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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 02, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-11893

GUESS?, INC.

(Exact name of registrant as specified in its charter)


Delaware			95-3679695
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

Strada Regina 44
Bioggio, Switzerland CH-6934
(Address of principal executive offices and zip code)

(213) 765-3100

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of December 2, 2024, the registrant had 51,456,841 shares of Common Stock, $0.01 par value per share, outstanding.

Table of Contents

GUESS?, INC.

FORM 10-Q

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	1

	Condensed Consolidated Balance Sheets as of November 2 , 2024 and February 3, 2024	1

	Condensed Consolidated Statements of Income (Loss) — Three and Nine Months Ended November 2 , 2024 and October 2 8 , 2023	2

	Condensed Consolidated Statements of Comprehensive Income (Loss) — Three and Nine Months Ended November 2 , 2024 and October 2 8 , 2023	3

	Condensed Consolidated Statements of Cash Flows — Nine Months Ended November 2 , 2024 and October 28 , 2023	4

	Condensed Consolidated Statements of Stockholders’ Equity — Three and Nine Months Ended November 2 , 2024 and October 28 , 2023	5

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	46

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	74

Item 4.	Controls and Procedures	76

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	77

Item 1A.	Risk Factors	77

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	78

Item 5.	Other Information	79



Item 6.	Exhibits	80

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements.

GUESS?, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	Nov 2, 2024		Feb 3, 2024
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	140,911	$	360,285

Accounts receivable, net	383,367		314,769
Inventories	675,752		466,297
Other current assets	103,720		84,122
Total current assets	1,303,750		1,225,473
Property and equipment, net	236,480		246,648
Goodwill	34,171		34,100
Deferred income tax assets	172,573		178,910
Restricted cash	1,411		—
Operating lease right-of-use assets	794,066		667,031

Other assets	252,210		237,859
	$	2,794,661	$	2,590,021

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of borrowings and finance lease obligations	$	42,836	$	40,781
Accounts payable	361,186		272,830
Accrued expenses and other current liabilities	263,926		263,447
Convertible senior notes due 2024, net	—		48,048
Current portion of operating lease liabilities	180,835		166,451
Total current liabilities	848,783		791,557

Convertible senior notes due 2028, net	340,617		336,717
Long-term debt and finance lease obligations	238,306		28,210

Long-term operating lease liabilities	670,430		542,392
Other long-term liabilities	206,149		155,829
Total liabilities	2,304,285		1,854,705
Redeemable noncontrolling interests	364		522

Commitments and contingencies (Note 14)

Stockholders’ equity:
Preferred stock, $.01 par value. Authorized 10,000,000 shares; no shares issued and outstanding	—		—
Common stock, $.01 par value. Authorized 150,000,000 shares; issued 142,771,253 and 142,771,315 shares; outstanding 51,445,203 and 53,007,966 shares as of November 2, 2024 and February 3, 2024, respectively	514		530
Paid-in capital	604,344		594,520
Retained earnings	1,223,624		1,412,426
Accumulated other comprehensive loss	(143,841)		(137,010)
Treasury stock, 91,326,050 and 89,763,349 shares as of November 2, 2024 and February 3, 2024, respectively	(1,233,912)		(1,185,526)
Guess?, Inc. stockholders’ equity	450,729		684,940
Nonredeemable noncontrolling interests	39,283		49,854
Total stockholders’ equity	490,012		734,794
	$	2,794,661	$	2,590,021

See accompanying notes to condensed consolidated financial statements.

Table of Contents

GUESS?, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(in thousands, except per share data)

(unaudited)


	Three Months Ended				Nine Months Ended
	Nov 2, 2024		Oct 28, 2023		Nov 2, 2024		Oct 28, 2023
Product sales	$	705,507	$	618,130	$	1,971,920	$	1,800,536
Net royalties	33,011		33,040		91,101		84,944
Net revenue	738,518		651,170		2,063,021		1,885,480
Cost of product sales	416,641		360,000		1,173,100		1,067,882
Gross profit	321,877		291,170		889,921		817,598
Selling, general and administrative expenses	279,389		234,123		829,188		694,748


Asset impairment charges	1,091		1,737		4,509		6,293
Net (gains) losses on lease modifications	(718)		537		(718)		(1,894)
Gain on sale of assets	—		—		(13,781)		—
(Gain) loss on equity method investment	(161)		—		559		—
Earnings from operations	42,276		54,773		70,164		118,451
Other income (expense):
Interest expense	(8,131)		(5,923)		(22,212)		(15,883)
Interest income	2,613		3,181		9,218		8,557
Loss on extinguishment of debt	—		—		(1,952)		(7,696)
Other expense, net	(45,826)		(11,004)		(49,932)		(18,227)
Total other expense	(51,344)		(13,746)		(64,878)		(33,249)

Earnings (loss) before income tax expense (benefit)	(9,068)		41,027		5,286		85,202
Income tax expense (benefit)	11,687		(18,277)		18,771		(5,370)
Net earnings (loss)	(20,755)		59,304		(13,485)		90,572
Net earnings attributable to noncontrolling interests	2,640		3,603		7,491		7,643
Net earnings (loss) attributable to Guess?, Inc.	$	(23,395)	$	55,701	$	(20,976)	$	82,929

Net earnings (loss) per common share attributable to common stockholders:
Basic	$	(0.46)	$	1.04	$	(0.42)	$	1.53
Diluted	$	(0.47)	$	0.82	$	(0.42)	$	1.30

Weighted average common shares outstanding attributable to common stockholders:
Basic	50,798		53,052		52,047		53,450
Diluted	66,608		70,331		52,047		68,098

See accompanying notes to condensed consolidated financial statements.

Table of Contents

GUESS?, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME (LOSS)

(in thousands)

(unaudited)


	Three Months Ended				Nine Months Ended
	Nov 2, 2024		Oct 28, 2023		Nov 2, 2024		Oct 28, 2023
Net earnings (loss)	$	(20,755)	$	59,304	$	(13,485)	$	90,572
Other comprehensive income (loss):
Foreign currency translation adjustment
Losses arising during the period	(8,869)		(29,718)		(13,177)		(20,028)



Derivative financial instruments designated as cash flow hedges
Gains arising during the period	1,898		6,619		1,043		8,367
Less income tax effect	(210)		(749)		(42)		(984)
Reclassification to net earnings (loss) for (gains) losses realized	(418)		(28)		1,471		(6,508)
Less income tax effect	46		22		(136)		768





Defined benefit plans

Foreign currency and other adjustments	89		202		31		(138)
Less income tax effect	(12)		(18)		(3)		16
Net actuarial (gain) loss amortization	(2)		64		(9)		191
Prior service credit amortization	(42)		(40)		(122)		(119)
Less income tax effect	10		(2)		30		(6)
Total comprehensive income (loss)	(28,265)		35,656		(24,399)		72,131
Less comprehensive income attributable to noncontrolling interests:
Net earnings	2,640		3,603		7,491		7,643
Foreign currency translation adjustment	(1,327)		(3,055)		(4,083)		636
Amounts attributable to noncontrolling interests	1,313		548		3,408		8,279
Comprehensive income (loss) attributable to Guess?, Inc.	$	(29,578)	$	35,108	$	(27,807)	$	63,852

See accompanying notes to condensed consolidated financial statements.

Table of Contents

GUESS?, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Nine Months Ended
	Nov 2, 2024		Oct 28, 2023
Cash flows from operating activities:
Net earnings (loss)	$	(13,485)	$	90,572
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	51,114		46,059
Amortization of debt discount and issuance costs	4,065		1,656

Share-based compensation expense	13,855		14,952
Forward contract (gains) losses	256		(14,730)
Deferred income taxes	10,097		(22,356)
Net (gain) loss from impairment and disposition of long-term assets	(8,738)		7,385
Change in fair value remeasurement of derivatives related to convertible senior notes	41,795		—
Loss on extinguishment of debt	1,952		7,696
Other items, net	5,531		3,782
Changes in operating assets and liabilities:
Accounts receivable	(44,307)		(8,810)
Inventories	(168,571)		(67,363)
Prepaid expenses and other assets	(15,983)		7,626
Operating lease assets and liabilities, net	(5,243)		(15,142)
Accounts payable and accrued expenses and other current liabilities	50,346		(7,120)
Other long-term liabilities	15,761		(3,326)
Net cash provided by (used in) operating activities	(61,555)		40,881
Cash flows from investing activities:
Purchases of property and equipment	(63,552)		(52,469)
Proceeds from sale of long-lived assets	39,812		23

Business acquisition, net of cash acquired	(54,981)		—

Purchases of investments	(5,050)		(3,262)
Other investing activities	(1,562)		(916)
Net cash used in investing activities	(85,333)		(56,624)
Cash flows from financing activities:
Proceeds from borrowings	337,970		117,418
Repayments on borrowings and finance lease obligations	(126,076)		(78,408)
Net proceeds from issuance of convertible senior notes	—		80,324
Repayments of convertible senior notes	(33,292)		—
Proceeds from issuance of warrant	3,665		20,158
Purchase of convertible note hedge	(6,538)		(51,838)
Proceeds from termination of convertible senior note hedge	1,347		7,235
Payments for termination of common stock warrant	(548)		(1,024)
Debt issuance costs	(2,811)		(5,833)

Dividends paid	(167,187)		(46,033)

Noncontrolling interest capital distribution	(14,230)		(2,625)
Purchase of redeemable noncontrolling interest	—		(8,650)
Issuance of common stock, net of income tax withholdings on vesting of stock awards	6,379		2,304
Purchase of treasury stock	(60,656)		(42,821)
Net cash used in financing activities	(61,977)		(9,793)
Effect of exchange rates on cash, cash equivalents and restricted cash	(9,098)		(6,126)
Net change in cash, cash equivalents and restricted cash	(217,963)		(31,662)
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 period	$	142,322	$	244,103

Supplemental cash flow data:
Interest paid	$	23,565	$	15,036
Income taxes paid, net of refunds	$	34,304	$	19,742
Non-cash investing and financing activity:
Change in accrual of property and equipment	$	754	$	(2,864)
Assets acquired under finance lease obligations	$	62	$	2,556
Exchange of 2024 Notes for 2028 Notes	$	(16,658)	$	(161,400)

See accompanying notes to condensed consolidated financial statements.

Table of Contents

GUESS?, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share data)

(unaudited)


	For the three and nine months ended November 2, 2024
	Guess?, Inc. Stockholders’ Equity
	Common Stock									Treasury Stock
	Shares	Amount		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Shares	Amount		Nonredeemable Noncontrolling Interests		Total
Balance at February 3, 2024	53,007,966	$	530	$	594,520	$	1,412,426	$	(137,010)	89,763,349	$	(1,185,526)	$	49,854	$	734,794
Net earnings	—	—		—		13,022		—		—	—		2,884		15,906
Other comprehensive income (loss), net of income tax of ($519)	—	—		—		—		(38)		—	—		637		599
Issuance of common stock under stock compensation plan	779,872	8		(4,682)		—		—		(779,934)	10,323		—		5,649
Issuance of stock under Employee Stock Purchase Plan	9,740	—		69		—		—		(9,740)	129		—		198
Share-based compensation	—	—		3,115		5		—		—	—		—		3,120
Dividends	—	—		—		(135,512)		—		—	—		—		(135,512)
Share repurchases	(326,429)	(3)		3		—		—		326,429	(10,279)		—		(10,279)
Noncontrolling interest capital distribution	—	—		—		—		—		—	—		(11,735)		(11,735)
Noncontrolling interest capital contribution	—	—		—		—		—		—	—		219		219

Sale of common stock warrants	—	—		3,665		—		—		—	—		—		3,665

Termination of common stock warrants	—	—		(548)		—		—		—	—		—		(548)
Termination of convertible note hedges	—	—		1,044		—		—		—	—		—		1,044

Settlement of convertible senior notes	122,313	1		(1,413)		—		—		(122,313)	1,624		—		212
Exercise of convertible notes hedges	(90,729)	(1)		2,558		—		—		90,729	(2,557)		—		—
Balance at May 4, 2024	53,502,733	$	535	$	598,331	$	1,289,941	$	(137,048)	89,268,520	$	(1,186,286)	$	41,859	$	607,332
Net earnings (loss)	—	—		—		(10,603)		—		—	—		1,967		(8,636)
Other comprehensive loss, net of income tax benefit of $534	—	—		—		—		(610)		—	—		(3,393)		(4,003)
Issuance of common stock under stock compensation plan	178,893	2		(2,394)		—		—		(178,893)	2,378		—		(14)
Issuance of stock under Employee Stock Purchase Plan	10,832	—		44		—		—		(10,832)	144		—		188
Share-based compensation	—	—		3,895		30		—		—	—		—		3,925
Dividends	—	—		—		(16,638)		—		—	—		—		(16,638)
Share repurchases	(2,274,140)	(23)		23		—		—		2,274,140	(50,511)		—		(50,511)


Balance at August 3, 2024	51,418,318	$	514	$	599,899	$	1,262,730	$	(137,658)	91,352,935	$	(1,234,275)	$	40,433	$	531,643
Net earnings (loss)	—	—		—		(23,395)		—		—	—		2,640		(20,755)
Other comprehensive loss, net of income tax of ($166)	—	—		—		—		(6,183)		—	—		(1,327)		(7,510)
Issuance of common stock under stock compensation plan	19,190	—		(29)		—		—		(19,190)	259		—		230
Issuance of stock under Employee Stock Purchase Plan	7,695	—		24		—		—		(7,695)	104		—		128
Share-based compensation	—	—		4,450		22		—		—	—		—		4,472
Dividends	—	—		—		(15,733)		—		—	—		—		(15,733)

Noncontrolling interest capital distributions	—	—		—		—		—		—	—		(2,495)		(2,495)
Noncontrolling interest capital contribution	—	—		—		—		—		—	—		32		32
Balance at November 2, 2024	51,445,203	$	514	$	604,344	$	1,223,624	$	(143,841)	91,326,050	$	(1,233,912)	$	39,283	$	490,012

See accompanying notes to condensed consolidated financial statements.

