % 2,613  0.4 % 6,782  0.3 % 9,218  0.4 %
Loss on extinguishment of debt
 —  — % —  — % —  — % (1,952) (0.1 %)
Other income (expense), net 21,246  2.7 % (45,826) (6.2 %) 24,701  1.1 % (49,932) (2.3 %)
Earnings (loss) before income tax expense 38,380  4.8 % (9,068) (1.2 %) 15,926  0.7 % 5,286  0.3 %
Income tax expense 8,993  1.1 % 11,687  1.6 % 9,488  0.4 % 18,771  0.9 %
Net earnings (loss) 29,387  3.7 % (20,755) (2.8 %) 6,438  0.3 % (13,485) (0.6 %)
Net earnings attributable to noncontrolling interests 3,739  0.5 % 2,640  0.4 % 7,476  0.3 % 7,491  0.4 %
Net earnings (loss) attributable to Guess?, Inc. $ 25,648  3.2 % $ (23,395) (3.2 %) $ (1,038) (0.0 %) $ (20,976) (1.0 %)
Net earnings (loss) per common share attributable to common stockholders:
Basic $ 0.49  $ (0.46) $ (0.03) $ (0.42)
Diluted
 $ 0.48  $ (0.47) $ (0.03) $ (0.42)
Weighted average common shares outstanding attributable to common stockholders:
Basic 51,586  50,798  51,487  52,047 
Diluted
 53,169  66,608  51,487  52,047 
Effective income tax rate 23.4 % (128.9 %) 59.6 % 355.1 %
Adjusted selling, general and administrative expenses1:
 $ 300,263  37.9 % $ 279,264  37.8 % $ 885,607  40.0 % $ 816,329  39.6 %
Adjusted earnings from operations1:
 $ 37,005  4.7 % $ 42,774  5.8 % $ 39,682  1.8 % $ 73,033  3.5 %
Adjusted net earnings attributable to Guess?, Inc.1:
 $ 19,002  2.4 % $ 17,668  2.4 % $ 10,497  0.5 % $ 26,808  1.3 %
Adjusted weighted average common shares outstanding attributable to common stockholders:
Adjusted Diluted1,2
 53,169  51,970  52,293  53,360 
Adjusted net earnings per common share attributable to common stockholders:
Adjusted Diluted1,2
 $ 0.35  $ 0.34  $ 0.19  $ 0.49 
Adjusted effective income tax rate1:
 35.2 % 36.6 % 49.3 % 35.7 %
__________________________________________________________________
See page 16 for footnotes.
8

