Form 4: GUESS Executive Cashes Out Equity Post-Merger

A GUESS? Inc. executive reported the disposition of common stock, restricted stock, and options following the company's merger and delisting from the NYSE.

Summary

• Fabrice Benarouche, SVP Finance and IR, CAO of GUESS? Inc. (GES), reported changes in beneficial ownership on January 23, 2026.
• The changes occurred due to the merger of Merger Sub with GUESS? Inc., making GUESS? a wholly owned subsidiary of Glow Holdco 1, Inc. (Parent), an entity related to Authentic Brands Group LLC.
• Common Stock, unvested restricted stock awards (RSAs), unvested restricted stock units (RSUs), and unvested performance stock units (PSUs) were cancelled and converted into the right to receive $16.75 per share in cash.
• Outstanding and unexercised employee stock options were cancelled and converted into cash equal to the product of the number of shares and the excess of $16.75 over the exercise price.
• Employee stock options with an exercise price of $18.49 were cancelled for no consideration.
• GUESS? Inc. Common Stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.

Sentiment

Score: 7

Explanation: The sentiment is generally positive for the reporting person as they received cash for their equity holdings, including unvested awards that vested due to the merger. However, some out-of-the-money options were cancelled for no consideration, which is a minor negative. For the company, it marks the completion of a strategic acquisition.

Positives

• The reporting person received cash for various equity holdings (Common Stock, RSAs, RSUs, PSUs, and in-the-money options) at $16.75 per share.
• Unvested restricted stock awards and units vested at the effective time of the merger, allowing for their conversion to cash.

Negatives

• Employee stock options with an exercise price of $18.49 were cancelled for no consideration, indicating they were out-of-the-money relative to the $16.75 merger price.
• GUESS? Inc. Common Stock will be delisted from the NYSE, removing public trading access for investors.
• GUESS? Inc. will be deregistered under the Securities Exchange Act of 1934, reducing public disclosure requirements.

Risks

• The delisting and deregistration of GUESS? Inc. common stock removes liquidity and public transparency for former shareholders.

Future Outlook

GUESS? Inc. Common Stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended, following the completion of the merger.

Industry Context

This filing details the finalization of a specific corporate acquisition, where GUESS? Inc. became a private entity. This reflects a broader trend of public companies being acquired and taken private, often by private equity firms or larger strategic buyers, to streamline operations, reduce public reporting burdens, or integrate into a larger portfolio (like Authentic Brands Group).

Corporate Governance

Related Party Transactions

• The merger itself involves related entities: Glow Holdco 1, Inc. (Parent) and Glow Merger Sub 1, Inc. (Merger Sub) acquiring GUESS? Inc.

Stakeholder Impact

• Shareholders: Public shareholders received $16.75 per share in cash, losing their equity stake and public trading access.
• Employees (with equity): Employees like the reporting person received cash for their vested and unvested equity awards and in-the-money options.
• Company: GUESS? Inc. transitioned from a publicly traded company to a wholly owned subsidiary, reducing public reporting requirements and potentially allowing for more agile strategic decisions under new ownership.

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

Keywords

GUESS Inc., GES, Merger, Acquisition, SEC Form 4, Beneficial Ownership, Stock Options, Restricted Stock Units, Delisting, Deregistration, Authentic Brands Group