Table of Contents

GUESS?, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share data)

(unaudited)


	For the three and nine months ended October 28, 2023
	Guess?, Inc. Stockholders’ Equity
	Common Stock									Treasury Stock
	Shares	Amount		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Shares	Amount		Nonredeemable Noncontrolling Interests		Total
Balance at January 28, 2023	54,609,786	$	546	$	532,398	$	1,276,857	$	(134,073)	88,161,467	$	(1,141,615)	$	38,638	$	572,751

Net earnings (loss)	—	—		—		(11,805)		—		—	—		1,111		(10,694)
Other comprehensive income (loss), net of income tax benefit of $811	—	—		—		—		(5,404)		—	—		1,309		(4,095)


Issuance of common stock under stock compensation plan	1,085,319	11		(14,519)		—		—		(1,085,319)	14,058		—		(450)
Issuance of stock under Employee Stock Purchase Plan	11,848	—		28		—		—		(11,848)	153		—		181
Share-based compensation	—	—		4,617		3		—		—	—		—		4,620
Dividends	—	—		—		(12,662)		—		—	—		—		(12,662)
Share repurchases	(2,237,872)	(22)		22		—		—		2,237,872	(42,821)		—		(42,821)
Equity component value of convertible note transactions, net	—	—		(744)		—		—		—	—		—		(744)
Sale of common stock warrants	—	—		20,158		—		—		—	—		—		20,158
Purchase of convertible note hedges	—	—		(39,397)		—		—		—	—		—		(39,397)
Termination of common stock warrants	—	—		(1,024)		—		—		—	—		—		(1,024)
Termination of convertible note hedges	—	—		7,235		—		—		—	—		—		7,235


Balance at April 29, 2023	53,469,081	$	535	$	508,774	$	1,252,393	$	(139,477)	89,302,172	$	(1,170,225)	$	41,058	$	493,058

Net earnings	—	—		—		39,033		—		—	—		2,929		41,962
Other comprehensive income, net of income tax of ($270)	—	—		—		—		6,920		—	—		2,382		9,302
Issuance of common stock under stock compensation plan	107,116	1		(811)		—		—		(107,116)	1,402		—		592
Issuance of stock under Employee Stock Purchase Plan	11,085	—		24		—		—		(11,085)	146		—		170
Share-based compensation	—	—		5,455		—		—		—	—		—		5,455
Dividends	—	—		—		(16,591)		—		—	—		—		(16,591)

Purchase of redeemable noncontrolling interest	—	—		1,318		—		—		—	—		(1,223)		95
Noncontrolling interest capital distribution	—	—		—		—		—		—	—		(222)		(222)

Balance at July 29, 2023	53,587,282	$	536	$	514,760	$	1,274,835	$	(132,557)	89,183,971	$	(1,168,677)	$	44,924	$	533,821
Net earnings	—	—		—		55,701		—		—	—		3,603		59,304
Other comprehensive loss, net of income tax of ($747)	—	—		—		—		(20,593)		—	—		(3,055)		(23,648)
Issuance of common stock under stock compensation plan	105,248	1		300		—		—		(105,248)	1,380		—		1,681
Issuance of stock under Employee Stock Purchase Plan	7,743	—		29		—		—		(7,743)	101		—		130
Share-based compensation	—	—		4,870		7		—		—	—		—		4,877
Dividends	—	—		—		(16,633)		—		—	—		—		(16,633)


Noncontrolling interest capital distribution	—	—		—		—		—		—	—		(2,402)		(2,402)

Balance at October 28, 2023	53,700,273	$	537	$	519,959	$	1,313,910	$	(153,150)	89,070,980	$	(1,167,196)	$	43,070	$	557,130

See accompanying notes to condensed consolidated financial statements.

Table of Contents

GUESS?, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

November 2, 2024

(unaudited)

(1) Basis of Presentation

Description of the Business

Guess?, Inc. (the “Company” or “GUESS?”) designs, markets, distributes and licenses a leading lifestyle collection of contemporary apparel and accessories for women, men and children that reflect the American lifestyle and European fashion sensibilities. The Company’s designs are sold in GUESS? owned stores, to a network of wholesale accounts that includes better department stores, selected specialty retailers and upscale boutiques and through the Internet. GUESS? branded products, some of which are produced under license, are also sold internationally through a series of retail store licensees and wholesale distributors. 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, which directly operates stores in the U.S. and in the U.K., and is also available in high-end boutiques, department stores and through e-commerce globally.

Reclassifications

The Company has made certain reclassifications to prior period amounts to conform to the current period presentation within the accompanying condensed consolidated financial statements and notes to the condensed consolidated financial statements.

Interim Financial Statements

In the opinion of management, the accompanying unaudited condensed consolidated financial statements of the Company contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the condensed consolidated balance sheets as of November 2, 2024 and February 3, 2024, and the condensed consolidated statements of income (loss), comprehensive income (loss), cash flows and stockholders’ equity for the three and nine months ended November 2, 2024 and October 28, 2023. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they have been condensed and do not include all of the information and footnotes required by GAAP for complete financial statements. The results of operations and cash flows for the three and nine months ended November 2, 2024 are not necessarily indicative of the results of operations to be expected for the full fiscal year.

These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended February 3, 2024.

Fiscal Periods

The Company operates on a 52/53-week fiscal year calendar, which ends on the Saturday nearest to January 31 of each year. The three and nine months ended November 2, 2024 had the same number of days as the three and nine months ended October 28, 2023. All references herein to “fiscal 2025”, “fiscal 2024” and “fiscal 2023” represent the results of the 52-week fiscal year ending February 1, 2025, the 53-week fiscal year ended February 3, 2024 and the 52-week fiscal year ended January 28, 2023, respectively.

Business Update, Market Trends and Uncertainties

Macroeconomic conditions, including declines in consumer spending, inflation, higher interest rates, foreign exchange rate fluctuations and the impact of the ongoing wars in Ukraine and Gaza are continuing to negatively impact the Company’s businesses.

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The Company continues to carefully monitor global and regional developments and respond appropriately. The Company also continues to strategically manage expenses in order to protect profitability and mitigate, to the extent possible, the residual effect of supply chain disruptions, including the Red Sea crisis. The duration and scope of these conditions cannot be predicted, and therefore, any anticipated negative financial impact to the Company’s operating results cannot be reasonably estimated.

Summary of Significant Accounting Policies

The accounting policies of the Company are set forth in further detail in Note 1 to the Company’s Consolidated Financial Statements contained in the Company’s fiscal 2024 Annual Report on Form 10-K. The Company includes herein certain updates to those policies.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of cash on hand and marketable securities with original maturities of three months or less. The Company’s restricted cash is held for future payment of a special cash dividend declared in March 2024 as nonvested restricted stock awards vest.

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the amounts reported in the financial statements and disclosed in the accompanying notes. Significant areas requiring the use of management estimates relate to the allowances for doubtful accounts, sales return and markdown allowances, valuation of inventories, share-based compensation, income taxes, recoverability of deferred income taxes, unrecognized income tax benefits, the useful life of assets for depreciation and amortization, evaluation of asset impairment (including goodwill and long-lived assets, such as property and equipment and operating lease right-of-use (“ROU”) assets), pension obligations, workers’ compensation and medical self-insurance expense and accruals, litigation reserves, restructuring expense and accruals, convertible senior notes and accounting for business combinations. These estimates and assumptions may change as a result of the impact of global economic conditions, such as the uncertainty regarding the impact of the ongoing wars in Ukraine and Gaza, global inflationary pressures, volatility in foreign exchange rates and declining consumer spending. Actual results could differ from those estimates. Revisions in estimates could materially impact the results of operations and financial position.

The Company’s operations could be impacted in ways the Company is not able to predict today. While the Company believes it has made reasonable accounting estimates based on the facts and circumstances that were available as of the reporting date, to the extent there are differences between these estimates and actual results, the Company’s results of operations and financial position could be materially impacted.

Revenue Recognition

The Company recognizes the majority of its revenue from its direct-to-consumer (brick-and-mortar retail stores and concessions as well as e-commerce) and wholesale distribution channels at a point in time when it satisfies a performance obligation and transfers control of the product to the respective customer.

The Company also recognizes royalty revenue from its trademark license agreements. The Company’s trademark license agreements represent symbolic licenses that are dependent on the Company’s continued support over the term of the license agreement. The amount of revenue that is recognized from the licensing arrangements is based on sales-based royalty and advertising fund contributions as well as specific fixed payments, where applicable. The Company’s trademark license agreements customarily provide for a multi-year initial term ranging from three to fifteen years and may contain options to renew prior to expiration for an additional multi-year period. The unrecognized portion of upfront payments is included in deferred royalties in accrued expenses and other long-term liabilities depending on the short or long-term nature of the payments to be recognized. As of November 2, 2024, the Company had $14.7 million and $33.1 million of deferred royalties related to these upfront payments included in accrued expenses and other current liabilities and other long-term liabilities, respectively. This compares to $5.0 million and $14.8 million of deferred royalties related

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to these upfront payments included in accrued expenses and other current liabilities and other long-term liabilities, respectively, as of February 3, 2024. During the three and nine months ended November 2, 2024, the Company recognized $4.3 million and $13.0 million in net royalties, respectively, related to the amortization of deferred royalties. During the three and nine months ended October 28, 2023, the Company recognized $3.6 million and $10.7 million in net royalties, respectively, related to the amortization of deferred royalties.

Refer to Note 9 for further information on disaggregation of revenue by segment and country.

Allowance for Doubtful Accounts

In the normal course of business, the Company grants credit directly to certain wholesale customers after a credit analysis is performed based on financial and other criteria. Accounts receivable are recorded net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses that may result from the inability of its wholesale customers and licensing partners to make their required payments. The Company bases its allowances on analysis of the aging of accounts receivable at the date of the financial statements, assessments of historical and current collection trends, evaluation of the impact of current and future forecasted economic conditions and whether the Company has obtained credit insurance or other guarantees. Management performs regular evaluations concerning the ability of its customers to make required payments and records a provision for doubtful accounts based on these evaluations.

As of November 2, 2024, approximately 42% of the Company’s total net trade accounts receivable and 63% of its European net trade receivables were subject to credit insurance coverage, certain bank guarantees or letters of credit for collection purposes. The Company’s credit insurance coverage contains certain terms and conditions specifying deductibles and annual claim limits. Management evaluates the creditworthiness of the counterparties to the credit insurance, bank guarantees and letters of credit and records a provision for the risk of loss on these instruments based on these evaluations as considered necessary.

The Company’s credit losses for the periods presented were not significant compared to sales and did not significantly exceed management’s estimates. Refer to Note 6 for further information on the Company’s allowance for doubtful accounts.

Advertising and Marketing Costs

The Company expenses the cost of advertising as incurred. Advertising and marketing expenses charged to operations for the three and nine months ended November 2, 2024 were $25.7 million and $68.6 million, respectively. During the three and nine months ended October 28, 2023, advertising and marketing expenses charged to operations were $13.8 million and $36.6 million, respectively.

Recently Adopted Accounting Guidance

Common Control Arrangements

In March 2023, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance to amend certain provisions of Accounting Standards Codification 842 that apply to arrangements between related parties under common control. The amendment requires leasehold improvements associated with common control leases to be amortized over the useful life to the common control group, and requires certain disclosures when the lease term is shorter than the useful life of the asset. This Accounting Standards Update (“ASU”) is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company adopted this guidance during the three months ended May 4, 2024, which had no material impact on the Company’s consolidated financial position, results of operations or cash flows.

Recently Issued Accounting Guidance

Joint Venture Formations

In August 2023, the FASB issued authoritative guidance regarding the initial measurement of joint ventures. Upon formation, a joint venture is required to recognize and initially measure its assets and liabilities at fair value. The new guidance is applicable to joint ventures with a formation date on or after January 1,

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2025. Early adoption and retrospective application of the amendments are permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.

Segment Reporting

In November 2023, the FASB issued authoritative guidance which modifies the disclosure requirements of reportable segments. This guidance is designed to improve reportable segment disclosure requirements, primarily through enhanced disclosures of significant segment expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.

Income Tax Disclosures

In December 2023, the FASB issued authoritative guidance to enhance the transparency and decision usefulness of income tax disclosures. The additional disclosures required by this update are related to the effective tax rate reconciliation and income taxes paid by jurisdiction. This ASU is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.

Expense Disaggregation

In November 2024, the FASB issued authoritative guidance regarding expense disaggregation disclosures. The guidance requires interim and annual disclosure, within the notes to the Company’s financial statements, of (a) purchases of inventory, (b) employee compensation, (c) depreciation, and (d) intangible asset amortization included in each relevant expense caption presented on the face of the income statement within continuing operations. The requirements also include: (1) inclusion of certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements, (2) a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and (3) disclosure of the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.

(2) Acquisition of rag & bone

On April 2, 2024, the Company completed the acquisition of the operating assets and liabilities of rag & bone, a lifestyle and apparel fashion brand. This included the direct operation of 34 stores in the U.S. and two stores in the U.K. Concurrent with the closing of the acquisition, (i) a joint venture owned 50% by each of the Company and global management firm WHP Global (the “Joint Venture”) acquired rag & bone’s intellectual property and (ii) the Company, through Guess Europe Sagl, a wholly owned subsidiary of the Company, entered into an Intellectual Property License Agreement (the “License Agreement”) with the Joint Venture granting the Company the exclusive right to use rag & bone intellectual property to manufacture licensed products worldwide and to sell licensed products in specified territories in exchange for payment of royalty fees by the Company to the Joint Venture.

The Company paid total cash consideration of approximately $57.1 million at closing for both the operating assets and its 50% interest in the licensing assets. In addition, there is potential for incremental earnout consideration to the sellers, of which the Company could be responsible for a maximum of $12.8 million, based on preset levels of sales and EBITDA performance of the rag & bone operations in its fiscal year ending January 4, 2025. The Company recorded a $2.0 million payable with respect to the potential earnout payment during the quarter ended May 4, 2024 based on its assessment of the fair value measurement of such earnout as of April 2, 2024. There was no material change in the assessed fair value of the potential earnout as of November 2, 2024.

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The transaction is intended to provide the following strategic and financial benefits:

•Leverage the Company’s powerful infrastructure to accelerate rag & bone growth and drive synergies;

•Expand the Company’s global lifestyle brand portfolio with the rag & bone brand, allowing the Company to reach a very attractive customer base that is complimentary to that of the Guess and Marciano brands.

Purchase Price Allocation

The rag & bone acquisition was accounted for as a business combination in accordance with ASC Topic 805. Consistent with ASC Topic 805, rag & bone was consolidated into the Company’s condensed consolidated financial statements starting on the acquisition date. Under the acquisition method, the Company records the identifiable assets acquired and liabilities assumed at their respective fair values on the acquisition date. There are various estimates and judgments related to the valuation of identifiable assets acquired and liabilities assumed. These estimates and judgments have the potential to materially impact the Company’s condensed consolidated financial statements.

The purchase price allocation as of the acquisition date was based on a preliminary valuation and is subject to change as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available. For each of the three months ended August 3, 2024 and November 2, 2024, purchase price allocation adjustments were immaterial. The purchase price consideration was allocated to assets acquired and liabilities assumed based on their respective fair values as follows (in thousands):


	Apr 2, 2024
Cash and cash equivalents	$	2,083
Accounts receivable	23,582
Inventory	52,105
Other current assets	10,900
Total current assets	88,670
Property and equipment	12,605
Operating lease right-of-use assets	38,821
Other assets	61,840
Total assets acquired	$	201,936

Accounts payable	$	23,752
Accrued expenses	11,923
Current portion of operating lease liabilities	16,588
Total current liabilities	52,263
Long-term operating lease liabilities	44,496
Total liabilities assumed	$	96,759

Fair value of net assets acquired	$	105,177

Cash	$	57,064
Earnout consideration	2,040
Vendor consideration	46,073
Fair value of acquisition consideration	$	105,177

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The Company recorded an allocation of the purchase price to the tangible assets acquired and liabilities assumed based on their fair values at the acquisition date, including the fair value of the equity method investment in the Joint Venture. The fair value of inventories, which is primarily made up of finished goods, was determined based on market assumptions for realizing a reasonable profit after selling costs. The fair value of intangibles reflects the rag & bone wholesale customer relationships, which is reported in other assets on the Company’s condensed consolidated balance sheets and will be amortized over a ten-year period reflecting the economic life of such relationships. In the acquisition, the Company assumed off-market leases for retail stores, which will be unwound over 3.5 years.