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 (loss) attributable to Guess?, Inc. to adjusted net earnings attributable to Guess?, Inc., and (iv) reported GAAP income tax expense to adjusted income tax expense are as follows:
Three Months Ended Nine Months Ended
Nov 1, 2025 Nov 2, 2024 Nov 1, 2025 Nov 2, 2024
Reported GAAP selling, general and administrative expenses $ 309,026  $ 279,389  $ 904,150  $ 829,188 
Certain professional service and legal fees and related credits (costs)3
 (616) (125) (944) (58)
Proposed transaction costs4
 (5,607) —  (13,427) — 
Transaction costs5
 —  —  —  (5,726)
Separation charges6
 —  —  —  (7,075)
Restructuring charges7
 (2,540) —  (4,172) — 
Adjusted selling, general and administrative expenses1
 $ 300,263  $ 279,264  $ 885,607  $ 816,329 
Reported GAAP earnings from operations $ 23,183  $ 42,276  $ 7,961  $ 70,164 
Certain professional service and legal fees and related (credits) costs3
 616  125  944  58 
Proposed transaction costs4
 5,607  —  13,427  — 
Transaction costs5
 —  —  —  5,726 
Separation charges6
 —  —  —  7,075 
Restructuring charges7
 2,540  —  4,172  — 
Asset impairment charges8
 4,828  1,091  13,183  4,509 
Net (gains) losses on lease modifications9
 231  (718) (5) (718)
Gain on sale of assets10
 —  —  —  (13,781)
Adjusted earnings from operations1
 $ 37,005  $ 42,774  $ 39,682  $ 73,033 
Reported GAAP net earnings (loss) attributable to Guess?, Inc. $ 25,648  $ (23,395) $ (1,038) $ (20,976)
Certain professional service and legal fees and related (credits) costs3
 616  125  944  58 
Proposed transaction costs4
 5,607  —  13,427  — 
Transaction costs5
 —  —  —  5,726 
Separation charges6
 —  —  —  7,075 
Restructuring charges7
 2,540  —  4,172  — 
Asset impairment charges8
 4,828  1,091  13,183  4,509 
Net (gains) losses on lease modifications9
 231  (718) (5) (718)
Loss on extinguishment of debt11
 —  —  —  1,952 
Amortization of debt discount12
 847  775  2,539  2,250 
Fair value remeasurement of derivatives13
 (17,941) 39,813  (14,760) 41,795 
Gain on sale of assets10
 —  —  —  (14,569)
Discrete income tax adjustments14
 —  281  —  842 
Income tax impact from adjustments15
 (3,374) (304) (7,965) (1,136)
Total adjustments affecting net earnings (loss) attributable to Guess?, Inc. (6,646) 41,063  11,535  47,784 
Adjusted net earnings attributable to Guess?, Inc.1
 $ 19,002  $ 17,668  $ 10,497  $ 26,808 
Reported GAAP income tax expense $ 8,993  $ 11,687  $ 9,488  $ 18,771 
Discrete income tax adjustments14
 —  (281) —  (842)
Income tax impact from adjustments15
 3,374  304  7,965  1,136 
Adjusted income tax expense1
 $ 12,367  $ 11,710  $ 17,453  $ 19,065 
Adjusted effective income tax rate1
 35.2 % 36.6 % 49.3 % 35.7 %
__________________________________________________________________
See page 16 for footnotes.
9

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

Three Months Ended Nine Months Ended
Nov 1, 2025 Nov 2, 2024 Nov 1, 2025 Nov 2, 2024
Reported GAAP diluted earnings (loss) per share $ 0.48  $ (0.47) $ (0.03) $ (0.42)
Certain professional service and legal fees and related (credits) costs3,16
 0.01  0.00  0.01  0.00 
Proposed transaction costs4,16
 0.08  —  0.20  — 
Transaction costs5,16
 —  —  —  0.09 
Separation charges6,16
 —  —  —  0.10 
Restructuring charges7,16
 0.04  —  0.06  — 
Asset impairment charges8,16
 0.07  0.01  0.20  0.07 
Net (gains) losses on lease modifications9,16
 0.00  (0.01) 0.00  (0.01)
Loss on extinguishment of debt11,16
 —  —  —  0.03 
Amortization of debt discount12,16
 0.01  0.01  0.04  0.03 
Fair value remeasurement of derivatives13
 (0.34) 0.62  (0.29) 0.80 
Gain on sale of assets10,16
 —  —  —  (0.21)
Discrete income tax adjustments14
 —  0.00  —  0.02 
Convertible notes if-converted method2
 —  0.18  —  — 
Effect of dilutive stock options and restricted stock units17
 —  (0.00) (0.00) (0.01)
Adjusted diluted earnings per share1,2
 $ 0.35  $ 0.34  $ 0.19  $ 0.49 
__________________________________________________________________
See page 16 for footnotes.
10

