Guess? (NYSE: GES) CFO’s 33,278 RSUs Cashed Out at $16.75 in Merger Exit

Rhea-AI Filing Summary

Guess?, Inc. CFO Toni Alberto Michele Maria had 33,278 restricted stock units converted into a cash right at $16.75 per share in connection with a merger completed on January 23, 2026. The merger makes Guess?, Inc. a wholly owned subsidiary of Glow Holdco 1, Inc., and the company’s common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act.

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Form 4 shows Guess? CFO’s RSUs cashed out as merger closes and stock leaves NYSE.

The reporting person, Guess? CFO Toni Alberto Michele Maria, reports a transaction coded "J" involving 33,278 shares of common stock. These represent RSUs that vested at the merger’s effective time and were converted into a cash right at $16.75 per share, after applicable tax withholdings.

The footnotes describe a merger where Glow Merger Sub 1, Inc. combined with Guess?, Inc., leaving Guess? as a wholly owned subsidiary of Glow Holdco 1, Inc.. Following this transaction, Guess?’s common stock will be delisted from the NYSE and deregistered under the Exchange Act, and the CFO’s reported beneficial ownership of common stock falls to zero.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Toni Alberto Michele Maria

(Last) (First) (Middle)

C/O GUESS?, INC.

1444 SOUTH ALAMEDA STREET

(Street)

LOS ANGELES CA 90021

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GUESS INC [ GES ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/23/2026		J(1)		33,278(2)	D	$16.75	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On January 23, 2026, pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated as of August 20, 2025, by and among Guess?, Inc. (the Company), Authentic Brands Group LLC (Authentic), Glow Holdco 1, Inc. (Parent), and Glow Merger Sub 1, Inc. (Merger Sub), Merger Sub merged with and into the Company (the Merger), with the Company surviving as a wholly owned subsidiary of Parent. As a result of the consummation of the Merger, the common stock of the Company, par value $0.01 per share (Common Stock) will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended.

2. Represents outstanding unvested restricted stock units (RSUs), which, pursuant to the Merger Agreement, at the Effective Time vested, were cancelled and converted into the right to receive, without interest, an amount in cash equal to the product of (1) the number of shares of Common Stock subject to such vested RSU immediately prior to the Effective Time, multiplied by (2) $16.75, together with any accrued and unpaid dividends or dividend equivalents corresponding to such RSUs and less any required tax withholdings.

	Anne C. Deedwania (attorney-in-fact)	01/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Guess? (GES) report for its CFO on January 23, 2026?

Guess? reported that CFO Toni Alberto Michele Maria’s 33,278 restricted stock units vested and were converted into a cash right at $16.75 per share. This occurred at the merger’s effective time and reduced his reported beneficial ownership of Guess? common stock to zero.

How were the Guess? (GES) CFO’s restricted stock units treated in the merger?

The CFO’s outstanding unvested RSUs vested at the merger’s effective time and were cancelled in exchange for a cash right equal to the RSU share count multiplied by $16.75. This cash amount also included accrued dividends or equivalents, less required tax withholdings.

What merger transaction involving Guess? (GES) is referenced in this Form 4?

The filing references a merger where Glow Merger Sub 1, Inc. merged into Guess?, Inc. under an August 20, 2025 Merger Agreement. Guess? survived as a wholly owned subsidiary of Glow Holdco 1, Inc., with Authentic Brands Group LLC also party to the agreement.

What happens to Guess? (GES) common stock after the reported merger closes?

After the merger closes, Guess?’s common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934. This means the shares will no longer trade on the NYSE or be registered as a public reporting security.

What does the $16.75 figure represent in the Guess? (GES) CFO’s Form 4?

The $16.75 figure is the per-share cash amount used to settle the CFO’s vested restricted stock units at the merger’s effective time. Each RSU converted into the right to receive $16.75 in cash, plus accrued dividends or equivalents, minus any required tax withholdings.

Did the Guess? (GES) CFO retain any beneficial ownership of common stock after this transaction?

According to the Form 4, the CFO reported zero shares of Guess? common stock beneficially owned following the transaction. His 33,278 RSUs vested and were converted into a cash right at $16.75 per share as part of the merger-related equity treatment.