The Company considers the difference between the total fair value received, inclusive of the deferred tax asset recognized by the Company associated with the transaction, and consideration paid, to be a vendor consideration liability, which reflects the incentive the Company received to enter into the rag & bone transaction and related License Agreement. As such, a $46.1 million vendor consideration liability was recorded on the Company’s condensed consolidated balance sheets and no goodwill was recognized as of the acquisition date. The vendor consideration liability will be amortized over five years.

During the three months ended November 2, 2024, the Company incurred no transaction-related costs in connection with the acquisition of rag & bone. During the nine months ended November 2, 2024, the Company incurred $5.7 million of transaction-related costs in connection with the acquisition of rag & bone, which were included in selling, general and administrative expenses in the condensed consolidated statements of income (loss) and comprehensive income (loss).

Pro Forma Financial Information

For the three months ended November 2, 2024 and the period April 2, 2024 through November 2, 2024, rag & bone’s aggregate net revenue was $73.8 million and $161.0 million, respectively. The following financial information presents the Company’s consolidated net revenues as if the acquisition had occurred on January 29, 2023 (in thousands):


	Three Months Ended				Nine Months Ended
	Nov 2, 2024		Oct 28, 2023		Nov 2, 2024		Oct 28, 2023
Pro-forma net revenue	$	738,518	$	720,435	$	2,096,263	$	2,070,000

The Company did not have any nonrecurring pro forma adjustments directly attributable to the rag & bone acquisition included in the reported pro forma revenue.

These pro forma revenues were based on estimates and assumptions, which the Company believes are reasonable and have been calculated after applying the Company’s accounting policies. They are not the results that would have been realized had the acquisition actually occurred on January 29, 2023 and are not necessarily indicative of the Company’s consolidated net revenue in future periods.

Equity Method Investment in and License Agreement with the Joint Venture

The Company determined that it does not have a controlling financial interest in the Joint Venture, as the Company does not control the governing body of the Joint Venture and does not have the right to direct the most significant activities of the Joint Venture, which include monetizing the rag & bone intellectual property through licensing arrangements. The Company accounts for its 50% interest in the Joint Venture, through which it exercises significant influence, under the equity method. The Company initially recorded its investment in the Joint Venture at cost, which is derived from fair value due to the bundled nature of the rag & bone transaction, and included the acquisition of the rag & bone operating net assets, the License Agreement, as well as the Joint Venture investment. As of November 2, 2024, the carrying value of the Joint Venture investment is approximately $45.0 million, inclusive of the Company’s interest held through a non-interest bearing loan of $15.6 million. The carrying value for the Company’s equity investment is reported in other assets on the Company’s condensed consolidated balance sheets.

The Company and the Joint Venture entered into the License Agreement concurrent with the overall rag & bone transaction. The License Agreement grants the Company the exclusive right to use rag & bone

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intellectual property to manufacture licensed products worldwide and to sell licensed products in specified territories. The initial term of the License Agreement is ten years, and the License Agreement automatically renews for up to four successive renewal terms of ten years (unless the Company provides notice of non-renewal). The Joint Venture, through WHP Global, has the right to terminate the License Agreement upon certain breaches by the Company. Under the terms of the License Agreement, the Company will pay the Joint Venture royalties equal to specified percentages of net sales of licensed products, which vary based on sales channel, subject to an annual guaranteed minimum royalty during the term of the License Agreement. The Company records the royalty expenses within cost of product sales.

Pursuant to the agreement governing the operations of the Joint Venture, cash earnings of the Joint Venture will be distributed to the Company and WHP Global on a pro rata basis based on their respective equity ownership interests, subject to certain adjustments agreed to between the Company and WHP Global. The Company will subsequently adjust the carrying amount based on its share of the Joint Venture’s net income or loss. The Company’s share of equity income will be included within results from operations in the condensed consolidated statements of income (loss), subject to adjustments for intercompany profits associated with the License Agreement.

(3) Lease Accounting

The Company primarily leases its showrooms, advertising, licensing, sales and merchandising offices, remote distribution and warehousing facilities and retail and factory outlet store locations under operating lease agreements expiring on various dates through August 2044. The Company also leases some of its equipment, as well as computer hardware and software, under operating and finance lease agreements expiring on various dates through July 2029.

The Company’s lease agreements primarily provide for lease payments based on a minimum annual rental amount, a percentage of annual sales volume, periodic adjustments related to inflation or a combination of such lease payments. Certain retail store leases provide for lease payments based upon the minimum annual rental amount and a percentage of annual sales volume, generally ranging from 3% to 26%, when specific sales volumes are exceeded. The Company’s retail concession leases also provide for lease payments primarily based upon a percentage of annual sales volume, which averages approximately 26%.

During the nine months ended November 2, 2024, the Company closed on the sale and leaseback of its U.S. distribution center. The lease payments escalate at a fixed percentage rate annually for the first ten years. After the initial lease term, the Company has the option to renew the lease for two five-year extension periods. The transaction met the criteria for sale-leaseback accounting and, as such, a net gain of $13.8 million was recognized on the sale of the assets during the nine months ended November 2, 2024.

In addition to the amounts as disclosed below, the Company has estimated additional operating lease commitments of approximately $8.3 million for leases where the Company has not yet taken possession of the underlying asset as of November 2, 2024. As such, the related operating lease ROU assets and operating lease liabilities have not been recognized in the Company’s condensed consolidated balance sheet as of November 2, 2024.

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The components of leases are (in thousands):


		Nov 2, 2024		Feb 3, 2024
Assets	Balance Sheet Location
Operating	Operating lease right-of-use assets	$	794,066	$	667,031
Finance	Property and equipment, net	8,010		15,132
Total lease assets		$	802,076	$	682,163

Liabilities	Balance Sheet Location
Current:
Operating	Current portion of operating lease liabilities	$	180,835	$	166,451
Finance	Current portion of borrowings and finance lease obligations	5,603		5,573
Noncurrent:
Operating	Long-term operating lease liabilities	670,430		542,392
Finance	Long-term debt and finance lease obligations	5,154		9,857
Total lease liabilities		$	862,022	$	724,273

The components of lease costs are (in thousands):


		Three Months Ended				Nine Months Ended
	Income Statement Location	Nov 2, 2024		Oct 28, 2023		Nov 2, 2024		Oct 28, 2023
Operating lease costs	Cost of product sales	$	53,293	$	44,964	$	151,652	$	136,367
Operating lease costs	Selling, general and administrative expenses	7,730		6,744		24,820		19,941
Operating lease costs1	Net (gains) losses on lease modifications	(718)		537		(718)		(1,894)
Finance lease costs
Amortization of leased assets	Cost of product sales	8		9		20		61
Amortization of leased assets	Selling, general and administrative expenses	753		1,635		3,881		4,747
Interest on lease liabilities	Interest expense	120		179		475		577
Variable lease costs2	Cost of product sales	25,361		23,400		74,894		71,551
Variable lease costs2	Selling, general and administrative expenses	932		804		3,247		2,551
Short-term lease costs	Cost of product sales	129		92		358		241
Short-term lease costs	Selling, general and administrative expenses	2,071		2,015		6,275		4,306
Total lease costs		$	89,679	$	80,379	$	264,904	$	238,448

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Notes:

1During each of the three and nine months ended November 2, 2024 and October 28, 2023, net (gains) losses on lease modifications related primarily to the early termination of certain lease agreements. Operating lease costs for these locations prior to the early termination were included in cost of product sales.

2During the three and nine months ended November 2, 2024, variable lease costs included certain rent concessions of approximately $0.2 million and $0.5 million, respectively, received by the Company, primarily in Europe. During the three and nine months ended October 28, 2023, variable lease costs included certain rent concessions of approximately $0.4 million and $1.4 million, respectively, received by the Company, primarily in Europe.

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Maturities of the Company’s operating and finance lease liabilities as of November 2, 2024 are (in thousands):


	Operating Leases
Maturity of Lease Liabilities	Non-Related Parties		Related Parties		Finance Leases		Total
Fiscal 2025	$	67,282	$	1,934	$	816	$	70,032
Fiscal 2026	177,476		7,218		5,696		190,390
Fiscal 2027	161,172		7,780		3,184		172,136
Fiscal 2028	132,696		7,703		1,353		141,752
Fiscal 2029	117,440		8,468		294		126,202
After fiscal 2029	300,818		12,329		3		313,150
Total lease payments	956,884		45,432		11,346		1,013,662
Less: Interest	142,591		8,460		589		151,640
Present value of lease liabilities	$	814,293	$	36,972	$	10,757	$	862,022

Other supplemental information is (in thousands):

Lease Term and Discount Rate

Nov 2, 2024

Weighted-average remaining lease term

Operating leases

6.4 years

Finance leases

2.6 years

Weighted-average discount rate

Operating leases

5.2%

Finance leases

4.1%


	Nine Months Ended
Supplemental Cash Flow Information	Nov 2, 2024		Oct 28, 2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	163,728	$	155,379


New operating ROU assets obtained in exchange for lease liabilities	$	192,543	$	128,756

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(4) Earnings (Loss) per Share

The computation of basic and diluted net earnings (loss) per common share attributable to common stockholders is (in thousands, except per share data):


	Three Months Ended				Nine Months Ended
	Nov 2, 2024		Oct 28, 2023		Nov 2, 2024		Oct 28, 2023
Net earnings (loss) attributable to Guess?, Inc.	$	(23,395)	$	55,701	$	(20,976)	$	82,929
Less net earnings attributable to nonvested restricted stockholders	210		672		687		1,066
Net earnings (loss) attributable to common stockholders	(23,605)		55,029		(21,663)		81,863
Add expenses (income) related to the convertible senior notes1	(7,712)		2,779		—		6,826
Net earnings (loss) attributable to common stockholders used in diluted computations	$	(31,317)	$	57,808	$	(21,663)	$	88,689

Weighted average common shares used in basic computations	50,798		53,052		52,047		53,450

Effect of dilutive securities:
Stock options and restricted stock units	—		1,366		—		1,276
Convertible senior notes	15,810		15,913		—		13,372
Weighted average common shares used in diluted computations	66,608		70,331		52,047		68,098

Net earnings (loss) per common share attributable to common stockholders:
Basic	$	(0.46)	$	1.04	$	(0.42)	$	1.53
Diluted	$	(0.47)	$	0.82	$	(0.42)	$	1.30

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Notes:

1Expenses (income) related to the convertible senior notes include interest expense, loss on extinguishment of debt and (gain) loss on fair value remeasurement for embedded derivative, net of associated income tax effect.

Potentially dilutive common stock, including equity awards granted that were outstanding as well as shares issuable under convertible senior notes, are not included in the computation of diluted weighted average common shares and common equivalent shares outstanding if their effect would have been antidilutive. Antidilutive shares excluded from the computation of diluted weighted average common shares and common equivalent shares outstanding are:


	Three Months Ended		Nine Months Ended
	Nov 2, 2024	Oct 28, 2023	Nov 2, 2024	Oct 28, 2023
Stock options and restricted stock units1	1,492,824	159,950	1,557,115	1,011,089

Convertible senior notes	—	—	15,798,155	1,491,394
Total	1,492,824	159,950	17,355,270	2,502,483

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Notes:

1During the three months ended November 2, 2024, 1,172,118 potentially dilutive shares were excluded given the Company’s net loss and 320,706 potentially dilutive shares were excluded because the assumed proceeds resulted in these awards being antidilutive. During the nine months ended November 2, 2024, 1,313,235 potentially dilutive shares were excluded given the Company’s net loss and 243,880 potentially dilutive shares were excluded because the assumed proceeds resulted in these awards being antidilutive.

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For the three and nine months ended November 2, 2024, the Company excluded 574,941 nonvested stock units which were subject to the achievement of performance-based or market-based vesting conditions from the computation of diluted weighted average common shares and common equivalent shares outstanding because these conditions were not achieved as of November 2, 2024. For the three and nine months ended October 28, 2023, the Company excluded 640,042 nonvested stock units which were subject to the achievement of performance-based or market-based vesting conditions from the computation of diluted weighted average common shares and common equivalent shares outstanding because these conditions were not achieved as of October 28, 2023.

Warrants related to the 2.00% convertible senior notes due April 2024 (the “2024 Notes”) to purchase approximately 0.3 million and 4.6 million shares of the Company’s common shares at adjusted strike prices of $40.65 and $44.53 per share were outstanding as of November 2, 2024 and October 28, 2023, respectively. Warrants related to the 3.75% convertible senior notes due April 2028 (the “2028 Notes”, and together with the 2024 Notes, the “Notes”) to purchase approximately 15.8 million and 11.1 million shares of the Company’s common shares at adjusted strike prices of $37.61 and $41.51 per share were outstanding as of November 2, 2024 and October 28, 2023, respectively. During the three and nine months ended November 2, 2024 and October 28, 2023, these warrants were excluded from the computation of diluted net earnings (loss) per share since the warrants’ adjusted strike price was greater than the average market price of the Company’s common stock. See Note 11 for more information regarding the Notes.

(5) Stockholders' Equity

Share Repurchase Program

During fiscal 2022, the Board of Directors authorized a $200 million share repurchase program (the “2021 Share Repurchase Program”). On March 14, 2022, the Board of Directors expanded the repurchase authorization under the 2021 Share Repurchase Program by $100 million. In January 2024, the Board of Directors expanded the repurchase authorization by approximately $1.4 million to cover the repurchases associated with the January 2024 issuance of the January Additional 2028 Notes (as defined in Note 11). As of February 3, 2024, the Company had no remaining authority under the 2021 Share Repurchase Program to purchase its common stock.

On March 25, 2024, the Board of Directors authorized a new $200 million share repurchase program (the “2024 Share Repurchase Program”). Repurchases under the 2024 Share Repurchase Program may be made on the open market or in privately negotiated transactions, pursuant to Rule 10b5-1 trading plans or other available means. There is no minimum or maximum number of shares to be repurchased under the program and the program may be discontinued at any time without prior notice.

During the three months ended November 2, 2024, there were no share repurchases. During the nine months ended November 2, 2024, the Company repurchased 2.6 million shares of the Company’s common stock under its 2024 Share Repurchase Program at an aggregate cost of $60.8 million, including excise tax. During the three months ended October 28, 2023, there were no share repurchases. During the nine months ended October 28, 2023, the Company repurchased 2.2 million shares under its 2021 Share Repurchase Program at an aggregate cost of $42.8 million, including excise tax. As of November 2, 2024, the Company had remaining authority under the 2024 Share Repurchase Program to purchase approximately $139.8 million of its common stock.

