Equity shifts at Guess? (NYSE: GES) as merger ends NYSE listing
Rhea-AI Filing Summary
Guess?, Inc. insider Nicolai D. Marciano reported multiple equity changes tied to the company’s take‑private merger. On January 22, 2026, he exercised 15,000 employee stock options at $12.07 per share, receiving the same number of common shares, and had 1,517 shares withheld at $16.81 for tax purposes. On January 23, 2026, outstanding unvested restricted stock awards vested into 7,500 common shares at $0, followed by an additional tax withholding of 2,043 shares at $16.75. Immediately before the merger’s effective time, 52,505 common shares were contributed to a newly formed affiliate of the rolling stockholders, leaving him with 0 shares directly owned. In connection with the same merger, 3,800 stock options were cancelled for no consideration. The filing notes that on January 23, 2026, Merger Sub combined with Guess?, which became a wholly owned subsidiary of Parent, and its common stock will be delisted from the NYSE and deregistered.
Positive
- None.
Negative
- None.
Insights
Form 4 shows Guess? going private and this insider exiting direct holdings.
The transactions center on the closing of the merger in which a Merger Sub combined with Guess?, Inc., leaving the company as a wholly owned subsidiary of Glow Holdco 1, Inc. associated with Authentic Brands Group LLC. The filing states that as a result, Guess? common stock will be delisted from the New York Stock Exchange and deregistered under the Exchange Act, marking a transition from public to private ownership.
For Nicolai D. Marciano, the Form 4 records an option exercise of 15,000 shares at $12.07, vesting of 7,500 restricted stock awards into common shares at $0, and standard share withholdings of 1,517 and 2,043 shares to satisfy obligations at prices of $16.81 and $16.75. It also notes cancellation of 3,800 options for no consideration under the merger terms.
The interim investors agreement caused 52,505 common shares to be contributed to a newly formed affiliate of the rolling stockholders immediately before the effective time, leaving the reporting person with 0 shares directly owned. The remarks explain that he is filing because he may have been part of a group that no longer beneficially owns more than 10% of the stock, and he disclaims beneficial ownership of other group members’ holdings. Subsequent company communications and regulatory notices will provide the operational details of life as a private entity.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (right to buy) | 3,800 | $0.00 | -- |
| Grant/Award | Common Stock | 7,500 | $0.00 | -- |
| Tax Withholding | Common Stock | 2,043 | $16.75 | $34K |
| Other | Common Stock | 52,505 | $0.00 | -- |
| Exercise | Employee Stock Option (right to buy) | 15,000 | $0.00 | -- |
| Exercise | Common Stock | 15,000 | $12.07 | $181K |
| Tax Withholding | Common Stock | 1,517 | $16.81 | $26K |
Footnotes (1)
- Represents outstanding unvested restricted stock awards ("RSAs"), which, pursuant to the Merger Agreement (as defined below), at the Effective Time (as defined below) vested and were converted into the number of shares of common stock, par value $0.01 per share ("Common Stock") of Guess?, Inc. (the "Company"), underlying such RSAs immediately prior to the Effective Time. On January 23, 2026, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 20, 2025, by and among 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 will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended. Represents shares of Common Stock which, pursuant to the terms of the Interim Investors Agreement, dated as of August 20, 2025, by and among Authentic and the other parties appearing on the signature pages thereto ("Rolling Stockholders"), immediately prior to the effective time of the Merger (the "Effective Time"), were contributed (or otherwise transferred), directly or indirectly, to a newly-formed affiliate of the Rolling Stockholders. The option vested in four equal annual installments beginning on June 10, 2020. Represents options which, under the Merger Agreement, were cancelled at the Effective Time for no consideration, payment or right to consideration or payment.
FAQ
What insider transactions did Nicolai D. Marciano report in this Guess? (GES) Form 4?
The Form 4 shows that on January 22, 2026, he exercised 15,000 stock options at $12.07 per share and had 1,517 shares withheld at $16.81. On January 23, 2026, 7,500 restricted stock awards vested into common shares at $0, 2,043 shares were withheld at $16.75, and 52,505 shares were transferred to an affiliate of the rolling stockholders.
What happened to Nicolai D. Marciano’s Guess? stock options in this filing?
One employee stock option for 15,000 shares with a $12.07 exercise price was exercised on January 22, 2026, leaving 0 derivative securities of that grant. Another option for 3,800 shares at $17.35 was reported as cancelled at the merger’s effective time for no consideration, also ending with 0 options remaining.
What merger involving Guess? (GES) is referenced in this Form 4?
The filing describes an Agreement and Plan of Merger dated August 20, 2025 among Guess?, Authentic Brands Group LLC, Glow Holdco 1, Inc., and Glow Merger Sub 1, Inc.. On January 23, 2026, Merger Sub merged with and into Guess?, and Guess? survived as a wholly owned subsidiary of Glow Holdco 1, Inc.
Will Guess? (GES) remain listed on the New York Stock Exchange after this merger?
No. The Form 4 states that as a result of the consummation of the merger, Guess? common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, reflecting its transition to private ownership.
Why does the Form 4 mention a Section 13(d) group for Guess? (GES)?
The remarks explain that the reporting person is filing because he may be deemed part of a Section 13(d) group that no longer collectively beneficially owns more than 10% of the common stock. He expressly disclaims beneficial ownership of securities held by the other group members, and some group members filed separate reports due to EDGAR limits.