Form 4: Guess? Executive Reports Share Transactions Amid Merger
Insider Transaction Report
Guess? executive Nicolai D. Marciano reported significant share transactions, including option exercises and dispositions, as the company completed its merger into a wholly-owned subsidiary.
Summary
- Nicolai D. Marciano, an executive at Guess?, Inc., reported multiple transactions involving the company's common stock and derivative securities.
- On January 22, 2026, Marciano exercised employee stock options to acquire 15,000 shares of common stock at $12.07 per share and disposed of 1,517 shares at $16.81, likely for tax withholding.
- On January 23, 2026, 7,500 unvested restricted stock awards (RSAs) vested and converted into common stock at a price of $0 per share due to a merger.
- Also on January 23, 2026, 2,043 shares were disposed of at $16.75, likely for tax withholding.
- Immediately prior to the merger's effective time on January 23, 2026, 52,505 shares of common stock were contributed to a newly-formed affiliate of the Rolling Stockholders.
- Employee stock options for 3,800 shares with an exercise price of $17.35 were cancelled for no consideration as a result of the merger.
- Following these transactions, Nicolai D. Marciano beneficially owns 0 shares of Guess? Common Stock.
- The transactions are a direct consequence of the Agreement and Plan of Merger dated August 20, 2025, where a Merger Sub merged into Guess?, Inc., making Guess? a wholly-owned subsidiary of Glow Holdco 1, Inc.
- As a result of the merger, Guess? Common Stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.
Sentiment
Score: 4
Explanation: The filing is a factual report of insider transactions resulting from a merger. While the transactions themselves are neutral, the underlying event (merger leading to delisting and deregistration) is generally negative for public shareholders due to loss of liquidity and transparency. The cancellation of some options for no consideration is also a negative for the reporting person.
Positives
- Vesting of 7,500 restricted stock awards at $0 cost due to the merger.
- Exercise of 15,000 employee stock options at $12.07, which is below the disposition price of $16.81 on the same day.
Negatives
- Cancellation of 3,800 employee stock options for no consideration due to the merger.
- The delisting of Guess? Common Stock from the New York Stock Exchange and its deregistration, which eliminates public trading and liquidity for shareholders.
Risks
- Loss of liquidity for public shareholders due to the delisting of Common Stock from the New York Stock Exchange.
- Deregistration of Common Stock under the Securities Exchange Act of 1934, removing public reporting requirements.
Future Outlook
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, meaning it will no longer be publicly traded.
Management Comments
- The Reporting Person is filing this Form 4 because he may be deemed to be a member of a Section 13(d) group that no longer collectively beneficially owns more than 10% of the Common Stock.
- The Reporting Person expressly disclaims beneficial ownership of the securities beneficially owned by the other group members.
Industry Context
This filing reflects the final stages of a corporate merger, a common strategic move in the retail and apparel industry for companies seeking to go private or restructure ownership. The delisting of Guess? from the NYSE signifies a shift from public to private ownership, which can impact market transparency and investor access.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Merger Agreement | Agreement and Plan of Merger dated August 20, 2025, between Guess?, Inc., Authentic Brands Group LLC, Glow Holdco 1, Inc., and Glow Merger Sub 1, Inc., leading to Guess? becoming a wholly-owned subsidiary. | 2026-01-23 | Transformed Guess? into a private entity, resulting in delisting and deregistration of its common stock. |
| Interim Investors Agreement | Agreement dated August 20, 2025, among Authentic and other Rolling Stockholders, leading to the contribution of shares to a newly-formed affiliate prior to the merger. | 2026-01-23 | Restructured ownership of certain shares immediately preceding the merger, consolidating control among specific investor groups. |
Related Party Transactions
- Contribution of 52,505 shares of Common Stock to a newly-formed affiliate of the Rolling Stockholders immediately prior to the merger's effective time, pursuant to the Interim Investors Agreement. The reporting person may be deemed a member of a Section 13(d) group related to these stockholders.
Stakeholder Impact
- Shareholders: Public shareholders will lose liquidity and the ability to trade Guess? Common Stock due to delisting and deregistration.
- Employees (with equity): Unvested restricted stock awards vested due to the merger, providing immediate value. However, some employee stock options were cancelled for no consideration.
Next Steps
- Delisting of Guess? Common Stock from the New York Stock Exchange.
- Deregistration of Guess? Common Stock under the Securities Exchange Act of 1934.
Key Dates
| Date | Description |
|---|---|
| 2020-06-10 | Start date for four equal annual installments of option vesting. |
| 2025-08-20 | Date of the Agreement and Plan of Merger and the Interim Investors Agreement. |
| 2026-01-22 | Date of option exercise and disposition of shares for tax withholding. |
| 2026-01-23 | Effective date of the merger, vesting of RSAs, cancellation of options, and contribution of shares to an affiliate. |
| 2026-01-26 | Filing date of the Form 4. |
| 2029-06-10 | Expiration date of the exercised employee stock option. |
Recommendation
sellThe company's common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934 as a result of the merger. This eliminates public trading and liquidity for existing shareholders, making it imperative for public shareholders to sell their shares before the delisting is complete.
Keywords
Guess, GES, Merger, Delisting, Form 4, Insider Trading, Beneficial Ownership, Stock Options, Restricted Stock Awards, Corporate Governance
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.