Dividends

The following sets forth the cash dividend declared per share:


	Three Months Ended				Nine Months Ended
	Nov 2, 2024		Oct 28, 2023		Nov 2, 2024		Oct 28, 2023
Cash dividend declared per share	$	0.300	$	0.300	$	3.150	$	0.825

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The indenture governing the 2024 Notes required an adjustment to the conversion rate and the conversion price of the 2024 Notes for quarterly dividends exceeding $0.1125 per share. The indenture governing the 2028 Notes requires an adjustment to the conversion rate and the conversion price of the 2028 Notes for quarterly dividends exceeding $0.225 per share.

On May 24, 2023, the Company announced an increase to its regular quarterly cash dividend from $0.225 to $0.30 per share on the Company’s common stock. On March 20, 2024, the Company announced a special cash dividend of $2.25 per share on the Company’s common stock in addition to the quarterly cash dividend of $0.30 per share. The dividends were paid on May 3, 2024 to shareholders of record as of the close of business on April 17, 2024. In accordance with the terms of the indentures governing the 2028 Notes, the Company has adjusted the conversion rate and the conversion price of the 2028 Notes for quarterly dividends exceeding $0.225 per share. Corresponding adjustments have been made to the strike prices with respect to the convertible note hedges and the warrants entered into by the Company in connection with the offering of the 2028 Notes, each of which was decreased in accordance with the terms of the applicable convertible note hedge confirmations and warrant confirmations. Refer to Note 11 for more information.

For each of the periods presented, dividends paid also included the impact from vesting of restricted stock units that are considered non-participating securities and are only entitled to dividend payments once the respective awards vest.

Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss) (“AOCL”), net of related income taxes, are (in thousands):


	Foreign Currency Translation Adjustment		Derivative Financial Instruments Designated as Cash Flow Hedges		Defined Benefit Plans		Total

	Three Months Ended Nov 2, 2024
Balance at August 3, 2024	$	(137,667)	$	476	$	(467)	$	(137,658)
Gains (losses) arising during the period	(7,542)		1,688		77		(5,777)
Reclassification to net earnings (loss) for gains realized	—		(372)		(34)		(406)
Net other comprehensive income (loss)	(7,542)		1,316		43		(6,183)
Balance at November 2, 2024	$	(145,209)	$	1,792	$	(424)	$	(143,841)


	Nine Months Ended Nov 2, 2024
Balance at February 3, 2024	$	(136,115)	$	(544)	$	(351)	$	(137,010)
Gains (losses) arising during the period	(9,094)		1,001		28		(8,065)
Reclassification to net earnings (loss) for (gains) losses realized	—		1,335		(101)		1,234
Net other comprehensive income (loss)	(9,094)		2,336		(73)		(6,831)
Balance at November 2, 2024	$	(145,209)	$	1,792	$	(424)	$	(143,841)

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	Foreign Currency Translation Adjustment		Derivative Financial Instruments Designated as Cash Flow Hedges		Defined Benefit Plans		Total
	Three Months Ended Oct 28, 2023
Balance at July 29, 2023	$	(123,169)	$	(5,805)	$	(3,583)	$	(132,557)
Gains (losses) arising during the period	(26,663)		5,870		184		(20,609)
Reclassification to net earnings for (gains) losses realized	—		(6)		22		16
Net other comprehensive income (loss)	(26,663)		5,864		206		(20,593)
Balance at October 28, 2023	$	(149,832)	$	59	$	(3,377)	$	(153,150)


	Nine Months Ended Oct 28, 2023

Balance at January 28, 2023	$	(129,168)	$	(1,584)	$	(3,321)	$	(134,073)
Gains (losses) arising during the period	(20,664)		7,383		(122)		(13,403)
Reclassification to net earnings for (gains) losses realized	—		(5,740)		66		(5,674)
Net other comprehensive income (loss)	(20,664)		1,643		(56)		(19,077)
Balance at October 28, 2023	$	(149,832)	$	59	$	(3,377)	$	(153,150)

Details on reclassifications out of AOCL to net earnings (loss) are (in thousands):


	Three Months Ended				Nine Months Ended				Location of (Gain) Loss Reclassified from AOCL into Earnings (Loss)
	Nov 2, 2024		Oct 28, 2023		Nov 2, 2024		Oct 28, 2023



Derivative financial instruments designated as cash flow hedges:
Foreign exchange currency contracts	$	(418)	$	130	$	1,683	$	(6,074)	Cost of product sales

Interest rate swap	—		(158)		(212)		(434)		Interest expense
Less income tax effect	46		22		(136)		768		Income tax expense (benefit)
	(372)		(6)		1,335		(5,740)




Defined benefit plans:
Net actuarial (gain) loss amortization	(2)		64		(9)		191		Other expense, net
Prior service credit amortization	(42)		(40)		(122)		(119)		Other expense, net
Less income tax effect	10		(2)		30		(6)		Income tax expense (benefit)
	(34)		22		(101)		66
Total reclassifications during the period	$	(406)	$	16	$	1,234	$	(5,674)

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(6) Accounts Receivable

Accounts receivable is summarized as follows (in thousands):


	Nov 2, 2024		Feb 3, 2024
Trade	$	346,592	$	305,900
Royalty	33,519		9,334
Other	10,530		6,711
	390,641		321,945
Less allowances	7,274		7,176
	$	383,367	$	314,769

Accounts receivable consists of trade receivables relating primarily to the Company’s wholesale business in Europe and, to a lesser extent, its wholesale businesses in the Americas and Asia, royalty receivables relating to its licensing operations, credit card and retail concession receivables related to its retail businesses and certain other receivables. Other receivables generally relate to amounts due to the Company that result from activities not related to the direct sale of the Company’s products or collection of royalties.

(7) Inventories

Inventories consist of the following (in thousands):


	Nov 2, 2024		Feb 3, 2024
Raw materials	$	3,871	$	1,488
Work in progress	49		3
Finished goods	671,832		464,806
	$	675,752	$	466,297

The above balances include an allowance to write down inventories to the lower of cost or net realizable value of $25.8 million and $25.5 million as of November 2, 2024 and February 3, 2024, respectively.

(8) Income Taxes

Effective Income Tax Rate

Income tax expense for the interim periods is computed using the income tax rate estimated to be applicable for the full fiscal year, adjusted for discrete items. The Company’s effective income tax rate was an expense of 355.1% for the nine months ended November 2, 2024 compared to a benefit of 6.3% for the nine months ended October 28, 2023. The change in the effective income tax rate was primarily due to a net $41.8 million unrealized loss on the fair value remeasurement of derivatives related to the Company’s 2028 Notes and the related convertible note hedge recorded in the current period which was disregarded for income tax purposes, compared to a discrete income tax benefit recognized during the third quarter of fiscal 2024 as a result of the consolidation of certain business functions into Switzerland as described below.

Intra-Entity Transactions

During fiscal 2022, the Company completed an intra-entity transfer of intellectual property rights from certain U.S. entities to a wholly-owned Swiss subsidiary, more closely aligning the Company’s intellectual property rights with its business operations. This transaction resulted in a taxable gain in the U.S. The U.S. taxable gain generated by this intercompany transfer of intellectual property was primarily offset by the recognition of a deferred income tax asset in the Swiss subsidiary.

During fiscal 2024, the Company recognized a one-time net tax benefit of Swiss Franc 33.7 million related to the consolidation of certain business functions into Switzerland that was approved by the Switzerland tax authority during the third quarter of fiscal 2024.

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Changes in Income Tax Law

During calendar year 2019, Switzerland implemented income tax reform (“Swiss tax reform”) that was effective as of January 1, 2020. The Swiss tax reform eliminated certain preferential income tax treatments and included transitional relief measures which provided for future income tax deductions. During fiscal 2020, the Company recognized a one-time income tax benefit of approximately $8.1 million related primarily to the recognition of a deferred income tax asset associated with the estimated value of an income tax basis step-up of the Company’s Switzerland subsidiary’s assets. During fiscal 2023, the Company recorded a $2.3 million reserve for uncertain income tax positions related to such deferred income tax asset. During fiscal 2024, based on recent developments among European Union tax authorities, the Company wrote off the $8.1 million tax benefit related to the value of the income tax basis step-up of the Company’s Switzerland subsidiary’s assets, resulting in a net income tax expense of $5.8 million.

Unrecognized Income Tax Benefit

The Company and its subsidiaries are subject to U.S. federal and foreign income tax, as well as income tax of multiple state and foreign local jurisdictions. From time-to-time, the Company is subject to routine income and other audits on various income tax matters around the world in the ordinary course of business. As of November 2, 2024, the Company does not expect its ongoing income tax or other tax audits to have a material impact on the financial statements.

As of November 2, 2024 and February 3, 2024, the Company had $67.7 million and $63.4 million, respectively, of aggregate accruals for uncertain income tax positions, including penalties and interest. This includes an accrual of $19.9 million for the estimated transition tax (excluding interest) related to the 2017 Tax Cuts and Jobs Act (the “Tax Reform”) and $20.6 million for the intra-entity transfer of intellectual property rights from certain U.S. entities to a wholly-owned Swiss subsidiary, substantially offset by the related deferred income tax benefit recorded by the Swiss subsidiary. The Company reviews and updates the estimates used in the accrual for uncertain income tax positions, as appropriate, as more definitive information or interpretations become available from income taxing authorities, and on the completion of income tax audits, the receipt of assessments, expiration of statutes of limitations, or occurrence of other events.

During fiscal 2021, the Company became aware of a foreign withholding income tax regulation that could be interpreted to apply to certain of its previous transactions. The Company currently does not expect its exposure, if any, will have a material impact on its consolidated financial position, results of operations or cash flows.

Indefinite Reinvestment Assertion

The Company has historically considered the undistributed earnings of its foreign subsidiaries to be indefinitely reinvested. As a result of the Tax Reform, the Company had a substantial amount of previously taxed earnings that could be distributed to the U.S. without additional U.S. taxation. As of November 2, 2024, the Company determined that approximately $73.3 million of such foreign earnings are not indefinitely reinvested. The incremental tax cost to repatriate these earnings to the U.S. is immaterial. The Company intends to indefinitely reinvest the remaining earnings from the Company’s foreign subsidiaries for which a deferred income tax liability has not already been recorded. The Company continues to evaluate its plans for reinvestment or repatriation of unremitted foreign earnings and regularly reviews its cash positions and determination of indefinite reinvestment of foreign earnings. If the Company determines that all or a portion of such foreign earnings are no longer indefinitely reinvested, the Company may be subject to additional foreign withholding taxes and U.S. state income taxes, beyond the one-time transition tax.

(9) Segment Information

The Company’s businesses are grouped into five reportable segments for management and internal financial reporting purposes: Europe, Americas Retail, Americas Wholesale, Asia and Licensing. The Company’s Europe, Americas Retail, Americas Wholesale and Licensing reportable segments are the same as their respective operating segments. Certain components of the Company’s Asia operating segment are

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separate operating segments based on region, which have been aggregated into the Asia reportable segment for disclosure purposes. On April 2, 2024, the Company completed the rag & bone acquisition and has integrated rag & bone into its existing segments for financial reporting purposes.

Management evaluates segment performance based primarily on revenues and earnings (loss) from operations before corporate performance-based compensation costs, asset impairment charges, net gains (losses) on lease modifications, separation charges, transaction costs, restructuring charges, gain on sale of assets and certain non-recurring credits (charges), if any. All intercompany revenues are eliminated in consolidation and are not reviewed when evaluating segment performance. The Company believes this segment reporting reflects how its business segments are managed and how each segment’s performance is evaluated by the Company’s chief operating decision maker to assess performance and make resource allocation decisions.

Net revenue and earnings (loss) from operations are summarized (in thousands):


	Three Months Ended				Nine Months Ended
	Nov 2, 2024		Oct 28, 2023		Nov 2, 2024		Oct 28, 2023
Net revenue:
Europe	$	368,429	$	344,472	$	1,035,532	$	990,981
Americas Retail	172,751		153,872		498,441		464,984
Americas Wholesale	98,849		55,288		245,381		150,361
Asia	65,478		64,498		192,566		194,210
Licensing	33,011		33,040		91,101		84,944
Total net revenue	$	738,518	$	651,170	$	2,063,021	$	1,885,480
Earnings (loss) from operations:
Europe	$	32,476	$	35,555	$	69,431	$	84,344
Americas Retail	(7,487)		8,086		(15,185)		20,060
Americas Wholesale	25,410		16,106		55,517		40,264
Asia	(1,281)		636		1,236		3,927
Licensing	30,296		30,770		84,110		79,419
Total segment earnings from operations	79,414		91,153		195,109		228,014
Corporate overhead	(36,765)		(34,106)		(134,935)		(105,164)

Asset impairment charges1	(1,091)		(1,737)		(4,509)		(6,293)
Net gains (losses) on lease modifications2	718		(537)		718		1,894
Gain on sale of assets3	—		—		13,781		—

Total earnings from operations	$	42,276	$	54,773	$	70,164	$	118,451

______________________________________________________________________

Notes:

1During each of the three and nine months ended November 2, 2024 and October 28, 2023, the Company recognized asset impairment charges related primarily to impairment of property and equipment related to certain retail locations resulting from under-performance and expected store closures. Refer to Note 16 for more information regarding these asset impairment charges.

2During each of the three and nine months ended November 2, 2024 and October 28, 2023, the Company recorded net gains (losses) on lease modifications related primarily to the early termination of certain lease agreements.

3During the nine months ended November 2, 2024, the Company recorded a gain on the sale of assets related to the U.S. distribution center.

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The below presents information regarding geographic areas in which the Company operated. Net revenue is classified primarily based on the country where the Company’s customer is located (in thousands):


	Three Months Ended				Nine Months Ended
	Nov 2, 2024		Oct 28, 2023		Nov 2, 2024		Oct 28, 2023
Net revenue:
U.S.	$	198,955	$	133,613	$	542,794	$	412,746
Italy	72,519		71,395		208,240		213,055
Germany	52,326		47,179		137,615		127,503
South Korea	39,097		41,642		118,788		124,132
Spain	37,385		35,034		107,501		104,389
Canada	33,244		38,968		95,134		109,178
Mexico	31,977		31,426		92,226		78,978
Other countries	240,004		218,873		669,622		630,555
Total product sales	705,507		618,130		1,971,920		1,800,536
Net royalties	33,011		33,040		91,101		84,944
Net revenue	$	738,518	$	651,170	$	2,063,021	$	1,885,480

Due to the seasonal nature of the Company’s business segments, the above net revenue and operating results are not necessarily indicative of the results that may be expected for the full fiscal year.

(10) Borrowings and Finance Lease Obligations

Borrowings and finance lease obligations are summarized (in thousands):


	Nov 2, 2024		Feb 3, 2024
Term loans	$	4,967	$	12,060
Finance lease obligations	10,757		15,430
Mortgage debt	—		16,435
Borrowings under credit facilities	262,548		21,653
Other	2,870		3,413
	281,142		68,991
Less current installments	42,836		40,781
Long-term debt and finance lease obligations	$	238,306	$	28,210

Term Loans

The Company entered into term loans with certain banks primarily in Europe during fiscal 2021. These loans are primarily unsecured, have remaining terms of less than one year and incur interest at annual rates ranging between 1.5% to 6.0%. As of November 2, 2024 and February 3, 2024, the Company had outstanding borrowings of $5.0 million and $12.1 million, respectively, under these term loans.