Guess?, Inc. and Subsidiaries
Consolidated Segment Data
(dollars in thousands)
Three Months Ended Nine Months Ended
Nov 1, 2025 Nov 2, 2024 % change Nov 1, 2025 Nov 2, 2024 % change
Net revenue:
Europe $ 404,063  $ 368,429  10% $ 1,147,046  $ 1,035,532  11%
Americas Retail 170,037  172,751  (2%) 506,045  498,441  2%
Americas Wholesale 126,147  98,849  28% 302,772  245,381  23%
Asia 60,073  65,478  (8%) 173,943  192,566  (10%)
Licensing 31,107  33,011  (6%) 82,359  91,101  (10%)
Total net revenue
 $ 791,427  $ 738,518  7% $ 2,212,165  $ 2,063,021  7%
Earnings (loss) from operations:
Europe $ 33,744  $ 32,476  4% $ 71,236  $ 69,431  3%
Americas Retail (8,953) (7,487) 20% (32,109) (15,185) 111%
Americas Wholesale 28,772  25,410  13% 63,653  55,517  15%
Asia (2,728) (1,281) 113% (8,324) 1,236  (773%)
Licensing 28,353  30,296  (6%) 76,428  84,110  (9%)
Reconciliation to total earnings from operations:
Corporate overhead (50,946) (36,765) 39% (149,745) (134,935) 11%
Asset impairment charges (4,828) (1,091) 343% (13,183) (4,509) 192%
Net gains (losses) on lease modifications (231) 718  (132%) 5  718  (99%)
Gain on sale of assets —  —  —  13,781  (100%)
Total earnings from operations $ 23,183  $ 42,276  (45%) $ 7,961  $ 70,164  (89%)
Operating margins:
Europe 8.4 % 8.8 % 6.2 % 6.7 %
Americas Retail (5.3 %) (4.3 %) (6.3 %) (3.0 %)
Americas Wholesale 22.8 % 25.7 % 21.0 % 22.6 %
Asia (4.5 %) (2.0 %) (4.8 %) 0.6 %
Licensing 91.1 % 91.8 % 92.8 % 92.3 %
GAAP operating margin for total Company 2.9 % 5.7 % 0.4 % 3.4 %
Certain professional service and legal fees and related (credits) costs1,3
 0.1 % 0.0 % 0.0 % 0.0 %
Proposed transaction costs1,4
 0.8 % — % 0.6 % — %
Transaction costs1,5
 — % — % — % 0.3 %
Separation charges1,6
 — % — % — % 0.3 %
Restructuring charges1,7
 0.3 % — % 0.2 % — %
Asset impairment charges1,8
 0.6 % 0.1 % 0.6 % 0.2 %
Net (gains) losses on lease modifications1,9
 0.0 % (0.0 %) (0.0 %) (0.0 %)
Gain on sale of assets1,10
 — % — % — % (0.7 %)
Adjusted operating margin for total Company1
 4.7 % 5.8 % 1.8 % 3.5 %
__________________________________________________________________
See page 16 for footnotes.
11

Guess?, Inc. and Subsidiaries
Constant Currency Financial Measures
(dollars in thousands)
As Reported Foreign Currency Impact Constant Currency As Reported As Reported Constant Currency
Nov 1, 2025 Nov 2, 2024
Three Months Ended % change
Net revenue:
Europe $ 404,063  $ (14,430) $ 389,633  $ 368,429  10% 6%
Americas Retail 170,037  (464) 169,573  172,751  (2%) (2%)
Americas Wholesale 126,147  (1,152) 124,995  98,849  28% 26%
Asia 60,073  1,623  61,696  65,478  (8%) (6%)
Licensing 31,107  —  31,107  33,011  (6%) (6%)
Total net revenue
 $ 791,427  $ (14,423) $ 777,004  $ 738,518  7% 5%
Nine Months Ended
Net revenue:
Europe $ 1,147,046  $ (31,163) $ 1,115,883  $ 1,035,532  11% 8%
Americas Retail 506,045  4,556  510,601  498,441  2% 2%
Americas Wholesale 302,772  4,339  307,111  245,381  23% 25%
Asia 173,943  4,030  177,973  192,566  (10%) (8%)
Licensing 82,359  —  82,359  91,101  (10%) (10%)
Total net revenue
 $ 2,212,165  $ (18,238) $ 2,193,927  $ 2,063,021  7% 6%
12

Guess?, Inc. and Subsidiaries
Selected Condensed Consolidated Balance Sheet Data
(in thousands)
Nov 1, 2025 Feb 1, 2025 Nov 2, 2024
ASSETS
Cash and cash equivalents $ 154,236  $ 187,696  $ 140,911 
Receivables, net 407,778  391,161  383,367 
Inventories 692,266  562,649  675,752 
Other current assets 98,930  107,864  103,720 
Property and equipment, net 249,515  240,114  236,480 
Restricted cash 820  796  1,411 
Operating lease right-of-use assets 927,868  839,879  794,066 
Other assets 475,083  436,519  458,954 
Total assets $ 3,006,496  $ 2,766,678  $ 2,794,661 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current portion of borrowings and finance lease obligations $ 26,710  $ 40,948  $ 42,836 
Current operating lease liabilities 183,094  176,972  180,835 
Other current liabilities 622,102  613,412  625,112 
Long-term debt and finance lease obligations 299,542  150,668  238,306 
Convertible senior notes due 2028, net
 344,535  336,527  340,617 
Long-term operating lease liabilities 795,308  715,755  670,430 
Other long-term liabilities 168,834  181,621  206,149 
Redeemable and nonredeemable noncontrolling interests 57,872  45,768  39,647 
Guess?, Inc. stockholders’ equity 508,499  505,007  450,729 
Total liabilities and stockholders’ equity $ 3,006,496  $ 2,766,678  $ 2,794,661 

