Form 4: Guess? Inc. Director Reports Share Conversion Post-Merger

Guess? Inc. Director Deborah Weinswig reported the conversion of her common stock and restricted stock awards into cash at $16.75 per share following the company's merger.

Summary

• Guess?, Inc. completed its merger with Glow Merger Sub 1, Inc. on January 23, 2026, with Guess?, Inc. surviving as a wholly-owned subsidiary of Glow Holdco 1, Inc., an entity related to 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.
• Reporting Person Deborah Weinswig's 26,908 shares of common stock were cancelled and converted into the right to receive $16.75 per share in cash.
• Her 14,446 outstanding unvested restricted stock awards (RSAs) vested at the effective time of the merger, were cancelled, and converted into the right to receive $16.75 per share in cash, plus any accrued and unpaid dividends.

Sentiment

Score: 6

Explanation: The filing reports the completion of a definitive corporate action (merger) that provides a clear exit for public shareholders at a fixed price. It is a factual report of a completed transaction, not an operational performance update.

Positives

• The reporting person received cash for all beneficial ownership of Guess? Inc. common stock and vested restricted stock awards, providing a liquidity event.
• The merger successfully completed as per the Agreement and Plan of Merger dated August 20, 2025.

Negatives

• Guess? Inc. common stock will be delisted from the New York Stock Exchange, removing its public trading status.
• Guess? Inc. will be deregistered under the Securities Exchange Act of 1934, reducing public transparency and reporting requirements.
• Public shareholders no longer hold shares in a publicly traded entity, losing the ability to trade on the open market.

Risks

• Former shareholders face a loss of liquidity for their investment due to the delisting from the NYSE.
• The company's transition to a private entity means a reduction in public disclosure and regulatory oversight, which may impact transparency for former public investors.

Future Outlook

Guess? Inc. will operate as a wholly-owned subsidiary of Glow Holdco 1, Inc., with its common stock delisted from the NYSE and deregistered under the Securities Exchange Act of 1934, signifying its transition from a public to a private entity.

Industry Context

This announcement reflects the completion of a significant corporate action in the retail and apparel industry, where a publicly traded company transitions to private ownership. Such moves are often driven by strategic objectives like brand portfolio optimization, restructuring, or private equity investment, as seen with Authentic Brands Group LLC's involvement.

Comparison to Industry Standards

• The acquisition price of $16.75 per share represents the agreed-upon value for Guess? Inc. common stock in the context of its merger with Authentic Brands Group LLC.
• Public-to-private transactions, such as this merger, are common strategic moves in the retail and apparel industry, often driven by desires for restructuring, brand portfolio optimization, or private equity investment.
• Specific comparable company or project results for this particular transaction are not detailed within this filing.

Corporate Governance

Stakeholder Impact

• Shareholders: Received cash for their shares, effectively liquidating their investment in Guess? Inc. and no longer holding publicly traded stock.
• Employees: While not directly addressed, mergers can lead to organizational restructuring and potential impacts on employee roles and benefits.

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 existing shareholders, the merger completion means their shares are converted to cash at the agreed-upon price of $16.75 per share, effectively a mandatory sale of their holdings. The company's common stock will be delisted and deregistered, eliminating public trading opportunities.

Keywords

Guess, GES, Merger, Form 4, Beneficial Ownership, Delisting, Deregistration, Restricted Stock Awards, Authentic Brands Group, Corporate Action