Form 4: GUESS? CFO Cashes Out RSUs Post-Merger

GUESS? Inc. CFO Alberto Michele Maria Toni converted 33,278 restricted stock units into cash at $16.75 per share following the company's merger and delisting.

Summary

• CFO Alberto Michele Maria Toni reported a change in beneficial ownership related to GUESS? Inc. (GES).
• The change occurred on January 23, 2026, as a result of a merger where Merger Sub, a subsidiary of Glow Holdco 1, Inc., merged with and into GUESS?, Inc.
• GUESS?, Inc. is now a wholly-owned subsidiary of Glow Holdco 1, Inc.
• As a consequence of the merger, GUESS? Inc.'s common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.
• Toni's 33,278 outstanding unvested restricted stock units (RSUs) vested, were cancelled, and converted into a cash payment.
• The cash payment was calculated at $16.75 per share, totaling $557,001.50 before any accrued dividends or dividend equivalents and less any required tax withholdings.

Sentiment

Score: 3

Explanation: The filing indicates the company is being taken private, leading to delisting and deregistration, which is generally negative for existing public shareholders as their shares are converted to cash at a fixed price, removing future public market upside. However, the CFO received a significant cash payout for their RSUs.

Positives

• The CFO received a significant cash payout of $557,001.50 from the conversion of vested restricted stock units.

Negatives

• GUESS? Inc. common stock will be delisted from the New York Stock Exchange.
• GUESS? Inc. will be deregistered under the Securities Exchange Act of 1934, removing it from public reporting requirements.
• The company is no longer an independent publicly traded entity.

Risks

• Delisting from the NYSE and deregistration under the Securities Exchange Act of 1934 means public shareholders will no longer have a market for their shares and will have their shares converted to cash at the merger price.

Future Outlook

The company's common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, indicating it will no longer be a publicly traded entity.

Industry Context

This filing reflects a trend of public companies being taken private through mergers or acquisitions, which provides immediate liquidity to existing shareholders but removes the company from public market scrutiny and trading, shifting its governance to a private entity.

Corporate Governance

Stakeholder Impact

• Shareholders: Public shareholders received cash for their shares at $16.75 per share, losing their equity stake and the ability to trade shares on the NYSE.
• Employees (with RSUs): Employees holding unvested restricted stock units, such as the CFO, had them vest and convert to cash at the merger price.

Next Steps

• Delisting of GUESS?, Inc. common stock from the New York Stock Exchange.
• Deregistration of GUESS?, Inc. under the Securities Exchange Act of 1934.

Key Dates

Recommendation

The merger agreement dictates that Guess?, Inc. common stock will be delisted from the New York Stock Exchange and deregistered. This means public shareholders will have their shares converted to cash at $16.75 per share, effectively forcing a sale of their investment in the public entity. Therefore, for any remaining public shareholders, the action is to sell or accept the cash consideration.

Keywords

GUESS Inc., GES, Merger, Delisting, SEC Form 4, Restricted Stock Units, CFO, Acquisition, Private Equity