Finance Lease Obligations

The Company has entered into finance leases for equipment used in its European distribution centers. These finance lease agreements provide for monthly minimum lease payments and expire on various dates through May 2027 with an average effective interest rate of approximately 4%. As of November 2, 2024 and February 3, 2024, these finance lease obligations totaled $5.6 million and $8.1 million, respectively.

The Company also has smaller finance leases related to computer hardware and software and other equipment. As of November 2, 2024 and February 3, 2024, these finance lease obligations totaled $5.2 million and $7.3 million, respectively.

Mortgage Debt

During fiscal 2017, the Company entered into a ten-year $21.5 million real estate secured loan (the “Mortgage Debt”) which was secured by the Company’s U.S. distribution center based in Louisville,

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Kentucky. The Mortgage Debt required the Company to comply with a fixed charge coverage ratio on a trailing four-quarter basis if consolidated cash, cash equivalents, short-term investment balances and availability under borrowing arrangements fell below certain levels. In addition, the Mortgage Debt contained customary covenants, including covenants that limited or restricted the Company’s ability to incur liens on the mortgaged property and enter into certain contractual obligations. Upon the occurrence of an event of default under the Mortgage Debt, the lender could have terminated the Mortgage Debt and declared all amounts outstanding to be immediately due and payable. The Mortgage Debt specified a number of events of default (some of which were subject to applicable grace or cure periods), including, among other things, non-payment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults and material judgment defaults. In May 2023, the Company amended the terms of the Mortgage Debt, which was previously payable at a variable rate based on the London Interbank Offered Rate (“LIBOR”), to provide for the interest rate to be based on the Secured Overnight Financing Rate (“SOFR”), effective May 1, 2023. The Company also amended its existing interest rate swap agreement, resulting in a swap fixed rate of approximately 3.14%. During the nine months ended November 2, 2024, the Company paid the $16.3 million remaining balance of the Mortgage Debt when it sold the associated building and land and extinguished this debt.

Credit Facilities

Long-Term 2023 Credit Facility

During fiscal 2023, the Company amended and restated its senior secured asset-based revolving credit facility with Bank of America, N.A. and other lenders party thereto to extend the maturity date of the credit facility to December 20, 2027, among other changes (as amended, the “2023 Credit Facility”). In addition, the Company entered into agreements to amend the 2023 Credit Facility to permit, among other things, an exchange and subscription offering and certain related transactions on each of April 12, 2023 and March 28, 2024. The 2023 Credit Facility previously provided for a borrowing capacity in an amount up to $150 million, which was increased in March 2024 by $50 million to a total borrowing capacity under the facility up to $200 million. The borrowing facility includes a Canadian sub-facility up to $20 million, subject to a borrowing base. Based on applicable accounts receivable, inventory and eligible cash, subject to certain allowances, the Company could have borrowed up to $192.3 million under the 2023 Credit Facility as of November 2, 2024. The 2023 Credit Facility has an option to expand the borrowing capacity by up to $100 million subject to certain terms and conditions, including the willingness of existing or new lenders to assume such increased amount. The 2023 Credit Facility is available for direct borrowings and the issuance of letters of credit, subject to certain letters of credit sublimits, and may be used for repayment of debt, working capital and other general corporate purposes. As of November 2, 2024, the Company had $7.7 million in outstanding standby letters of credit, no outstanding documentary letters of credit and no outstanding borrowings under the 2023 Credit Facility. As of February 3, 2024, the Company had $6.6 million in outstanding standby letters of credit, no outstanding documentary letters of credit and no outstanding borrowings under the 2023 Credit Facility.

All obligations under the 2023 Credit Facility are unconditionally guaranteed by the Company and the Company’s existing and future domestic and Canadian subsidiaries, subject to certain exceptions, and are secured by a first priority lien on substantially all of the assets of the Company and such domestic and Canadian subsidiaries, as applicable.

Direct borrowings under the 2023 Credit Facility made by the Company and its domestic subsidiaries bear interest at the U.S. base rate plus an applicable margin (varying from 0.25% to 0.75%) or at Term SOFR plus a spread adjustment plus an applicable margin (varying from 1.25% to 1.75%), provided that Term SOFR may not be less than zero. The U.S. base rate is based on the greater of (i) the U.S. prime rate, (ii) the federal funds rate, plus 0.5%, and (iii) Term SOFR plus a spread adjustment for a 30-day interest period, plus 1.0%, provided that the U.S. base rate may not be less than zero. Direct borrowings under the 2023 Credit Facility made by the Company’s Canadian subsidiaries bear interest at the Canadian prime rate plus an applicable margin (varying from 0.25% to 0.75%) or at the Term Canadian Overnight Repo Rate Average (“CORRA”) rate plus an applicable margin (varying from 1.25% to 1.75%), provided that the Term CORRA rate may not

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be less than zero. The Canadian rate is based on the greater of (i) the Canadian prime rate and (ii) the Term CORRA rate for a one-month interest period, plus 1.0%, provided that the Canadian prime rate may not be less than zero. The applicable margins are calculated quarterly and vary based on the average daily availability of the aggregate borrowing base. The Company is also obligated to pay certain commitment, letter of credit and other fees customary for a credit facility of this size and type.

The 2023 Credit Facility contains various annual sustainability key performance targets, the achievement of which would result in an adjustment to the interest margin ranging from plus 5 basis points to minus 5 basis points per year and the commitment fee ranging from plus 1 basis point to minus 1 basis point per year. The 2023 Credit Facility requires the Company to comply with a fixed charge coverage ratio on a trailing four-quarter basis if a default or an event of default occurs under the 2023 Credit Facility or availability under the 2023 Credit Facility falls below the greater of 10% of the aggregate borrowing base or $12.5 million. In addition, the 2023 Credit Facility contains customary covenants, including covenants that limit or restrict the Company and certain of its subsidiaries’ ability to: incur liens, incur indebtedness, make investments, dispose of assets, make certain restricted payments, merge or consolidate and enter into certain transactions with affiliates. Upon the occurrence of an event of default under the 2023 Credit Facility, the lenders may cease making loans, terminate the 2023 Credit Facility and declare all amounts outstanding to be immediately due and payable. The 2023 Credit Facility specifies a number of events of default (some of which are subject to applicable grace or cure periods), including, among other things, non-payment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults, and material judgment defaults. The 2023 Credit Facility allows for both secured and unsecured borrowings outside of the 2023 Credit Facility up to specified amounts.

Long-Term 2024 Credit Facility

During fiscal 2023, Guess Europe Sagl, a wholly owned subsidiary of the Company, entered into a credit agreement for a €250 million revolving credit facility with an initial five-year term. During the second quarter of fiscal 2025, Guess Europe Sagl entered into agreements with certain lenders, which expanded the borrowing capacity under the credit agreement (as amended, the “2024 Credit Facility”) from €250 million to €350 million.

In connection with the €100 million expansion in the size of the revolving line of credit, the 2024 Credit Facility provides for an increase in the applicable margin for outstanding borrowings and unused commitments under the revolving credit facility. Borrowings under the 2024 Credit Facility bear interest based on the daily balance outstanding at the Euro Interbank Offered Rate (EURIBOR) plus an applicable margin (varying from 1.10% to 1.45%), provided that EURIBOR may not be less than zero. The 2024 Credit Facility carries a commitment fee equal to the available but unused borrowing capacity multiplied by 35% of an applicable margin (varying from 1.10% to 1.45%). The Company is also required to pay a utilization fee on the total amount of the loans outstanding under the 2024 Credit Facility at rates varying from 0.10% to 0.20%, depending on the balance outstanding. The applicable margins are calculated quarterly and vary based on the leverage ratio of the guarantor and its subsidiaries as set forth in the 2024 Credit Facility.

The 2024 Credit Facility contains various annual sustainability key performance targets, the achievement of which would result in an adjustment to the interest margin ranging from plus 5 basis points to minus 5 basis points per year. The 2024 Credit Facility includes a financial covenant requiring a maximum leverage ratio of the guarantor and its subsidiaries and also includes customary representations and warranties, affirmative and negative covenants and events of default. As of November 2, 2024, the Company had $232.9 million of outstanding borrowings and $146.3 million available for future borrowings under the 2024 Credit Facility. As of February 3, 2024, the Company had no outstanding borrowings and $269.7 million available for future borrowings under the revolving credit facility prior to its amendment in 2024.

Other Credit Facilities

The Company, through its Chinese subsidiary, maintains a short-term uncommitted bank borrowing agreement that provides for a borrowing capacity up to $30 million, primarily for working capital purposes.

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The Company had $26.7 million and $17.9 million in outstanding borrowings under this agreement as of November 2, 2024 and February 3, 2024, respectively.

The Company, through its Japanese subsidiary, maintains a short-term uncommitted bank borrowing agreement that provides for a borrowing capacity up to ¥1.0 billion ($6.5 million), primarily for working capital purposes. The Company had $2.9 million and $3.7 million in outstanding borrowings under this agreement as of November 2, 2024 and February 3, 2024, respectively.

From time-to-time, the Company will obtain other financing in foreign countries for working capital to finance its local operations.

(11) Convertible Senior Notes and Related Transactions

Exchange and Subscription Agreements

In April 2023, the Company issued $275 million principal amount of 3.75% convertible senior notes due 2028 (the “Initial 2028 Notes”) in a private placement pursuant to separate, privately negotiated exchange and subscription agreements with a limited number of holders of its 2024 Notes and certain other investors, in each case pursuant to exemptions from registration under the Securities Act of 1933, as amended. Pursuant to the exchange and subscription agreements, the Company exchanged approximately $184.9 million in aggregate principal amount of its 2024 Notes for $163.0 million in aggregate principal amount of Initial 2028 Notes and an aggregate of approximately $33.3 million in cash, representing accrued and unpaid interest and other consideration on the 2024 Notes, and issued $112.0 million aggregate principal amount of Initial 2028 Notes for cash at par. Immediately following the closing of the aforementioned April 2023 transactions, $115.1 million in aggregate principal amount of the 2024 Notes remained outstanding. In addition, the Company concurrently repurchased $42.8 million, including excise tax, of its common stock through broker-assisted market transactions, pursuant to the Company’s 2021 Share Repurchase Program. The Company evaluated all April 2023 exchanges and determined approximately 74% of the exchanged notes were accounted for as extinguishment of debt and approximately 26% were accounted for as modification of debt. As a result of these transactions entered into during April 2023, the Company recognized a $7.7 million loss on extinguishment of debt during the first quarter of fiscal 2024.

In January 2024, the Company exchanged approximately $67.1 million of its 2024 Notes for approximately $64.8 million of additional 3.75% convertible senior notes due 2028 (the “January Additional 2028 Notes”) in privately negotiated exchange and subscription agreements with a limited number of holders of its 2024 Notes. The January Additional 2028 Notes have the same terms, constitute a single series with, and have the same CUSIP number as the Initial 2028 Notes. The January Additional 2028 Notes were initially recorded at fair value of approximately $71.9 million upon the exchange. Immediately following the closing of these January 2024 transactions, approximately $48.1 million of the 2024 Notes remained outstanding and classified within current liabilities. In addition, the Company concurrently repurchased $21.3 million, including excise tax, of its common stock through broker-assisted market transactions, pursuant to the Company’s 2021 Share Repurchase Program. The Company evaluated all January 2024 exchanges and determined that all of the exchanged notes were accounted for as extinguishment of debt. As a result of these transactions entered into during January 2024, the Company recognized a $4.7 million loss on extinguishment of debt during the fourth quarter of fiscal 2024.

In March 2024, the Company exchanged approximately $14.6 million of its 2024 Notes for approximately $12.1 million of additional 3.75% convertible senior notes due 2028 (the “March Additional 2028 Notes”, together with the January Additional 2028 Notes, the “Additional 2028 Notes”; collectively with the “Initial 2028 Notes”, the “2028 Notes”) in a privately negotiated exchange and subscription agreement with a holder of its 2024 Notes. The March Additional 2028 Notes have the same terms, constitute a single series with, and have the same CUSIP number as the Initial 2028 Notes. The March Additional 2028 Notes were initially recorded at fair value of approximately $16.7 million upon the exchange. Immediately following the closing of this March 2024 transaction, approximately $33.5 million of the 2024 Notes remained outstanding, which were settled during April 2024. In addition, the Company concurrently repurchased $10.3 million of its common

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stock through broker-assisted market transactions, pursuant to the Company’s 2024 Share Repurchase Program. The Company evaluated the March 2024 exchange and determined that all of the exchanged notes were accounted for as extinguishment of debt. As a result of this transaction entered into during March 2024, the Company recognized a $2.0 million loss on extinguishment of debt during the first quarter of fiscal 2025.

3.75% Convertible Senior Notes due 2028

In connection with the issuance of the Initial 2028 Notes, the Company entered into an indenture (the “2028 Indenture”) with respect to the 2028 Notes with U.S. Bank Trust Company, N.A., as trustee (the “2028 Trustee”). The 2028 Notes are senior unsecured obligations of the Company and bear interest at an annual rate of 3.75% payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2023. The 2028 Notes will mature on April 15, 2028, unless earlier repurchased or converted in accordance with their terms.

The 2028 Notes are convertible in certain circumstances into cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at the Company’s election, at an initial conversion rate of 40.4858 shares of common stock per $1,000 principal amount of 2028 Notes, which is equivalent to an initial conversion price of approximately $24.70 per share, subject to adjustment upon the occurrence of certain events. In accordance with the terms of the 2028 Indenture, the Company has adjusted the conversion rate and the conversion price of the 2028 Notes for quarterly dividends exceeding $0.225 per share (the conversion price is approximately $22.22 per share as of November 2, 2024). Prior to November 15, 2027, the 2028 Notes are convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of the 2028 Notes.

The 2028 Notes are not redeemable prior to maturity, unless certain significant corporate events occur, and no sinking fund is provided for the 2028 Notes. As of November 2, 2024, none of the conditions allowing holders of the 2028 Notes to convert had been met. The Company expects to settle the principal amount of the 2028 Notes in fiscal 2029 in cash and any excess in shares.

If the Company undergoes a “fundamental change,” as defined in the 2028 Indenture, subject to certain conditions, holders of the 2028 Notes may require the Company to purchase for cash all or any portion of their 2028 Notes. The fundamental change purchase price will be 100% of the principal amount of the 2028 Notes to be purchased plus any accrued and unpaid interest up to but excluding the fundamental change purchase date.

The 2028 Indenture contains certain other customary terms and covenants, including that upon certain events of default occurring and continuing, either the 2028 Trustee or the holders of at least 25% in principal amount of the outstanding 2028 Notes may declare 100% of the principal of, and accrued and unpaid interest on, all the 2028 Notes to be due and payable.

