Guess?, Inc. Announces Issuance of Approximately $12.1 Million of Additional 3.75% Convertible Notes Due 2028 and Retirement of Approximately $14.6 Million of Existing 2.00% Convertible Notes Due 2024

Guess?, Inc. (NYSE: GES) (the “Company”) announced today that it has entered into a separate, privately negotiated exchange and subscription agreement (the “Exchange and Subscription Agreement”) with a holder of its 2.00% convertible senior notes due 2024 (the “2024 Notes”), pursuant to exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Exchange and Subscription Agreement, the Company will exchange approximately $14.6 million in aggregate principal amount of the 2024 Notes for approximately $12.1 million in aggregate principal amount of additional 3.75% convertible senior notes due 2028 (the “2028 Notes”) (collectively, the “Transactions”). The Transactions are expected to settle on or about April 2, 2024, subject to customary closing conditions.

The 2028 Notes will have the same terms as, and constitute a single series with, (i) the $275.0 million aggregate principal amount of 3.75% Convertible Senior Notes due 2028 that the Company originally issued on April 17, 2023 and (ii) the $64.8 million aggregate principal amount of additional 3.75% Convertible Senior Notes due 2028 that the Company issued on January 10, 2024 (together, the “Existing 2028 Notes”). The 2028 Notes will have the same CUSIP number as the Existing 2028 Notes and will be issued as additional notes under the indenture governing the Existing 2028 Notes. The 2028 Notes are expected to trade interchangeably with the Existing 2028 Notes immediately upon settlement and be fungible with the Existing 2028 Notes. As a result, upon completion of the Transactions, the aggregate principal amount of the 2024 Notes outstanding will be approximately $33.5 million, and the aggregate principal amount of the 2028 Notes outstanding will be approximately $351.9 million.

The 2028 Notes will be convertible in certain circumstances into cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election. If and when issued, the 2028 Notes will be unsecured senior obligations of the Company. The conversion rate of the 2028 Notes is approximately 40.9077 shares per $1,000 principal amount of the 2028 Notes, which is equivalent to an initial conversion price of approximately $24.45 per share of common stock, and is subject to adjustment upon the occurrence of certain events. The 2028 Notes will be convertible only upon the occurrence of certain events and during certain periods. The 2028 Notes will bear interest at a rate of 3.75% per year, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2024. The 2028 Notes will mature on April 15, 2028, unless earlier repurchased or converted in accordance with their terms.