Form 4: Guess? Inc. Goes Private: Chairman Sells Shares in Merger

Guess? Inc. Chairman Alex Yemenidjian reports sale of shares following the company's merger into a wholly-owned subsidiary of Glow Holdco 1, Inc. at $16.75 per share.

Summary

• Alex Yemenidjian, Director and Chairman of the Board of Guess? Inc., reported changes in beneficial ownership due to a merger.
• On January 23, 2026, Guess? Inc. merged with Glow Merger Sub 1, Inc., becoming a wholly-owned subsidiary of Glow Holdco 1, Inc.
• As a result of the merger, 181,060 shares of common stock were cancelled and converted into the right to receive $16.75 per share in cash.
• Additionally, 22,070 outstanding unvested restricted stock awards vested, were cancelled, and converted into the right to receive $16.75 per share in cash, plus any accrued and unpaid dividends.
• The common stock of Guess? Inc. will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger where Guess? Inc. was acquired, and its shares converted to cash. This provides a clear, positive outcome for the reporting person and other shareholders who received a fixed cash price for their shares. The company transitions to private ownership, removing it from public market scrutiny.

Positives

• The reporting person, Alex Yemenidjian, received cash for his common stock and vested restricted stock awards at a fixed price of $16.75 per share.
• The merger provides a definitive cash exit for public shareholders at a predetermined value.

Negatives

• Guess? Inc. common stock will be delisted from the New York Stock Exchange, removing it from public trading.
• The company will be deregistered under the Securities Exchange Act of 1934, eliminating public reporting requirements and scrutiny.
• Public shareholders will no longer hold an equity stake in Guess? Inc.

Future Outlook

Guess? Inc. will operate as a wholly-owned subsidiary of Glow Holdco 1, Inc., and its common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.

Management Comments

• The company has completed its merger, resulting in its transition to a wholly-owned subsidiary.
• Common stock and vested restricted stock awards were converted into cash at $16.75 per share.

Industry Context

This represents a significant consolidation event in the retail/fashion industry, where a publicly traded brand like Guess? Inc. is taken private. Such moves, often by larger holding companies or private equity firms like Authentic Brands Group LLC, can allow for strategic restructuring and brand management away from public market pressures.

Comparison to Industry Standards

• The $16.75 per share acquisition price would typically be benchmarked against the trading multiples (e.g., P/E, EV/EBITDA) of publicly traded apparel and retail companies such as Levi Strauss & Co. (LEVI), Ralph Lauren Corporation (RL), or Capri Holdings Limited (CPRI) at the time of the merger agreement (August 20, 2025).
• The premium offered over Guess? Inc.'s pre-announcement share price would be compared to premiums observed in other take-private transactions or strategic acquisitions within the consumer discretionary sector, for example, the acquisition of Tiffany & Co. by LVMH.
• The transition to a wholly-owned subsidiary under Authentic Brands Group LLC aligns with a broader industry trend of brand consolidation and private ownership, allowing for potentially more agile strategic decisions away from quarterly public reporting pressures, similar to how other brands under ABG's portfolio operate.

Corporate Governance

Stakeholder Impact

• Shareholders: Public shareholders received $16.75 per share in cash, ending their equity ownership.
• Employees: The filing does not provide details on employee impact, but as a wholly-owned subsidiary, operational changes or integration with the acquirer's structure may occur.
• Management: The reporting person, Alex Yemenidjian, received cash for his shares and RSAs. His role as Chairman and Director would transition under private ownership.

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

Keywords

Guess Inc, GES, Merger, Acquisition, Delisting, SEC Form 4, Beneficial Ownership, Alex Yemenidjian, Authentic Brands Group, Glow Holdco, Restricted Stock Awards