Form 4: Guess? Inc. Insider Reports Merger-Related Stock Transactions

Paul Marciano reports significant stock transactions tied to Guess? Inc.'s merger and subsequent delisting from the NYSE.

Summary

• Paul Marciano, a Director, 10% Owner, and Chief Creative Officer of Guess? Inc. (GES), reported transactions related to the company's merger.
• On January 23, 2026, Guess? Inc. merged with Glow Merger Sub 1, Inc., becoming a wholly-owned subsidiary of Glow Holdco 1, Inc. (Parent).
• 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.
• Marciano exercised employee stock options for 348,157 shares of common stock at $6.39 per share on January 22, 2026.
• Outstanding unvested restricted stock units (RSUs) and performance-based restricted stock units (PSUs) vested at the effective time of the merger, converting into 869,118 and 114,242 shares of common stock, respectively.
• A total of 1,116,106 shares (including vested RSUs) and 826,147 shares (including vested PSUs) were reported as beneficially owned following these acquisitions.
• Marciano disposed of 101,169 shares at $16.81 and 404,201 shares at $16.75 on January 22 and 23, 2026, respectively, primarily for tax withholding purposes.
• A significant portion of shares, including those held directly and indirectly through various trusts and LLCs (e.g., Paul Marciano Trust, Maurice Marciano Trust, G Financial Holdings, LLC), were contributed or transferred to a newly-formed affiliate of 'Rolling Stockholders' immediately prior to the merger's effective time, totaling over 18 million shares.
• Following all reported transactions, Paul Marciano's direct beneficial ownership of common stock is 0 shares, and indirect beneficial ownership through various entities is also 0 shares, as these were transferred to the affiliate.

Sentiment

Score: 5

Explanation: The filing is a factual report of insider transactions and a corporate merger, not a performance update. It details the mechanics of a significant corporate event (going private) and the associated equity award vesting and share transfers for a key insider.

Positives

• Paul Marciano's unvested restricted stock units (RSUs) and performance-based restricted stock units (PSUs) vested upon the merger, converting into common stock.
• Employee stock options were exercised, allowing the acquisition of 348,157 shares at a price of $6.39 per share.

Negatives

• Guess? Inc. common stock will be delisted from the New York Stock Exchange.
• The company will be deregistered under the Securities Exchange Act of 1934, indicating it will no longer be a publicly traded entity.
• Public shareholders will no longer hold publicly traded shares of Guess? Inc. common stock.

Future Outlook

Guess? Inc. common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended, following its merger into a wholly-owned subsidiary.

Industry Context

This filing reports specific insider transactions related to a corporate merger, rather than providing broader industry trends or competitive analysis. The delisting of Guess? Inc. signifies a shift from public to private ownership, a common strategy for companies seeking to restructure or avoid public market pressures.

Related Party Transactions

• Paul Marciano, a Director and Officer, engaged in transactions involving the transfer of shares to various trusts and LLCs (e.g., Paul Marciano Trust, Maurice Marciano Trust, G Financial Holdings, LLC) which then contributed shares to a newly-formed affiliate of 'Rolling Stockholders' as part of the merger agreement. These entities are associated with the reporting person and other insiders.

Stakeholder Impact

• Shareholders of Guess? Inc. will no longer hold publicly traded shares, as the company's common stock is being delisted and deregistered following the merger.
• The company's transition to a wholly-owned subsidiary means a change in ownership structure and governance from a public to a private entity.

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 Inc, GES, Paul Marciano, Merger, Delisting, Deregistration, SEC Form 4, Insider Transaction, Restricted Stock Units, Performance Stock Units, Stock Options, Equity Awards