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.
Positive
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Negative
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Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock | 26,908 | $16.75 | $451K |
| Other | Common Stock | 14,446 | $16.75 | $242K |
Footnotes (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. 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. 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.