In connection with the exchange of the 2024 Notes in January 2024 and March 2024, the conversion feature embedded in the Additional 2028 Notes failed to satisfy the requirements for the derivative scope exception for contracts indexed to the Company’s own stock. The conversion feature of the Additional 2028 Notes required bifurcation from the host contract. The embedded derivative was measured at fair value of $7.8 million as of November 2, 2024. As of the transaction dates, a total debt discount of $11.8 million was recorded as the excess of the principal amount of the Additional 2028 Notes over the fair value of the host contract.

During the first quarter of fiscal 2025, the Company incurred approximately $0.9 million of debt issuance costs related to the March Additional 2028 Notes including third-party offering costs. During fiscal 2024, the Company incurred $5.9 million and $2.0 million of debt issuance costs related to the Initial 2028 Notes and the January Additional 2028 Notes, respectively, including third-party offering costs. Debt issuance costs were recorded as a contra-liability (other than $0.5 million expensed related to the 2024 Notes that were subject to modification accounting) and are presented net against the 2028 Notes balance on the Company’s condensed consolidated balance sheets. These costs are being amortized to interest expense over the term of the 2028 Notes.

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2.00% Convertible Senior Notes due 2024

In April 2019, the Company issued $300 million principal amount of the 2024 Notes in a private offering. In connection with the issuance of the 2024 Notes, the Company entered into an indenture (the “2024 Indenture”) with respect to the 2024 Notes with U.S. Bank N.A., as trustee. The 2024 Notes were senior unsecured obligations of the Company and bore interest at an annual rate of 2.00% payable semi-annually in arrears on April 15 and October 15 of each year. The Company incurred $5.3 million of debt issuance costs, which were comprised of $3.8 million of discounts and commissions payable to the initial purchasers and approximately $1.5 million of third-party offering costs. These costs were amortized to interest expense over the term of the 2024 Notes.

The 2024 Notes were convertible as described below into cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at the Company’s election, at an initial conversion rate of 38.7879 shares of common stock per $1,000 principal amount of 2024 Notes, which was equivalent to an initial conversion price of approximately $25.78 per share, subject to adjustment upon the occurrence of certain events. In accordance with the terms of the 2024 Indenture, the Company had adjusted the conversion rate and the conversion price of the 2024 Notes for quarterly dividends exceeding $0.1125 per share. Prior to November 15, 2023, the 2024 Notes were convertible only upon the occurrence of certain events and during certain periods. Beginning November 15, 2023, the 2024 Notes became convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of the 2024 Notes. The 2024 Notes were not redeemable prior to maturity, unless certain significant corporate events occurred, and no sinking fund was provided for the 2024 Notes.

In April 2024, upon maturity of the 2024 Notes, the Company settled the remaining $33.5 million principal amount of the 2024 Notes for $33.3 million in cash and 122,313 shares of common stock. The Company also exercised the convertible note hedge in connection with the remaining 2024 Notes and received 90,729 shares of common stock, which were recorded at fair value on settlement. As of November 2, 2024, there were no 2024 Notes outstanding.

The Notes consist of the following (in thousands):


	Nov 2, 2024		Feb 3, 2024
2024 Notes
Principal	$	—	$	48,078
Unamortized debt issuance costs	—		(30)
Net carrying amount	$	—	$	48,048
Fair value, net1	$	—	$	49,182
Initial 2028 Notes
Principal	$	275,000	$	275,000
Unamortized debt discount and issuance costs2,3	(6,726)		(8,034)
Net carrying amount	$	268,274	$	266,966
Fair value, net1	$	272,289	$	295,550
Additional 2028 Notes
Principal	$	76,947	$	64,826
Unamortized debt discount and issuance costs3	(12,364)		(11,465)
Embedded derivative4	7,760		16,390
Net carrying amount	$	72,343	$	69,751
Fair value, net1	$	73,466	$	60,099
Net carrying amount of Initial and Additional 2028 Notes	$	340,617	$	336,717

______________________________________________________________________

Notes:

1The fair value of the Notes is determined based on inputs that are observable in the market and have been classified as Level 2 in the fair value hierarchy.

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2The unamortized debt discount related to the Initial 2028 Notes is due to the result of the modification accounting for a portion of the exchanged notes. This discount represents both an increase in the fair value of the embedded conversion feature, which is calculated as the difference between the fair value of the embedded conversion feature immediately before and after the exchange, and cash paid to modified noteholders. The change in conversion feature value reduces the carrying amount of the convertible debt instrument with a corresponding increase in additional paid-in capital. The additional cash paid to modified noteholders increased the debt discount. This debt discount is being amortized to interest expense over five years.

3For each of the three and nine months ended November 2, 2024, the weighted average effective interest rate including amortization of debt discount and issuance costs was 4.5% and 9.3% for the Initial 2028 Notes and Additional 2028 Notes, respectively. For each of the three and nine months ended October 28, 2023, the weighted average effective interest rate including amortization of debt discount and issuance costs was 4.5% for the Initial 2028 Notes.

4The fair value of the embedded derivative is measured using significant unobservable inputs and are classified as Level 3 in the fair value hierarchy.

Interest expense for the Notes for the three and nine months ended November 2, 2024 and October 28, 2023 consists of the following (in thousands):


	Three Months Ended				Nine Months Ended
	Nov 2, 2024		Oct 28, 2023		Nov 2, 2024		Oct 28, 2023
2024 Notes
Coupon interest	$	—	$	325	$	334	$	2,247
Amortization of debt discount and issuance costs	—		50		28		334
Total	$	—	$	375	$	362	$	2,581
Initial 2028 Notes
Coupon interest	$	2,578	$	2,578	$	7,734	$	5,557
Amortization of debt discount and issuance costs	435		415		1,307		894
Total	$	3,013	$	2,993	$	9,041	$	6,451
Additional 2028 Notes
Coupon interest	$	721	$	—	$	2,088	$	—
Amortization of debt discount and issuance costs	774		—		2,211		—
Total	$	1,495	$	—	$	4,299	$	—

Convertible Bond Hedge and Warrant Transactions

In April 2023, in connection with the offering of the Initial 2028 Notes, the Company entered into convertible note hedge transactions whereby the Company had the option to purchase a total of approximately 11.1 million shares of its common stock at an initial strike price of approximately $24.70 per share (the “Initial 2028 Bond Hedge”). The total cost of the Initial 2028 Bond Hedge transactions was $51.8 million. In addition, the Company sold warrants whereby the holders of the warrants had the option to purchase a total of approximately 11.1 million shares of the Company’s common stock at an initial strike price of $41.80 per share (the “Initial 2028 Warrants”). The Company received $20.2 million in cash proceeds from the sale of these warrants. Both the number of shares underlying the Initial 2028 Bond Hedge and the Initial 2028 Warrants and the strike price of the instruments are subject to customary adjustments. In accordance with the original terms of the Initial 2028 Bond Hedge confirmations and the Initial 2028 Warrants confirmations, the Company has adjusted the strike prices with respect to the Initial 2028 Bond Hedge and the Initial 2028 Warrants for quarterly dividends exceeding $0.225 per share (approximately $22.22 per share and $37.61 per share, respectively, as of November 2, 2024). The purchase of the Initial 2028 Bond Hedge is intended to offset dilution from the conversion of the Initial 2028 Notes to the extent the market price per share of the Company’s common stock exceeds the then-applicable strike price of the Initial 2028 Bond Hedge. The warrant transaction may have a dilutive effect with respect to the Company’s common stock to the extent the market price per share of the Company’s common stock exceeds the then-applicable strike price of the warrants. In April 2023, the Initial 2028 Bond Hedge and the Initial 2028 Warrants were recorded in stockholders’ equity, were not accounted for as derivatives and were not remeasured each reporting period.

Concurrently, in connection with the retirement of $184.9 million in principal amount of the 2024 Notes in April 2023, the Company entered into Partial Termination Agreements with certain financial institutions to unwind a portion of the convertible note hedge transactions and warrant transactions the Company had entered into in connection with the issuance of the 2024 Notes. The terminated portion is in a notional amount

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corresponding to the amount of exchanged 2024 Notes. As a result, the Company received $7.2 million, which reduced the number of purchase options to approximately 4.6 million shares of common stock at an adjusted strike price of approximately $24.92 per share. Additionally, the Company paid $1.0 million related to terminated warrants, which reduced the number of shares that may be purchased pursuant to the warrants to 4.6 million shares of common stock at an adjusted strike price of approximately $45.31 per share. This transaction resulted in a $6.2 million net increase in additional paid-in capital in the Company’s condensed consolidated balance sheet as of April 29, 2023. For the remaining portion of the convertible note hedge transactions and warrant transactions entered into in connection with the 2024 Notes, both the number of shares underlying the instruments and the strike price of the instruments were subject to customary adjustments pursuant to their original terms. In accordance with the original terms of the convertible note hedge confirmations and warrant confirmations, the Company had adjusted the strike prices with respect to the convertible note hedges and warrants for quarterly dividends exceeding $0.1125 per share. The remaining convertible note hedges and warrant transactions continued to serve to partially offset the potential dilution arising from the conversion of the 2024 Notes that remained outstanding.

In connection with the exchange of the 2024 Notes in January 2024 and March 2024, the Company purchased incremental bond hedges (the “Additional 2028 Bond Hedge”, together with the Initial 2028 Bond Hedge, the “2028 Bond Hedge”) and sold incremental warrants (the “Additional 2028 Warrants”) with the same terms and conditions as the Initial 2028 Bond Hedge and the Initial 2028 Warrants, each with a notional amount equal to the notional amount of the Additional 2028 Notes. The Company paid premiums of $16.2 million and $6.5 million to purchase the Additional 2028 Bond Hedge in January 2024 and March 2024, respectively, and received $5.8 million and $3.7 million for the issuance of the Additional 2028 Warrants in January 2024 and March 2024, respectively. The Additional 2028 Bond Hedge purchased and the Additional 2028 Warrants issued have terms that are identical to the Initial 2028 Bond Hedge and the Initial 2028 Warrants, except the notional amounts match the number of shares issuable upon conversion of the Additional 2028 Notes. Similarly, in connection with the retirement of $67.1 million and $14.6 million in principal amount of the 2024 Notes in January 2024 and March 2024, respectively, the Company entered into Partial Termination Agreements with certain financial institutions to unwind a portion of the convertible note hedge transactions and warrant transactions the Company had entered into in connection with the issuance of the 2024 Notes. The terminated portion is in a notional amount corresponding to the amount of exchanged 2024 Notes. As a result, the Company received $1.9 million and $1.3 million for the unwind of the convertible bond hedge in January 2024 and March 2024, respectively, and paid $0.1 million and $0.5 million for the unwind of the warrants in January 2024 and March 2024, respectively. These transactions in January 2024 and March 2024 resulted in net increases of $1.8 million and $0.8 million, respectively, in paid-in capital in the Company’s consolidated balance sheet as of May 4, 2024. As a result of the unwind transactions, the convertible note hedge transactions and warrant transactions that remained outstanding had a notional amount of approximately 1.3 million shares of common stock, corresponding to the number of shares into which the remaining 2024 Notes were convertible. In addition, upon maturity of the 2024 Notes in April 2024, the Company exercised the convertible note hedge in connection with the remaining 2024 Notes and there was no outstanding convertible note hedge as of November 2, 2024. The warrant transactions remain outstanding and have a notional amount of approximately 0.3 million shares of common stock with a current strike price of $40.65 per share as of November 2, 2024.

The Additional 2028 Warrants meet the scope exception for derivatives indexed to and settled in the Company’s own stock. Therefore, the Additional 2028 Warrants are recorded in stockholders’ equity, are not accounted for as derivatives and are not remeasured each reporting period. The Additional 2028 Bond Hedge does not qualify for the scope exception for derivatives indexed to the Company’s own stock because the settlement of the Additional 2028 Bond Hedge is indexed to the same inputs as the settlement of the Additional 2028 Notes which do not qualify for the scope exception. Additionally, in connection with the purchase of the Additional 2028 Bond Hedge, the Initial 2028 Bond Hedge was modified and merged with the Additional 2028 Bond Hedge. The result is that the Initial 2028 Bond Hedge no longer qualifies for the derivative scope exception for contracts indexed to the Company’s own stock. As a result, in January 2024, the Company

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recognized a derivative asset of $84.7 million for the 2028 Bond Hedge in other assets in the Company’s condensed consolidated balance sheet, of which $16.2 million relates to the Additional 2028 Bond Hedge purchased for cash and $68.5 million relates to the reclassification of the pre-existing Initial 2028 Bond Hedge, which resulted in an increase of $68.5 million in paid-in capital in the Company’s condensed consolidated balance sheet. The 2028 Bond Hedge is subsequently required to be remeasured to fair value each reporting period with changes in fair value recognized in net earnings (loss).

(12) Share-Based Compensation

The following summarizes the share-based compensation expense recognized under all of the Company’s stock plans (in thousands):


	Three Months Ended				Nine Months Ended
	Nov 2, 2024		Oct 28, 2023		Nov 2, 2024		Oct 28, 2023
Stock options	$	—	$	—	$	—	$	713
Stock awards/units	4,821		4,840		13,728		14,108
Employee Stock Purchase Plan	28		37		127		131
Total share-based compensation expense	$	4,849	$	4,877	$	13,855	$	14,952

As of November 2, 2024, there was no unrecognized compensation cost related to nonvested stock options and approximately $35.4 million of unrecognized compensation cost related to nonvested stock awards/units. This cost is expected to be recognized over a weighted average period of 1.7 years.

At the 2024 annual meeting of stockholders held on May 31, 2024, the Company’s shareholders approved an amendment and restatement of the Guess?, Inc. 2004 Equity Incentive Plan, as amended (the “2004 Plan”). The amendment and restatement of the 2004 Plan increased the aggregate number of shares of the Company’s common stock available for award grants under the 2004 Plan by 3,890,000 shares (from 29,780,000 shares to 33,670,000 shares).

Equity Award Grants

On March 29, 2024, the Company granted 375,800 nonvested stock awards/units to its employees.

On October 8, 2024, the Company granted 427,265 nonvested stock units to certain of its executive employees. These nonvested stock units are subject to certain performance-based or market-based vesting conditions.

Performance-Based Awards

The Company has granted certain nonvested stock units subject to performance-based vesting conditions to select executive officers. Each award of nonvested stock units generally has an initial vesting period from the date of the grant through either (i) the end of the first fiscal year or (ii) the first anniversary of the date of grant, followed by annual vesting periods which may range from two-to-three years.

The following summarizes the activity for nonvested performance-based units during the nine months ended November 2, 2024:


	Number of Units	Weighted Average Grant Date Fair Value
Nonvested at February 3, 2024	376,916	$	18.36
Granted	234,498	19.19
Vested	(112,590)	18.14
Forfeited	(1,983)	19.83
Nonvested at November 2, 2024	496,841	$	18.79

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Market-Based Awards

The Company has granted certain nonvested stock units subject to market-based vesting conditions to select executive officers. These market-based awards include (i) units where the number of shares that may ultimately vest will equal 0% to 150% of the target number of shares, subject to the performance of the Company’s total stockholder return (“TSR”) relative to the TSR of a select group of peer companies over a three-year period and (ii) units scheduled to vest based on the attainment of certain absolute stock price levels over a four-year period. Vesting is also subject to continued service requirements through the vesting date.

