Form 4: Guess? Inc. Goes Private: Marciano Trusts Adjust Holdings

Guess? Inc. has completed its merger, becoming a wholly-owned subsidiary, leading to delisting and a restructuring of beneficial ownership for key trusts and foundations.

Summary

• Guess? Inc. completed its merger on January 23, 2026, with Merger Sub merging into the Company, making Guess? a wholly-owned subsidiary of Glow Holdco 1, Inc.
• As a result of the merger, Guess? Inc. common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.
• Multiple reporting persons, including MM 2020 Exempt Trust, PM 2021 Exempt Trust, and various Marciano family foundations and trusts, reported changes in their beneficial ownership.
• A total of 50,000 shares of Common Stock held by the Maurice & Paul Marciano Art Foundation were cancelled and converted into the right to receive $16.75 per share in cash.
• Other significant blocks of Common Stock, totaling approximately 5,352,276 shares across various trusts and LLCs, were contributed or transferred to a newly-formed affiliate of the Rolling Stockholders prior to the merger's effective time.
• The reporting persons are filing this Form 4 as they may no longer collectively beneficially own more than 10% of the Common Stock as a Section 13(d) group.

Sentiment

Score: 6

Explanation: The filing reports the completion of a planned corporate action (merger) and the subsequent restructuring of beneficial ownership. While it signifies the end of public trading for Guess? Inc., which can be seen negatively by some public investors, the transaction itself was executed as expected, with a cash payout for some shares.

Positives

• The completion of the merger provides certainty regarding the company's future ownership structure.
• Shareholders holding 50,000 shares received a cash payout of $16.75 per share, representing a definitive return on those shares.

Negatives

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

Future Outlook

Guess? Inc. will operate as a wholly-owned subsidiary of Glow Holdco 1, Inc., transitioning from a publicly traded entity to a private company. Its common stock will no longer be listed on the NYSE or subject to SEC reporting requirements.

Management Comments

• The Reporting Persons are filing this Form 4 because they may be deemed to be members of a Section 13(d) group that no longer collectively beneficially owns more than 10% of the Common Stock.
• The Reporting Persons expressly disclaim beneficial ownership of the securities beneficially owned by the other group members.

Industry Context

The move to take Guess? Inc. private aligns with a broader trend of established retail and apparel brands seeking private ownership, often to facilitate strategic restructuring, reduce public reporting burdens, or integrate more closely with larger brand management groups like Authentic Brands Group.

Corporate Governance

Related Party Transactions

• The disposition of shares by various trusts and foundations associated with Maurice and Paul Marciano, who are significant figures related to Guess? Inc., as part of the merger transaction.

Stakeholder Impact

• Shareholders: Public shareholders will no longer be able to trade Guess? Inc. common stock on the NYSE. Some shareholders received a cash payout of $16.75 per share.
• Company: Guess? Inc. becomes a private entity, no longer subject to public reporting requirements, and operates as a subsidiary of Glow Holdco 1, Inc.

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, beneficial ownership, Form 4, Marciano, private company, Authentic Brands Group