Guess? (NYSE: GES) completes $16.75-per-share cash merger and delisting

Rhea-AI Filing Summary

Guess?, Inc. director Anthony Chidoni’s equity was cashed out in the company’s merger. On January 23, 2026, a merger closed in which Glow Merger Sub 1, Inc. combined with Guess?, Inc., leaving Guess? as a wholly owned subsidiary of Glow Holdco 1, Inc.

As part of this merger, 217,160 shares of Guess? common stock held by the director were cancelled and converted into the right to receive $16.75 per share in cash, reducing his directly held shares to 14,446. On the same date, 14,446 unvested restricted stock awards vested, were cancelled, and were also converted into a cash payment based on $16.75 per underlying share plus related accrued dividends, leaving the director with no remaining shares. Following the transaction, Guess? common stock will be delisted from the New York Stock Exchange and deregistered under U.S. securities laws.

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Equity compensation and M&A specialist

Director’s equity is fully cashed out as Guess? goes private at $16.75 per share.

The disclosure shows how a completed merger affects an individual director’s holdings. Anthony Chidoni’s 217,160 common shares were cancelled and converted into a cash right at $16.75 per share when the merger took effect on January 23, 2026.

In addition, 14,446 unvested restricted stock awards vested at the effective time, were cancelled, and became a cash entitlement equal to the number of underlying shares multiplied by $16.75, plus accrued dividends. After these steps, the reporting person no longer holds Guess? shares.

The transaction description also states that Guess? becomes a wholly owned subsidiary of Glow Holdco 1, Inc. and that its common stock will be delisted from the New York Stock Exchange and deregistered. This confirms a completed take-private transaction, with public trading in Guess? shares ending after the merger’s consummation.

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

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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^*

CHIDONI ANTHONY

(Last) (First) (Middle)

C/O GUESS?, INC.

1444 SOUTH ALAMEDA ST

(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)

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

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)		217,160(2)	D	$16.75	14,446	D
Common Stock	01/23/2026		J(1)		14,446(3)	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 shares of Common Stock which, at the effective time of the Merger (the Effective Time), were cancelled and converted into the right to receive $16.75 per share in cash, without interest and less any required tax withholdings.

3. Represents outstanding unvested restricted stock awards (RSAs), 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 RSA immediately prior to the Effective Time, multiplied by (2) $16.75, together with any accrued and unpaid dividends or dividend equivalents corresponding to such RSAs and less any required tax withholdings.

	Anne C. Deedwania (attorney-in-fact)	01/27/2026
	** Signature of Reporting Person	Date
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FAQ

What happened to Guess? Inc. (GES) in this Form 4 filing?

Guess? Inc. completed a merger where Glow Merger Sub 1, Inc. merged into the company, making Guess? a wholly owned subsidiary of Glow Holdco 1, Inc. As a result, its common stock will be delisted from the NYSE and deregistered under U.S. securities laws.

At what price were Guess? Inc. (GES) shares cashed out in the merger?

Each share of Guess? common stock was cancelled and converted into the right to receive $16.75 in cash, without interest and less required tax withholdings. This $16.75 per-share cash consideration also applies in calculating payments for vested restricted stock awards affected by the merger.

How many Guess? (GES) shares did director Anthony Chidoni have cancelled?

The director had 217,160 shares of Guess? common stock cancelled and converted into a right to receive cash at $16.75 per share. After this transaction, his directly held share balance dropped to 14,446 before a second transaction addressed his remaining unvested restricted stock awards.

What happened to Anthony Chidoni’s unvested Guess? (GES) restricted stock awards?

Unvested restricted stock awards covering 14,446 Guess? shares vested at the merger’s effective time, were cancelled, and converted to a cash right. The payment equals the number of underlying shares multiplied by $16.75, plus accrued dividends, less withholding taxes, leaving him with no remaining Guess? shares.

Will Guess? Inc. (GES) common stock continue trading after this merger?

Guess? common stock will not continue as a listed public security after the merger. The filing states the common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934 following the transaction’s consummation.

What entities were involved in the Guess? (GES) merger transaction?

The merger involved Guess?, Inc., Authentic Brands Group LLC, Glow Holdco 1, Inc. (as Parent), and Glow Merger Sub 1, Inc. Merger Sub merged with and into Guess?, with Guess? surviving as a wholly owned subsidiary of Glow Holdco 1, Inc. pursuant to an Agreement and Plan of Merger.