Form 4: Guess? Inc. Director's Shares Converted Post-Merger

Guess? Inc. Director Anthony Chidoni's common stock and restricted stock awards were converted to cash at $16.75 per share following the company's merger with Glow Merger Sub 1, Inc.

Summary

• On January 23, 2026, Guess?, Inc. completed its merger with Glow Merger Sub 1, Inc., a subsidiary of Glow Holdco 1, Inc., with Guess? Inc. surviving as a wholly-owned subsidiary.
• 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.
• Director Anthony Chidoni's 217,160 shares of common stock were cancelled and converted into the right to receive $16.75 per share in cash.
• Additionally, 14,446 outstanding unvested restricted stock awards held by Anthony Chidoni vested, were cancelled, and converted into the right to receive $16.75 per share in cash, plus any accrued and unpaid dividends.

Sentiment

Score: 7

Explanation: The filing reports the definitive completion of a merger, resulting in a cash payout to shareholders and the company's transition to private ownership. This is a clear, expected outcome of a major corporate event.

Positives

• The merger successfully completed, providing a definitive cash payout to shareholders at $16.75 per share.
• Unvested restricted stock awards held by the director vested upon the merger, converting into cash.

Negatives

• Guess? Inc. common stock will be delisted from the New York Stock Exchange, removing its public trading status.
• The company will be deregistered under the Securities Exchange Act of 1934, ending its public reporting obligations.

Risks

• For former public shareholders, the investment risk in Guess? Inc. common stock has been eliminated as shares were converted to cash.
• The company's transition to a private entity means public market scrutiny and liquidity are no longer applicable.

Future Outlook

Guess? Inc. has become a wholly-owned subsidiary of Glow Holdco 1, Inc. and will be delisted from the New York Stock Exchange and deregistered, ceasing to be a publicly traded company.

Industry Context

This filing reflects a specific corporate action—a take-private merger—rather than a broad industry trend. It signifies the consolidation within the retail and apparel sector, where public companies may be acquired to become private entities, often by private equity or larger strategic buyers.

Corporate Governance

Stakeholder Impact

• Shareholders: Received cash consideration of $16.75 per share for their common stock and vested restricted stock awards.
• Employees: The filing does not detail specific impacts on employees beyond the vesting of restricted stock awards for the reporting person, but the company's ownership structure has changed.

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, Acquisition, Form 4, Beneficial Ownership, Director, Stock Conversion, Delisting, Private Company