SC 13E-3 SC 13E3 EX-FILING FEES 0000912463 GUESS INC 0-11 Y SC 14A N SC 14A 0000912463 2025-10-03 2025-10-03 0000912463 1 2025-10-03 2025-10-03 0000912463 1 2025-10-03 2025-10-03 0000912463 2 2025-10-03 2025-10-03 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

Table 1: Transaction Valuation

|  | Transaction Valuation | Fee Rate | Amount of Filing Fee
--- | --- | --- | --- | ---
Fees to be Paid | 1 | $ 510,599,993.37 | 0.0001381 | $ 70,513.86
Fees Previously Paid |  |  |  |
| Total Transaction Valuation: | $ 510,599,993.37 |  |
| Total Fees Due for Filing: |  |  | $ 70,513.86
| Total Fees Previously Paid: |  |  | $ 0.00
| Total Fee Offsets: |  |  | $ 70,513.86
| Net Fee Due: |  |  | $ 0.00

Offering Note |

1 | Aggregate number of securities to which transaction applies: As of August 29, 2025, the maximum number of shares of GUESS?, Inc.'s common stock, no par value per share (the "Guess Common Stock"), to which this transaction applies is estimated to be 30,604,854, which consists of (1) 26,109,924 shares of Guess Common Stock entitled to receive the per share merger consideration of $16.75 (which excludes any Excluded Shares, as defined in the Merger Agreement); (2) 1,020,352 shares of Guess Common Stock underlying outstanding and unexercised stock options to purchase shares of Guess Common Stock, which have an exercise price per share that is less than $16.75 (such options, the "In-the-Money Options"); (3) 1,564,150 shares of Guess Common Stock underlying outstanding time-based restricted stock units, which may be entitled to receive the per share merger consideration of $16.75; (4) 681,990 shares of Guess Common Stock underlying outstanding restricted stock awards, which may be entitled to receive the per share merger consideration of $16.75; and (5) 1,590,843 shares of Guess Common Stock underlying outstanding performance-based restricted stock units, which may be entitled to receive the per share merger consideration of $16.75 (assuming maximum performance levels under the awards are achieved). The underlying value of the transaction, as computed pursuant to Exchange Act Rule 0-11 and estimated solely for purposes of calculating the filing fee, as of August 29, 2025, was calculated based on the sum of (1) the product of 26,109,924 shares of Guess Common Stock and the per share merger consideration of $16.75; (2) the product of 1,020,352 shares of Guess Common Stock underlying the In-the-Money Options and $8.81 (which is the difference between the per share merger consideration of $16.75 and the weighted average exercise price of the In-the-Money Options of $7.94); (3) the product of 1,564,150 shares of Guess Common Stock underlying outstanding time-based restricted stock units and the per share merger consideration of $16.75; (4) the product of 681,990 shares of Guess Common Stock underlying outstanding shares of restricted stock and the per share merger consideration of $16.75; and (5) 1,590,843 shares of Guess Common Stock underlying outstanding performance-based restricted stock units (assuming maximum performance levels under the awards are achieved) and the per share merger consideration of $16.75. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying the sum calculated in the preceding sentence by 0.00013810.

Table 2: Fee Offset Claims and Sources | ☐Not Applicable
--- | ---

|  | Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Fee Paid with Fee Offset Source
--- | --- | --- | --- | --- | --- | --- | --- | ---
Fee Offset Claims | 1 |  | Schedule 14A | 001-11893 | 10/03/2025 |  | $ 70,513.86 |
Fee Offset Sources | 2 | GUESS?, Inc | Schedule 14A | 001-11893 |  | 10/03/2025 |  | $ 70,513.86

Explanation of the basis for claimed offset: |

1 | GUESS?, Inc. previously paid $70,513.86 upon the filing of its Schedule 14A on October 3, 2025 in connection with the transaction reported hereby.

Offset Note |

2 | GUESS?, Inc. previously paid $70,513.86 upon the filing of its Schedule 14A on October 3, 2025 in connection with the transaction reported hereby.