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.

Insights

Equity Transactions & M&A Analyst

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.

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

OMB APPROVAL

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hours per response:			0.5

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^*

MM 2020 Exempt Trust

(Last) (First) (Middle)

C/O GUESS?, INC.

1444 SOUTH ALAMEDA STREET

(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)

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

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)

	Form filed by One Reporting Person
X	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)		349,491(2)	D	(12)	0	D
Common Stock	01/23/2026		J(1)		349,491(3)	D	(12)	0	D
Common Stock	01/23/2026		J(1)		1,470,668(4)	D	(12)	0	D
Common Stock	01/23/2026		J(1)		50,000(5)	D	(13)	0	D
Common Stock	01/23/2026		J(1)		283,200(6)	D	(12)	0	D
Common Stock	01/23/2026		J(1)		1,181,124(7)	D	(12)	0	D
Common Stock	01/23/2026		J(1)		558(8)	D	(12)	0	D
Common Stock	01/23/2026		J(1)		1,347,650(9)	D	(12)	0	D
Common Stock	01/23/2026		J(1)		264,384(10)	D	(12)	0	D
Common Stock	01/23/2026		J(1)		136,201(11)	D	(12)	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

1. Name and Address of Reporting Person^*

MM 2020 Exempt Trust

(Last) (First) (Middle)

C/O GUESS?, INC.

1444 SOUTH ALAMEDA STREET

(Street)

LOS ANGELES CA 90021

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

PM 2021 Exempt Trust

(Last) (First) (Middle)

C/O GUESS?, INC.

1444 SOUTH ALAMEDA STREET

(Street)

LOS ANGELES CA 90021

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Maurice Marciano Charitable Remainder Unitrust II

(Last) (First) (Middle)

C/O GUESS?, INC.

1444 SOUTH ALAMEDA STREET

(Street)

LOS ANGELES CA 90021

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Maurice & Paul Marciano Art Foundation

(Last) (First) (Middle)

C/O GUESS?, INC.

1444 SOUTH ALAMEDA STREET

(Street)

LOS ANGELES CA 90021

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Maurice Marciano Family Foundation

(Last) (First) (Middle)

C/O GUESS?, INC.

1444 SOUTH ALAMEDA STREET

(Street)

LOS ANGELES CA 90021

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MM CRUT II LLC

(Last) (First) (Middle)

C/O GUESS?, INC.

1444 SOUTH ALAMEDA STREET

(Street)

LOS ANGELES CA 90021

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Maurice Marciano Charitable Remainder Unitrust

(Last) (First) (Middle)

C/O GUESS?, INC.

1444 SOUTH ALAMEDA STREET

(Street)

LOS ANGELES CA 90021

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MM CRUT LLC

(Last) (First) (Middle)

C/O GUESS?, INC.

1444 SOUTH ALAMEDA STREET

(Street)

LOS ANGELES CA 90021

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

G2 Trust

(Last) (First) (Middle)

C/O GUESS?, INC.

1444 SOUTH ALAMEDA STREET

(Street)

LOS ANGELES CA 90021

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Exempt G2 Trust

(Last) (First) (Middle)

C/O GUESS?, INC.

1444 SOUTH ALAMEDA STREET

(Street)

LOS ANGELES CA 90021

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

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.

2. Held by MM 2020 Exempt Trust.

3. Held by PM 2021 Exempt Trust.

4. Held by Maurice Marciano Charitable Remainder Unitrust II.

5. Held by Maurice & Paul Marciano Art Foundation.

6. Held by Maurice Marciano Family Foundation.

7. Held by MM CRUT II LLC.

8. Held by Maurice Marciano Charitable Remainder Unitrust.

9. Held by MM CRUT LLC.

10. Held by G2 Trust.

11. Held by Exempt G2 Trust.

12. 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.

13. 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.

Remarks:

The Reporting Persons are filing this Form 4 because they may be deemed to be members of a Section 13(d) group that no longer collectively beneficially owns more than 10% of the Common Stock. The Reporting Persons expressly disclaim beneficial ownership of the securities beneficially owned by the other group members. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain other group members have filed separate Form 4s.

	MM 2020 EXEMPT TRUST By: Palma Fiduciary Its: Trustee By: /s/ Robert E. Armstrong Name: Robert E. Armstrong Title: Trust Officer	01/26/2026
	PM 2021 EXEMPT TRUST By: Palma Fiduciary Its: Trustee By: /s/ Robert E. Armstrong Name: Robert E. Armstrong Title: Trust Officer	01/26/2026
	MAURICE MARCIANO CHARITABLE REMAINDER UNITRUST II By: Palma Fiduciary Its: Trustee By: /s/ Robert E. Armstrong Name: Robert E. Armstrong Title: Trust Officer	01/26/2026
	MAURICE & PAUL MARCIANO ART FOUNDATION By: /s/ Paul Marciano Name: Paul Marciano Title: President	01/26/2026
	MAURICE MARCIANO FAMILY FOUNDATION By: /s/ William F. Payne Name: William F. Payne Title: President	01/26/2026
	MM CRUT II LLC By: /s/ Michael Karlin Name: Michael Karlin Title: Manager	01/26/2026
	MAURICE MARCIANO CHARITABLE REMAINDER UNITRUST By: Palma Fiduciary Its: Trustee By: /s/ Robert E. Armstrong Name: Robert E. Armstrong Title: Trust Officer	01/26/2026
	MM CRUT LLC By: /s/ Mark Silah Name: Mark Silah Title: Manager	01/26/2026
	G2 TRUST By: /s/ David Tordjman Name: David Tordjman Title: Trustee	01/26/2026
	EXEMPT G2 TRUST By: /s/ David Tordjman Name: David Tordjman Title: Trustee	01/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What major event involving Guess? (GES) is described in this Form 4?

The filing explains that on January 23, 2026, Glow Merger Sub 1, Inc. merged with and into Guess?, Inc. under an August 20, 2025 merger agreement, with Guess? surviving as a wholly owned subsidiary of Glow Holdco 1, Inc., an affiliate of Authentic Brands Group.

What happens to Guess? (GES) common stock after the merger?

Guess? common stock, par value $0.01 per share, will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934 as a result of the merger’s consummation.

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

Footnote F13 states that certain shares of Guess? common stock were cancelled at the effective time of the merger and converted into the right to receive $16.75 per share in cash, without interest and less any required tax withholdings.

Who are the reporting persons in this Guess? (GES) Form 4?

The reporting persons are a group of entities, including MM 2020 Exempt Trust, PM 2021 Exempt Trust, Maurice Marciano Charitable Remainder Unitrust II, Maurice & Paul Marciano Art Foundation, Maurice Marciano Family Foundation, MM CRUT II LLC, Maurice Marciano Charitable Remainder Unitrust, MM CRUT LLC, G2 Trust, and Exempt G2 Trust.

What transactions did the Marciano-related entities report for Guess? (GES) shares?

The entities reported several Code J transactions in Guess? common stock on January 23, 2026. Footnote F12 explains that certain shares were contributed or transferred, directly or indirectly, to a newly formed affiliate of the Rolling Stockholders immediately prior to the merger’s effective time, and footnote F13 covers shares cancelled for cash at $16.75 per share.

Why does the reporting group say it is filing this Guess? (GES) Form 4?

In the remarks, the reporting persons note they are filing because they may be deemed members of a Section 13(d) group that no longer collectively beneficially owns more than 10% of Guess? common stock, and they expressly disclaim beneficial ownership of securities held by other group members.