Guess? (NYSE: GES) holders cashed out at $16.75 as merger ends listing
Rhea-AI Filing Summary
Guess?, Inc. has completed its go-private merger with Glow Merger Sub 1, Inc., an affiliate of Authentic Brands Group, under an Agreement and Plan of Merger dated August 20, 2025. On January 23, 2026, Merger Sub merged into Guess?, with Guess? surviving as a wholly owned subsidiary of Glow Holdco 1, Inc.
As a result, Guess? common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934. The Form 4 shows various Marciano-related trusts, foundations and LLCs transferring their Guess? shares to a newly formed affiliate of the “Rolling Stockholders” immediately before the effective time of the merger, or having shares cancelled at the effective time in exchange for $16.75 per share in cash, without interest and less taxes. After these transactions, the reporting group indicates it no longer collectively owns more than 10% of the common stock.
Positive
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Negative
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Insights
Guess? completes cash merger, delists, and cashes out holders at $16.75.
The disclosure describes completion of the merger in which Glow Merger Sub 1, Inc. combined with Guess?, Inc., leaving Guess? as a wholly owned subsidiary of Glow Holdco 1, Inc. The common stock will be delisted from the NYSE and deregistered under the Exchange Act, marking a transition from public to private ownership.
The filing details how multiple Marciano-related trusts, foundations, and LLCs handled their positions. Some shares were contributed to a newly formed affiliate of the Rolling Stockholders immediately before the effective time under an Interim Investors Agreement, while others were cancelled at the effective time in exchange for $16.75 per share in cash, without interest and less tax withholdings. The reporting group notes it is filing because it may have been a Section 13(d) group, and that after these steps it no longer collectively beneficially owns more than 10% of the common stock.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock | 349,491 | $0.00 | -- |
| Other | Common Stock | 349,491 | $0.00 | -- |
| Other | Common Stock | 1,470,668 | $0.00 | -- |
| Other | Common Stock | 50,000 | $0.00 | -- |
| Other | Common Stock | 283,200 | $0.00 | -- |
| Other | Common Stock | 1,181,124 | $0.00 | -- |
| Other | Common Stock | 558 | $0.00 | -- |
| Other | Common Stock | 1,347,650 | $0.00 | -- |
| Other | Common Stock | 264,384 | $0.00 | -- |
| Other | Common Stock | 136,201 | $0.00 | -- |
Footnotes (1)
- On January 23, 2026, pursuant to the Agreement and Plan of Merger, 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. Held by MM 2020 Exempt Trust. Held by PM 2021 Exempt Trust. Held by Maurice Marciano Charitable Remainder Unitrust II. Held by Maurice & Paul Marciano Art Foundation. Held by Maurice Marciano Family Foundation. Held by MM CRUT II LLC. Held by Maurice Marciano Charitable Remainder Unitrust. Held by MM CRUT LLC. Held by G2 Trust. Held by Exempt G2 Trust. 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. Represents shares of Common Stock which, at 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.