13

Guess?, Inc. and Subsidiaries
Condensed Consolidated Cash Flow Data
(in thousands)
Nine Months Ended
Nov 1, 2025 Nov 2, 2024
Net cash used in operating activities $ (37,956) $ (61,555)
Net cash used in investing activities (71,795) (85,333)
Net cash provided by (used in) financing activities 68,777  (61,977)
Effect of exchange rates on cash, cash equivalents and restricted cash 7,538  (9,098)
Net change in cash, cash equivalents and restricted cash (33,436) (217,963)
Cash, cash equivalents and restricted cash at the beginning of the year 188,492  360,285 
Cash, cash equivalents and restricted cash at the end of the period $ 155,056  $ 142,322 
Supplemental information:
Depreciation and amortization $ 54,762  $ 51,114 
Total lease costs (excluding finance lease cost) $ 286,468  $ 260,528 

Guess?, Inc. and Subsidiaries
Reconciliation of Net Cash Used In Operating Activities to Free Cash Flow
(in thousands)
Nine Months Ended
Nov 1, 2025 Nov 2, 2024
Net cash used in operating activities $ (37,956) $ (61,555)
Less: Purchases of property and equipment (60,277) (63,552)
Less: Payments for property and equipment under finance leases (5,075) (5,284)
Free cash flow $ (103,308) $ (130,391)

14

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 Nov 1, 2025
United States 269 269 — — — —
Canada 50 50 — — — —
Central and South America 111 95 16 48 48 —
Total Americas 430 414 16 48 48 —
Europe and the Middle East 781 587 194 72 72 —
Asia and the Pacific 354 57 297 198 124 74
Total 1,565 1,058 507 318 244 74
As of Nov 2, 2024
United States 268 268 — — — —
Canada 54 54 — — — —
Central and South America 101 89 12 29 29 —
Total Americas 423 411 12 29 29 —
Europe and the Middle East 783 556 227 64 64 —
Asia and the Pacific 392 90 302 222 135 87
Total 1,598 1,057 541 315 228 87

15

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

Footnote:
1
The adjusted results exclude certain professional service and legal fees and related (credits) costs, costs incurred in connection with the evaluation by the Special Committee of the Company’s Board of Directors of a non-binding proposal received from WHP Global to acquire the outstanding shares of the Company and subsequent evaluation and work in connection with the signing of a definitive agreement with Authentic Brands Group and the pending completion of the transaction (collectively, the “Proposed Transaction 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, restructuring costs and charges incurred in connection with the planned exit of certain retail stores in North America and Greater China, 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 impact from changes in the income tax law in certain jurisdictions, where applicable. The weighted average diluted shares outstanding used for adjusted diluted earnings 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.”
2
The Company excludes the dilutive impact of the Notes at stock prices below $40.65 and $36.89 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 $36.89 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.
3
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.
4
Adjustments represent Proposed Transaction Costs, which the Company otherwise would not have incurred as part of its business operations.
5
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.
6
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.
7
Adjustments represent restructuring costs and charges incurred in connection with the planned exit of certain retail stores in North America and Greater China.
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 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 represent discrete income tax items related primarily to the impact from changes in the income tax law in certain jurisdictions.
15
The income tax effect of certain professional service and legal fees and related (credits) costs, Proposed Transaction 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, restructuring costs and charges incurred in connection with the planned exit of certain retail stores in North America and Greater China, 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 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.
17
 Adjustments represent the potentially dilutive impact of outstanding stock options and restricted stock units which are not included in the computation of diluted net loss per share as the impact would be antidilutive.
16