Form 4: Guess? Director's Stock Converted in Merger

Guess? Inc. Director Christopher N. Lewis's common stock and restricted stock awards were converted to cash at $16.75 per share following the company's merger into a wholly-owned subsidiary.

Summary

• Director Christopher N. Lewis reported changes in beneficial ownership of Guess? Inc. securities.
• On January 23, 2026, Guess?, Inc. completed a merger with Glow Merger Sub 1, Inc., becoming a wholly-owned subsidiary of Glow Holdco 1, Inc., pursuant to an Agreement and Plan of Merger dated August 20, 2025.
• As a result of the merger, 4,914 shares of common stock beneficially owned by Mr. Lewis were cancelled and converted into the right to receive $16.75 per share in cash.
• Additionally, 14,446 outstanding unvested restricted stock awards (RSAs) held by Mr. Lewis vested, were cancelled, and converted into the right to receive $16.75 per share in cash, along with any accrued and unpaid dividends.
• The common stock of Guess?, Inc. will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.

Sentiment

Score: 5

Explanation: The filing reports the expected outcome of a pre-announced merger, resulting in the company's delisting and conversion of shares to cash for the reporting person. This is a neutral event in terms of unexpected news, as the merger was previously disclosed.

Positives

• The reporting person, Christopher N. Lewis, received cash for his common stock and vested restricted stock awards at a price of $16.75 per share.
• The merger transaction, which was previously announced, has been successfully completed.

Negatives

• Guess? Inc. common stock will be delisted from the New York Stock Exchange, removing its public trading liquidity.
• The company will be deregistered under the Securities Exchange Act of 1934, ceasing to be a publicly traded entity.

Risks

• The delisting of Guess? Inc. common stock removes the ability for public shareholders to trade their shares on an exchange.
• Deregistration under the Securities Exchange Act of 1934 means the company will no longer be subject to public reporting requirements.

Future Outlook

Guess? Inc. will cease to be a publicly traded company, with its common stock delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934. It will operate as a wholly-owned subsidiary of Glow Holdco 1, Inc.

Industry Context

This announcement reflects a specific corporate action (a merger and subsequent delisting) for Guess? Inc., rather than a broader industry trend. It signifies a consolidation event where a public company transitions to private ownership.

Corporate Governance

Stakeholder Impact

• Shareholders: Public shareholders of Guess? Inc. had their common stock converted into cash at $16.75 per share, losing their equity ownership and the ability to trade shares publicly.
• Company: Guess? Inc. transitions from a publicly traded entity to a privately held subsidiary, altering its operational and reporting environment.

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

For public shareholders, the company's common stock is being delisted from the NYSE and deregistered, as it has become a wholly-owned subsidiary. This means public shareholders would have had their shares converted to cash at the merger price of $16.75 per share, effectively a mandatory sale. There is no longer a public market for the stock.

Keywords

Guess Inc, GES, Merger, Delisting, Insider Transaction, Form 4, Restricted Stock Awards, Authentic Brands Group, Glow Holdco, Beneficial Ownership