Form 4: Guess? CEO's Equity Transactions Amidst Merger & Delisting

Guess? Inc. CEO Carlos Alberini reports significant equity transactions tied to the company's merger and subsequent delisting from the NYSE.

Summary

• Guess?, Inc. merged with Glow Merger Sub 1, Inc., a subsidiary of Glow Holdco 1, Inc. and an affiliate of Authentic Brands Group LLC, making Guess? a wholly-owned subsidiary of Parent.
• As a result of the merger, Guess? Inc. common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.
• Carlos Alberini, CEO and Director, reported multiple transactions on January 22 and 23, 2026, related to the merger agreement.
• On January 22, 2026, Alberini exercised 348,157 employee stock options at $6.39 per share, acquiring common stock.
• Also on January 22, 2026, 101,170 shares were disposed of at $16.81 for tax withholding purposes.
• On January 23, 2026, outstanding unvested restricted stock units (RSUs) and performance-based restricted stock units (PSUs) vested and converted into 327,578 and 485,520 shares of common stock, respectively, as per the merger agreement.
• Further tax withholdings on January 23, 2026, resulted in the disposition of 153,064 shares at $16.75 and 219,176 shares at $16.75.
• Alberini contributed 696,555 shares of common stock directly, and 208,410 shares held by Alberini Family LLC, and 1,206,208 shares held by Carlos and Andrea Alberini Trust, to a newly-formed affiliate of the Rolling Stockholders immediately prior to the merger's effective time.
• 600,000 employee stock options with an exercise price of $19.13 were cancelled at the effective time of the merger for no consideration, payment, or right to consideration or payment.

Sentiment

Score: 3

Explanation: The delisting of Guess? Inc. common stock and the cancellation of a significant number of employee stock options for no consideration are negative for public shareholders and the reporting person's derivative holdings, despite the vesting of other equity awards. The company transitioning to private ownership removes public investment opportunities.

Positives

• Carlos Alberini's unvested restricted stock units (RSUs) and performance-based restricted stock units (PSUs) vested and converted into 327,578 and 485,520 shares of common stock, respectively, due to the merger.
• Alberini exercised 348,157 employee stock options at a price of $6.39 per share, which was significantly lower than the disposition prices for tax withholding ($16.81 and $16.75).

Negatives

• Guess? Inc. common stock will be delisted from the New York Stock Exchange, removing public trading access.
• The company will be deregistered under the Securities Exchange Act of 1934.
• 600,000 employee stock options with an exercise price of $19.13 were cancelled for no consideration at the effective time of the merger.

Risks

• Public shareholders will lose liquidity and the ability to trade Guess? Inc. common stock on the New York Stock Exchange due to delisting.
• The deregistration under the Securities Exchange Act of 1934 means less public disclosure and regulatory oversight for the company.

Future Outlook

Guess?, Inc. will operate as a wholly-owned subsidiary of Glow Holdco 1, Inc., an affiliate of Authentic Brands Group LLC, and will no longer be a publicly traded company.

Industry Context

This merger signifies a strategic move for Guess? Inc. to become a privately held entity under the umbrella of Authentic Brands Group LLC, a company known for acquiring and managing a diverse portfolio of brands. This trend of public companies going private can be driven by desires for greater operational flexibility, reduced regulatory burdens, or strategic repositioning away from public market scrutiny.

Corporate Governance

Related Party Transactions

• Carlos Alberini, CEO and Director, engaged in transactions involving his direct holdings and indirect holdings through Alberini Family LLC and Carlos and Andrea Alberini Trust, all related to the merger and contribution of shares to an affiliate of the Rolling Stockholders.

Stakeholder Impact

• Shareholders: Will lose public market liquidity as the common stock is delisted and deregistered. Their shares will be converted or acquired as part of the merger terms.
• Employees (including CEO): Equity awards (RSUs, PSUs, stock options) were handled according to the merger agreement, with some vesting and conversion, and others cancelled for no consideration.
• Regulatory Authorities: The company will no longer be subject to SEC reporting requirements post-deregistration.

Next Steps

• The common stock of Guess?, Inc. will be delisted from the New York Stock Exchange.
• The company will be deregistered under the Securities Exchange Act of 1934, as amended.

Key Dates

Recommendation

The company's common stock is being delisted from the NYSE and deregistered following its merger into a wholly-owned subsidiary. Public shareholders will no longer have a market to trade their shares, necessitating a 'sell' recommendation for those holding the stock prior to the merger's effective date to realize value.

Keywords

Guess Inc, GES, Carlos Alberini, SEC Form 4, Merger, Delisting, Stock Options, RSU, PSU, Insider Trading, Beneficial Ownership, Authentic Brands Group