Form 4: Guess? Inc. Delists Post-Merger; Marciano Share Transfer

Guess? Inc. common stock will be delisted from the NYSE and deregistered following its merger into a wholly-owned subsidiary of Glow Holdco 1, Inc., an affiliate of Authentic Brands Group LLC.

Summary

• On January 23, 2026, Guess? Inc. merged with Glow Merger Sub 1, Inc., becoming a wholly-owned subsidiary of Glow Holdco 1, Inc. (Parent), an affiliate of Authentic Brands Group LLC.
• As a result 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.
• Maurice Marciano, a Director and 10% owner, disposed of a total of 10,232,783 shares of Common Stock through various entities immediately prior to the merger's effective time.
• These shares were contributed or transferred to a newly-formed affiliate of the 'Rolling Stockholders' as per an Interim Investors Agreement dated August 20, 2025.

Sentiment

Score: 4

Explanation: The filing reports a completed merger leading to delisting, which removes public investment opportunity and liquidity, generally negative for existing public shareholders.

Negatives

• Guess? Inc. common stock will be delisted from the New York Stock Exchange, removing public trading access.
• The company's common stock will be deregistered under the Securities Exchange Act of 1934, reducing transparency and reporting requirements.

Risks

• Former public shareholders will lose liquidity and market access for their investment in Guess? Inc. common stock due to delisting.
• Deregistration will result in reduced public disclosure and transparency regarding the company's operations and financial health.

Future Outlook

Guess? Inc. common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, transitioning the company to a privately held entity.

Industry Context

This transaction represents a take-private event, where a publicly traded company transitions to private ownership. Such moves are often driven by a desire to reduce regulatory burdens, pursue long-term strategies away from public market scrutiny, or consolidate ownership.

Corporate Governance

Related Party Transactions

• Maurice Marciano, a Director and 10% owner, contributed/transferred his shares to a newly-formed affiliate of the 'Rolling Stockholders' immediately prior to the merger, pursuant to an Interim Investors Agreement.

Stakeholder Impact

• Public shareholders will no longer hold shares in a publicly traded entity, losing market liquidity and transparency.
• The company's employees and management will now operate under a private ownership structure, potentially impacting incentives and strategic direction.

Next Steps

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

Key Dates

Keywords

Guess, GES, merger, delisting, Form 4, insider transaction, Maurice Marciano, Authentic Brands Group, take-private