Guess? (NYSE: GES) director shares cashed out in $16.75-per-share merger

Rhea-AI Filing Summary

Guess?, Inc. director Deborah Weinswig’s equity was cashed out in connection with the company’s merger and go-private transaction. On January 23, 2026, Merger Sub combined with Guess?, Inc., which became a wholly owned subsidiary of Glow Holdco 1, Inc. The company’s common stock will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.

At the merger’s effective time, 26,908 shares of common stock held by the director were cancelled and converted into the right to receive $16.75 per share in cash, before tax withholding. In addition, 14,446 unvested restricted stock awards vested, were cancelled, and converted into cash based on $16.75 per underlying share plus any accrued but unpaid related dividends, less required withholdings, leaving the director with no remaining common shares.

Insights

M&A and corporate governance analyst

Director’s Form 4 reflects completion of Guess? go‑private merger on agreed cash terms.

This Form 4 documents how a Guess?, Inc. director’s holdings were treated when the merger with entities affiliated with Authentic Brands Group and Glow Holdco 1, Inc. closed. All reported common shares and unvested restricted stock awards converted into cash at $16.75 per share.

The company becomes a wholly owned subsidiary of Parent and its common stock will be delisted from the NYSE and deregistered under the Exchange Act. This aligns with a negotiated cash‑out structure under the Merger Agreement dated August 20, 2025, rather than a discretionary insider trade.

For investors, this filing mainly confirms execution mechanics at the January 23, 2026 effective time, including cancellation of equity and cash consideration per share, as the listed equity transitions off public markets following merger completion.

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^*

Weinswig Deborah

(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)		26,908(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 does the Deborah Weinswig Form 4 disclose for Guess? (GES)?

The Form 4 shows director Deborah Weinswig’s Guess? common shares and restricted stock awards were cancelled in a merger and converted into cash at $16.75 per share, leaving her with no remaining Guess? common stock after completion.

How many Guess? (GES) shares were cashed out for the director in the merger?

The filing reports 26,908 Guess? common shares converted into cash at $16.75 per share. Separately, 14,446 unvested restricted stock awards vested and were also converted into a cash payment based on the same $16.75 per-share merger price plus related accrued dividends.

What cash consideration did Guess? (GES) equity receive in this merger?

Each share of Guess? common stock received the right to $16.75 in cash, without interest and subject to tax withholding. Unvested restricted stock awards vested, were cancelled, and converted into cash equal to shares multiplied by $16.75, plus accrued related dividends or equivalents.

What happens to Guess? (GES) stock after this merger closes?

After the merger, Guess? becomes a wholly owned subsidiary of Glow Holdco 1, Inc. The filing states Guess? common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, ending its public reporting status.

Is the Weinswig Form 4 a voluntary stock sale of Guess? (GES) shares?

No, the Form 4 reflects mandatory treatment under a merger agreement effective January 23, 2026. Her common shares and restricted stock awards were automatically cancelled and converted into cash at $16.75 per share when the merger closed, rather than an open-market sale decision.

Which merger agreement triggered the Guess? (GES) director’s cash-out?

The equity conversion stems from 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. The merger closed January 23, 2026, causing cancellation and cash-out of the reported shares.