The following summarizes the activity for nonvested market-based units during the nine months ended November 2, 2024:


	Number of Units	Weighted Average Grant Date Fair Value
Nonvested at February 3, 2024	722,780	$	19.55
Granted1	235,917	20.35
Vested1	(172,601)	17.77
Forfeited	(2,509)	20.90
Nonvested at November 2, 2024	783,587	$	20.18

______________________________________________________________________

Notes:

1As a result of the achievement of certain market-based vesting conditions, there were 43,150 shares that vested in addition to the original target number of shares granted in fiscal 2022.

(13) Related Party Transactions

The Company and its subsidiaries periodically enter into transactions with certain entities (the “Marciano Entities”) that are owned by or for the respective benefit of, Paul Marciano, who is an executive and member of the Board of the Company, and Maurice Marciano, who is the brother of Paul Marciano and was a member of the Board until his retirement in September 2023.

Leases

The Company leases warehouse and administrative facilities from certain of the Marciano Entities. There were four of these leases in effect as of November 2, 2024 with expiration or option exercise dates ranging from calendar years 2025 to 2030, including two leases with respect to the Company’s North American corporate headquarters in Los Angeles, California (the “Los Angeles Location”), a lease for the Company’s Canadian warehouse and administrative facility in Montreal, Quebec (the “Montreal Location”) and a lease for the Company’s showroom and office space in Paris, France (the “Paris Location”).

In August 2023, the Company (through a wholly-owned Canadian subsidiary) entered into a three-year lease extension through August 2026 with respect to the Montreal Location. All other material terms in the previously existing lease for the Montreal Location (including base rent of approximately CAD$0.6 million ($0.4 million) per year) remain the same.

Aggregate lease costs recorded under the leases for the Los Angeles Location were $5.8 million and $5.6 million for the nine months ended November 2, 2024 and October 28, 2023, respectively. The Marciano Entities have a 100% ownership interest in the Los Angeles Location, with Mr. Maurice Marciano having a 56.3% ownership interest and Mr. Paul Marciano having a 43.7% ownership interest. Accordingly, Mr. Maurice Marciano’s interest in the lease amounts for the Los Angeles Location were $3.3 million and $3.2 million for the nine months ended November 2, 2024 and October 28, 2023, respectively. Mr. Paul Marciano’s interest in the lease amounts for the Los Angeles Location were $2.5 million and $2.4 million for the nine months ended November 2, 2024 and October 28, 2023, respectively.

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Aggregate lease costs recorded under the lease for the Montreal Location were $0.3 million for each of the nine months ended November 2, 2024 and October 28, 2023. The Marciano Entities have a 100% ownership interest in the Montreal Location, with each of Mr. Maurice Marciano and Mr. Paul Marciano having a 50% ownership interest. Accordingly, the interests in the lease amounts for the Montreal Location for each of Mr. Maurice Marciano and Mr. Paul Marciano were approximately $160,000 for each of the nine months ended November 2, 2024 and October 28, 2023.

Aggregate lease costs recorded under the lease for the Paris Location were $1.0 million and $0.9 million for the nine months ended November 2, 2024 and October 28, 2023, respectively. The Marciano Entities have a 66.7% ownership interest in the Paris Location, with each of Mr. Maurice Marciano and Mr. Paul Marciano having a 33.3% ownership interest. Accordingly, the interests in the lease amounts for the Paris Location for each of Mr. Maurice Marciano and Mr. Paul Marciano were approximately $0.3 million for each of the nine months ended November 2, 2024 and October 28, 2023.

The Company believes that, at the time it entered into the related party leases, the terms of such leases were no less favorable to the Company than would have been available from unaffiliated third parties. Refer to Note 3 for more information on lease commitments.

Aircraft Arrangements

The Company periodically charters aircraft owned by certain of the Marciano Entities through informal arrangements with such Marciano Entities and independent third-party management companies contracted by such Marciano Entities to manage their aircraft. The Marciano Entities have a 100% ownership interest in the aircraft, with each of Mr. Maurice Marciano and Mr. Paul Marciano having a 50% ownership interest. The total fees paid by the Company to the independent third-party management companies under these arrangements for the nine months ended November 2, 2024 and October 28, 2023 were approximately $2.3 million and $2.6 million, respectively. The approximate dollar value of the amount of each of Mr. Maurice Marciano’s and Mr. Paul Marciano’s interest in these transactions was approximately $1.0 million for each of the nine months ended November 2, 2024 and October 28, 2023, respectively. The Company believes that the terms of the charter arrangements are no less favorable to the Company than would have been available from unaffiliated third parties.

Minority Investment

The Company has a 30% ownership interest in a privately-held men’s footwear company (the “Footwear Company”). The Marciano Entities have a 45% ownership interest in the Footwear Company, with each of Mr. Maurice Marciano and Mr. Paul Marciano having a 22.5% ownership interest. Accordingly, each of Mr. Maurice Marciano and Mr. Paul Marciano has a 22.5% interest in each of the transactions between the Company and the Footwear Company described below.

In fiscal 2021, the Company provided the Footwear Company with a $2.0 million revolving credit facility at an annual interest rate of 2.75% and a maturity date of November 2023. In October 2023, the Company and the Footwear Company amended the revolving credit facility to extend the term by three years to November 30, 2026 and to adjust the interest rate, effective December 1, 2023, to a floating rate equal to the one month term SOFR plus 1.75% per annum. As of November 2, 2024 and February 3, 2024, the Company had a note receivable of $1.1 million and $0.6 million, respectively, included in other assets in its condensed consolidated balance sheets related to outstanding borrowings by the Footwear Company under this revolving credit facility.

In May 2022, the Company entered into a Fulfillment Services Agreement with the Footwear Company under which the Company provides certain fulfillment services for the Footwear Company’s U.S. wholesale and e-commerce businesses from the Company’s U.S. distribution center on a cost-plus 5% basis. The Footwear Company also pays rent to the Company for the use of a small office space in the Company’s U.S. headquarters. In June 2022, the Company (through a wholly-owned Swiss subsidiary) entered into a Distributorship Agreement with the Footwear Company under which the Company was designated as the exclusive distributor (excluding e-commerce) for the Footwear Company in the European Union and other specified countries. The Distributorship Agreement provided for (i) the Company to receive a 35% discount

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from the Footwear Company’s wholesale prices, (ii) no minimum sales requirements or advertising spending requirements for the Company, (iii) an initial 15 month term with annual renewals thereafter, and (iv) other standard terms and conditions for similar arrangements. In May 2023, the Distributorship Agreement was amended to (i) reflect a reduction in the amount of sales services to be performed by the Company, (ii) revise the wholesale discount to 22%, and (iii) provide an annual 2% advertising commitment by the Company. During the nine months ended November 2, 2024, there were less than $2,500 in fees received with respect to the U.S. fulfillment services, approximately $8,700 in fees received with respect to office rent and $314,000 in amounts paid related to the distributorship arrangements. During the nine months ended October 28, 2023, there were approximately $9,500 in fees received with respect to the U.S. fulfillment services, approximately $13,000 in fees received with respect to office rent and less than $26,000 in amounts paid related to the distributorship arrangements.

Vendor Purchases

The Company purchases faux fur products from a privately-held fashion accessories company (the “Fashion Company”). The Marciano Entities have a 16% ownership interest in the Fashion Company, with each of Mr. Maurice Marciano and Mr. Paul Marciano having an 8% ownership interest. In addition, Carlos Alberini, Chief Executive Officer of the Company, has a 4% ownership interest in the Fashion Company. The total payments made by the Company to the Fashion Company were approximately $2.8 million and $3.0 million for the nine months ended November 2, 2024 and October 28, 2023, respectively. Based on their respective ownership interests in the Fashion Company, the approximate dollar value of the amount of each individual’s interest in these transactions were approximately (i) for each of Mr. Maurice Marciano and Mr. Paul Marciano, $221,000 and $242,000 for the nine months ended November 2, 2024 and October 28, 2023, respectively, and (ii) for Mr. Alberini, $111,000 and $121,000 for the nine months ended November 2, 2024 and October 28, 2023, respectively. The Company believes that the price paid by the Company for the Fashion Company’s products and the terms of the transactions between the Company and the Fashion Company have not been affected by this passive investment of Messrs. Marciano and Mr. Alberini in the Fashion Company.

Vendor Collaboration

During April 2023, the Company entered into a co-branding collaboration arrangement in connection with a large-scale music festival with a privately-held alcoholic beverage company (the “Beverage Company”). The Marciano Entities have a 15% ownership interest in the Beverage Company, with each of Mr. Maurice Marciano and Mr. Paul Marciano having a 7.5% ownership interest. In addition, Nicolai Marciano, the Chief New Business Development Officer of the Company and son of Mr. Paul Marciano, has a 1.4% ownership interest in the Beverage Company. Accordingly, each of Mr. Maurice Marciano and Mr. Paul Marciano has a 7.5% interest and Mr. Nicolai Marciano has a 1.4% interest in the transaction between the Company and the Beverage Company described below.

The co-branding arrangement provided for (i) the Beverage Company to pay a $100,000 fee, provide certain beverage products, facilitate the acquisition of additional third-party sponsors for the event and co-brand its social media posts with the Company and (ii) the Company to engage social-media influencers to attend the event and promote both companies through social-media posts, and provide promotional travel, lodging, hospitality and other ancillary expenses for select attendees at the co-branded event.

Charitable Donations

The Company has periodically made donations to Smile Project, a charitable organization of which director Elsa Michael is co-founder and president, consisting of monetary donations made through Guess Foundation (Italy) and product donations made by one of the Company’s European subsidiaries. Ms. Michael does not receive any compensation in connection with her work with Smile Project. The total amount of donations made by the Company to Smile Project during the nine months ended November 2, 2024 were approximately $124,000, consisting of product donations valued at $102,000 and monetary donations of $22,000. The total amount of donations made by the Company to Smile Project during the nine months ended

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October 28, 2023 were approximately $505,000, consisting of a product donations valued at $483,000 and monetary donations of $22,000.

(14) Commitments and Contingencies

Investment Commitments

As of November 2, 2024, the Company had an unfunded commitment to invest €3.7 million ($4.0 million) in certain private equity funds. Refer to Note 16 for further information.

Legal and Other Proceedings

The Company is involved in legal proceedings, arising both in the ordinary course of business and otherwise, including the proceedings described below as well as various other claims and other matters incidental to the Company’s business. Unless otherwise stated, the resolution of any particular proceeding is not currently expected to have a material adverse impact on the Company’s financial position, results of operations or cash flows. Even if such an impact could be material, the Company may not be able to estimate the reasonably possible loss or range of loss until developments in the proceedings have provided sufficient information to support an assessment.

The Company has received customs tax assessment notices from the Italian Customs Agency (“ICA”) regarding its customs tax audit of one of the Company’s European subsidiaries for the period from July 2010 through December 2012. Such assessments totaled €9.8 million ($10.6 million), including potential penalties and interest through such assessment dates. The Company strongly disagreed with the ICA’s positions and therefore filed appeals with the Milan First Degree Tax Court (“MFDTC”). Those appeals were split into a number of different cases that were then heard by different sections of the MFDTC. The MFDTC ruled in favor of the Company on all of these appeals. The ICA subsequently appealed €9.7 million ($10.5 million) of these favorable MFDTC judgments with the Appeals Court. As of November 2, 2024, €8.5 million ($9.2 million) have been decided in favor of the Company and €1.2 million ($1.3 million) have been decided in favor of the ICA. The Company believes that the unfavorable Appeals Court ruling is incorrect and inconsistent with the prior rulings on similar matters by both the MFDTC and other judges within the Appeals Court, and has appealed the decision to the Supreme Court. The ICA has appealed most of the favorable Appeals Court rulings to the Supreme Court. As of November 2, 2024, of the cases that have been appealed to the Supreme Court, €1.5 million ($1.6 million) have been decided in favor of the Company based on the merits of the case and €0.2 million ($0.2 million) have been remanded back to the lower court for further consideration. There can be no assurances the Company will be successful in the remaining appeals. It also continues to be possible that the Company will receive similar or even larger assessments for periods subsequent to December 2012 or other claims or charges (including additional interest amounts) related to the matter in the future. Although the Company believes that it has a strong position and will continue to vigorously defend this matter, it is unable to predict with certainty whether or not these efforts will ultimately be successful or whether the outcome will have a material impact on the Company’s financial position, results of operations or cash flows.

On January 11, 2022, Legion Partners Holdings, LLC (“Legion”), a stockholder of Guess common stock, sent two letters to the Board of Directors of Guess (the “Board”). One letter sought books and records pursuant to Section 220 of the Delaware General Corporation Law (the “220 Demand”) to purportedly investigate potential breaches of fiduciary duties by the Board in connection with the Board’s renomination of Mr. Maurice Marciano to the Board and certain related party transactions. The second letter demanded that the Board take action to cause the Company to investigate and commence legal proceedings for breach of fiduciary duty claims the Company may have in connection with alleged misconduct of Mr. Paul Marciano, the Board’s oversight of and response to such alleged misconduct, and the Board’s review and approval of certain related-party transactions (the “Litigation Demand”). On January 31, 2022, the Company responded to both letters informing Legion that the Company was reviewing the formation of a committee in response to the Litigation Demand and detailing the deficiencies with the 220 Demand under Delaware law, including that Legion failed to state a proper purpose and that the scope of Legion’s requested books and records was overbroad. The

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Company subsequently formed a Demand Review Committee, which engaged in a review of the matters detailed in the Litigation Demand.

On April 14, 2022, the Employees Retirement System of Rhode Island (“ERSRI”), a stockholder of Guess common stock, sent a letter to the Company seeking books and records pursuant to Section 220 of the Delaware General Corporation Law to purportedly investigate potential breaches of fiduciary duties by the Board in connection with alleged misconduct of Mr. Paul Marciano, the Board’s oversight of and response to such alleged misconduct, and the Board’s review and approval of certain related-party transactions. The Company responded to the letter on April 19, 2022, negotiated a Confidentiality Agreement, and completed its production of books and records to ERSRI.

On September 19, 2022, ERSRI filed a stockholder derivative lawsuit styled Employees Retirement System of Rhode Island, derivatively on behalf of Guess?, Inc. v. Paul Marciano, et al., in the Court of Chancery of the State of Delaware against the Company, as the nominal defendant, Mr. Paul Marciano and other members of the Board, alleging breach of fiduciary duties relating to the continued service of Mr. Paul Marciano as a director of the Board and as the Company’s Chief Creative Officer following prior allegations of improper conduct by him relating to the treatment of models and other women. ERSRI did not make a demand on the Board before instituting the lawsuit and alleged such demand would have been futile. On October 28, 2022, ERSRI amended the complaint to include an additional basis for alleging demand futility. ERSRI sought monetary damages and possible injunctive relief.

