SCHEDULE: Guess? Inc. Completes Merger, Delists from NYSE

Guess? Inc. has completed its previously announced merger, resulting in its delisting from the New York Stock Exchange and the reporting persons ceasing beneficial ownership.

Summary

• Guess?, Inc. completed its merger with Glow Merger Sub 1, Inc., a subsidiary of Glow Holdco 1, Inc. (Parent) and Authentic Brands Group LLC, on January 23, 2026, at 8:05 a.m. ET.
• The Issuer, Guess?, Inc., survives as a wholly-owned subsidiary of Parent.
• Each common share was cancelled without consideration, except for those converted into the right to receive $16.75 in cash.
• The company's common stock was suspended from trading on the New York Stock Exchange (NYSE) on January 23, 2026.
• NYSE has filed Form 25 to delist and deregister Guess? common stock, meaning it will no longer be listed.
• The reporting persons (Paul Marciano, Maurice Marciano, Carlos Alberini, Michael Karlin, Steven Lockshin, Olivia Marciano, William F. Payne, Mark Silah, David Tordjman, and Nicolai Marciano) no longer beneficially own any shares of Guess?, Inc. common stock, making this an exit filing for them.

Sentiment

Score: 6

Explanation: Neutral to slightly positive for shareholders who received cash, as the merger was completed as planned. Neutral for the company as it transitions to private ownership. Negative for public market investors losing access to the stock.

Positives

• Completion of the merger provides certainty for the company's future under new private ownership.
• Shareholders who opted for cash received $16.75 per share.

Negatives

• Common Stock is no longer listed on the NYSE, removing public trading access for investors.
• Existing public shareholders (who did not receive cash) no longer hold shares in a publicly traded entity.

Risks

• Loss of liquidity for shareholders due to delisting from NYSE.
• Deregistration under the Securities Exchange Act of 1934 means less public disclosure and regulatory oversight for the company.

Future Outlook

The filing confirms the completion of a merger, resulting in the company becoming a private entity. It does not provide forward-looking statements or guidance for the now-private company.

Industry Context

The delisting of Guess?, Inc. signifies its transition from a publicly traded company to a privately held entity, a common strategy for companies seeking to restructure, avoid public market pressures, or integrate into a larger private portfolio, such as that of Authentic Brands Group. This move removes a significant player from public fashion retail equity markets.

Comparison to Industry Standards

• This filing primarily details the completion of a merger and delisting, rather than operational or financial results that could be compared to industry benchmarks. Therefore, specific comparable companies, projects, or results are not applicable in this context.

Related Party Transactions

• Immediately prior to the Effective Time, each Subject Share (other than those converted to cash) was contributed (or otherwise transferred), directly or indirectly, to one or more affiliates of the Reporting Persons, pursuant to the terms of the Pre-Closing Restructuring as set forth in the Interim Investors Agreement.

Stakeholder Impact

• Shareholders: Public shareholders either received $16.75 cash per share or had their shares cancelled, losing their investment in a publicly traded company.
• Company: Guess?, Inc. transitions to private ownership, potentially allowing for more strategic flexibility away from public market scrutiny.
• Reporting Persons: They have exited their beneficial ownership in the public entity, with their shares likely transferred to private affiliates involved in the new ownership structure.

Next Steps

• The New York Stock Exchange will complete the delisting and deregistration of Guess?, Inc. common stock.
• Guess?, Inc. will operate as a wholly-owned subsidiary of Glow Holdco 1, Inc.

Key Dates

Keywords

Guess Inc., Merger, Delisting, NYSE, Authentic Brands Group, Paul Marciano, Maurice Marciano, Carlos Alberini, Schedule 13D, Going Private, Common Stock, Share Cancellation