On September 29, 2023, the Company and all defendants in the ERSRI action entered into a Stipulation and Agreement of Compromise, Settlement, and Release (the “Stipulation”), which was approved by the Court on January 4, 2024 and resolved all claims asserted against all defendants in the ERSRI action without any admission or finding of wrongdoing attributed to them personally or to the Company. Under the terms of the Stipulation, the Company will implement certain governance and compliance enhancements. These enhancements include an agreement by the Company to appoint two new independent directors to the Board, including one to be selected by ERSRI and mutually agreed to by the Company, by no later than the Company’s 2025 Annual Meeting of Shareholders. The governance enhancements also include the establishment of a Diversity, Equity, and Inclusion Council (the “DEI Council”), which will be comprised of the aforementioned new independent director to be selected by ERSRI and two consultants, including one consultant to be selected by ERSRI. Once formed, the DEI Council will report directly to the Board and be responsible for overseeing the development and implementation of the Company’s policies and procedures related to harassment, discrimination and retaliation, including, in certain circumstances, having the authority to conduct investigations and to recommend disciplinary action, up to and including termination, of senior executives or Board members found to have engaged in misconduct. The DEI Council will also be responsible for overseeing a commitment to be added to the Company’s Governance Guidelines regarding the Company’s measures to prevent and respond to sexual harassment and discrimination. The Stipulation also includes certain agreements by Mr. Paul Marciano relating to meetings or activities with current or prospective Company models. In addition to the governance enhancements, pursuant to the Stipulation, (a) the defendants in the ERSRI action caused the Company to receive (i) a payment of $22 million upon Court approval of the settlement pursuant to the terms of the Stipulation, and (ii) the right to receive an additional payment of $8 million contingent on the recovery from the insurers currently being sought by the Company and the insureds in pending litigation against the insurers, and (b) the Company was responsible to pay an attorney’s fee award to ERSRI’s counsel. The $22 million received by the Company and the related attorney’s fee award under the terms of the Stipulation was accounted for by the Company when approved by the Court.

On February 16, 2023, Legion filed a stockholder derivative lawsuit styled Legion Partners Holdings, LLC, derivatively on behalf of Guess?, Inc. v. Paul Marciano, et al. in the Court of Chancery of the State of Delaware against the Company, as the nominal defendant, Mr. Paul Marciano and other members of the Board, alleging breach of fiduciary duties relating to the continued service of Mr. Paul Marciano to the Company following the prior allegations described in the ERSRI stockholder derivative lawsuit. Legion sought monetary damages and possible injunctive relief. On March 15, 2023, the Company moved for a more definite statement

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and moved to dismiss or stay the action. On May 9, 2023, Legion voluntarily dismissed the claims against Mr. Paul Marciano without prejudice. On April 3, 2024, based on the settlement of the derivative suit with ERSRI, as described above, the Court dismissed the Legion action with prejudice.

On June 3, 2023, the Company received a letter from an individual seeking to settle certain claims against Mr. Paul Marciano and the Company relating to allegations of improper treatment of the individual by Mr. Paul Marciano in 2016. The letter did not make an assertion of damages. The individual was initially represented by the same attorney who represented plaintiffs in similar actions in 2021 and 2022, which were settled out of court in 2022 to avoid the cost of litigation and without admitting liability or fault. The individual subsequently retained a different attorney. No complaint has been filed with respect to the allegations in the June 2023 letter, and Mr. Paul Marciano and the Company dispute the allegations and intend to vigorously defend themselves with regard to this matter.

On July 30, 2024, the Company received a letter from an individual seeking to settle certain claims against Mr. Paul Marciano, Mr. Maurice Marciano, certain current and former members of the Board, the Company’s former Chief Executive Officer and the Company. The letter provided notice of several potential claims based on allegations that the individual was treated improperly by Mr. Paul Marciano while discussing a prospective modeling opportunity between 2015 and 2016. No complaint has been filed with respect to the allegations in the July 2024 letter. The Company and Mr. Paul Marciano dispute the allegations and intend to vigorously defend this matter.

Redeemable Noncontrolling Interests

The Company is party to a put arrangement with respect to the common securities that represent the remaining noncontrolling interest for its majority-owned subsidiary, Guess Brasil Comércio e Distribuição S.A. (“Guess Brazil”). The put arrangement for Guess Brazil, representing 40% of the total outstanding equity interest of that subsidiary, may be exercised at the discretion of the noncontrolling interest holder by providing written notice to the Company every third anniversary beginning in March 2019, subject to certain time restrictions. The redemption value of the Guess Brazil put arrangement is based on a multiple of Guess Brazil’s earnings before interest, taxes, depreciation and amortization subject to certain adjustments and is classified as a redeemable noncontrolling interest outside of permanent equity in the Company’s condensed consolidated balance sheet. As of November 2, 2024 and February 3, 2024, the carrying value of the redeemable noncontrolling interest related to Guess Brazil was $0.4 million and $0.5 million, respectively.

The Company (through a wholly-owned European subsidiary) was previously party to a put arrangement with respect to the securities that represented the remaining noncontrolling interest for its majority-owned Russian subsidiary, Guess? CIS, LLC (“Guess CIS”), which was established through a majority-owned joint venture during fiscal 2016. The put arrangement for Guess CIS (the “Put Option”), representing 30% of the total outstanding equity interest of that subsidiary, was exercisable at the sole discretion of the noncontrolling interest holder (the “Minority Holder”) by providing written notice to the Company through December 31, 2025. The redemption value of the Put Option was based on a multiple of Guess CIS’s earnings before interest, taxes, depreciation and amortization subject to certain adjustments and was classified as a redeemable noncontrolling interest outside of permanent equity in the Company’s condensed consolidated balance sheet. The carrying value of the redeemable noncontrolling interest related to Guess CIS was €8.0 million as of January 28, 2023.

In November 2022, the Minority Holder exercised the Put Option, triggering a contractual obligation for the Company to purchase the Minority Holder’s 30% interest in Guess CIS. Following a comprehensive review of the various economic sanctions imposed by the United States and European governments with respect to Russia, and obtaining guidance from the U.S. Department of the Treasury’s Office of Foreign Assets Control, the Company determined that its acquisition of the Minority Holder’s 30% interest in Guess CIS pursuant to the Company’s pre-sanctions contractual obligation to fulfill the Minority Holder’s exercise of the Put Option was not prohibited by current economic sanctions, including the U.S. ban on new investment in Russia. As such, following the exercise of the Put Option by the Minority Holder, the Company and the Minority Holder

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entered into an agreement to proceed with the Company’s acquisition of the Minority Holder’s 30% interest in Guess CIS for a purchase price of €8.0 million, subject to the formal approval of the acquisition by the relevant Russian government commission and certain other customary conditions. This formal approval was received, and the purchase was completed in May 2023. As a result of this transaction, there was no redeemable noncontrolling interest related to Guess CIS as of November 2, 2024 and February 3, 2024.

A reconciliation of the total carrying amount of redeemable noncontrolling interests is (in thousands):


	Nine Months Ended
	Nov 2, 2024		Oct 28, 2023
Beginning balance	$	522	$	9,154

Foreign currency translation adjustment	(158)		(60)

Purchase of redeemable noncontrolling interest	—		(8,581)
Ending balance	$	364	$	513

(15) Defined Benefit Plans

Supplemental Executive Retirement Plan

The Company’s Supplemental Executive Retirement Plan (“SERP”) provides select employees who satisfy certain eligibility requirements with certain benefits upon retirement, termination of employment, death, disability or a change in control of the Company, in certain prescribed circumstances. As a non-qualified pension plan, no dedicated funding of the SERP is required; however, the Company has made periodic payments into insurance policies held in a rabbi trust to fund the expected obligations arising under the non-qualified SERP. The cash surrender values of the insurance policies were $63.8 million and $63.4 million as of November 2, 2024 and February 3, 2024, respectively, and were included in other assets in the Company’s condensed consolidated balance sheets. As a result of changes in the value of the insurance policy investments, the Company recorded an unrealized loss of $0.3 million and an unrealized gain of $1.9 million in other income (expense) during the three and nine months ended November 2, 2024, respectively, and unrealized losses of $4.2 million and $4.1 million in other income (expense) during the three and nine months ended October 28, 2023, respectively. The projected benefit obligation was $37.6 million and $37.7 million as of November 2, 2024 and February 3, 2024, respectively, and was included in accrued expenses and other current liabilities and other long-term liabilities in the Company’s condensed consolidated balance sheets depending on the expected timing of payments. SERP benefit payments of $0.5 million were made during each of the three months ended November 2, 2024 and October 28, 2023. SERP benefit payments of $1.4 million were made during each of the nine months ended November 2, 2024 and October 28, 2023.

Foreign Pension Plans

In certain foreign jurisdictions, primarily in Switzerland, the Company is required to guarantee the returns on Company-sponsored defined contribution plans in accordance with local regulations. The Company’s contributions must be made in an amount at least equal to the employee’s contribution. Minimum employee contributions are based on the respective employee’s age, salary and gender.

As of November 2, 2024 and February 3, 2024, the foreign pension plans had a total projected benefit obligation of $59.9 million and $56.3 million, respectively, and plan assets held in independent investment fiduciaries of $52.5 million and $49.4 million, respectively. The net liability of $7.4 million and $6.8 million was included in other long-term liabilities in the Company’s condensed consolidated balance sheets as of November 2, 2024 and February 3, 2024, respectively.

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The components of net periodic defined benefit pension cost related to the Company’s defined benefit plans are (in thousands):


	SERP		Foreign Pension Plans		Total

	Three Months Ended Nov 2, 2024
Service cost	$	—	$	1,100	$	1,100
Interest cost	441		250		691
Expected return on plan assets	—		(223)		(223)
Net amortization of unrecognized prior service credit	—		(42)		(42)
Net amortization of actuarial (gains) losses	(43)		41		(2)
Net periodic defined benefit pension cost	$	398	$	1,126	$	1,524




	Nine Months Ended Nov 2, 2024
Service cost	$	—	$	3,212	$	3,212
Interest cost	1,324		731		2,055
Expected return on plan assets	—		(652)		(652)
Net amortization of unrecognized prior service credit	—		(122)		(122)
Net amortization of actuarial (gains) losses	(130)		121		(9)
Net periodic defined benefit pension cost	$	1,194	$	3,290	$	4,484



	Three Months Ended Oct 28, 2023
Service cost	$	—	$	932	$	932
Interest cost	465		228		693
Expected return on plan assets	—		(202)		(202)
Net amortization of unrecognized prior service credit	—		(40)		(40)
Net amortization of actuarial losses	—		64		64
Net periodic defined benefit pension cost	$	465	$	982	$	1,447




	Nine Months Ended Oct 28, 2023
Service cost	$	—	$	2,780	$	2,780
Interest cost	1,396		681		2,077
Expected return on plan assets	—		(603)		(603)
Net amortization of unrecognized prior service credit	—		(119)		(119)
Net amortization of actuarial losses	—		191		191
Net periodic defined benefit pension cost	$	1,396	$	2,930	$	4,326

(16) Fair Value Measurements

Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into three broad levels as follows:

Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that can be accessed at the measurement date.

Level 2—Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e. interest rates, yield curves, etc.) and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

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Level 3—Unobservable inputs that reflect assumptions about what market participants would use in pricing the asset or liability. These inputs are based on the best information available, including the Company’s own data.

The following presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis (in thousands):


	Fair Value Measurements								Fair Value Measurements
	at Nov 2, 2024								at Feb 3, 2024
Recurring Fair Value Measures	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Foreign exchange currency contracts	$	—	$	2,796	$	—	$	2,796	$	—	$	2,278	$	—	$	2,278
2028 Bond Hedge	—		—		35,493		35,493		—		—		85,918		85,918
Interest rate swap	—		—		—		—		—		797		—		797

Total	$	—	$	2,796	$	35,493	$	38,289	$	—	$	3,075	$	85,918	$	88,993
Liabilities:
Foreign exchange currency contracts	$	—	$	169	$	—	$	169	$	—	$	1,702	$	—	$	1,702
Embedded derivative	—		—		7,760		7,760		—		—		16,390		16,390

Deferred compensation obligations	—		19,696		—		19,696		—		17,164		—		17,164
Total	$	—	$	19,865	$	7,760	$	27,625	$	—	$	18,866	$	16,390	$	35,256

Foreign exchange currency contracts may be entered into by the Company to hedge the future payment of inventory and intercompany transactions by non-U.S. subsidiaries. Periodically, the Company may also use foreign exchange currency contracts to hedge the translation and economic exposures related to its net investments in certain of its international subsidiaries. The fair values of the Company’s foreign exchange currency contracts are based on quoted foreign exchange forward rates at the reporting date. The fair values of the Company’s interest rate swaps are based upon inputs corroborated by observable market data. Deferred compensation obligations to employees are adjusted based on changes in the fair value of the underlying employee-directed investments. Fair value of these obligations is based upon inputs corroborated by observable market data.

The fair values of the embedded derivative and the 2028 Bond Hedge related to the Additional 2028 Notes were initially measured based on the observed transactions. Subsequent fair values are measured using a binomial lattice model utilizing observable inputs (e.g. the Company’s stock price) and unobservable inputs (e.g. the expected volatility and instrument specific credit spread) that cause the valuation measurements to be classified as Level 3. The following assumptions were used within the model:


Valuation Assumptions	Nov 2, 2024			Feb 3, 2024
Expected volatility	30		%	30		%
Risk-free interest rate	4.2		%	4.1		%
Credit spread	2.6		%	4.3		%
Dividend yield	7.1		%	5.2		%
Term to maturity	3.5 years			4.2 years
Stock price	$	16.97		$	22.86

As of November 2, 2024, if the expected volatility were increased to 40%, keeping all other inputs constant, the fair value of the embedded derivative would increase from $7.8 million to $11.7 million and the fair value of the 2028 Bond Hedge would increase from $35.5 million to $53.6 million. If the expected volatility were decreased to 20%, the fair value of the embedded derivative would decrease from $7.8 million to $3.9 million and the fair value of the 2028 Bond Hedge would decrease from $35.5 million to $17.8 million. If the credit spread increased from 2.6% to 3.6%, keeping all other inputs constant, the fair value of the embedded derivative would increase from $7.8 million to $8.2 million and the fair value of the 2028 Bond Hedge would increase from $35.5 million to $37.3 million. If the credit spread decreased from 2.6% to 1.6%,

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the fair value of the embedded derivative would decrease from $7.8 million to $7.4 million and the fair value of the 2028 Bond Hedge would decrease from $35.5 million to $33.8 million.

The following presents a reconciliation of the Company’s financial assets and liabilities measured at fair value as of November 2, 2024, using significant unobservable inputs (Level 3), and the change in fair value recorded in other income (expense), net in the consolidated statements of income (loss) (in thousands):


	Embedded Derivative	2028 Bond Hedge
Balance as of February 3, 2024	$

GUESS INC 10-Q