Guess (NYSE: GES) CEO reshapes equity as Authentic Brands merger closes

Rhea-AI Filing Summary

Guess?, Inc. CEO Carlos Alberini reported multiple equity transactions linked to the closing of the company’s merger with Authentic Brands Group. On January 22, 2026, he exercised an employee stock option for 348,157 shares of common stock at $6.39 per share and had shares withheld for taxes at prices including $16.81. On January 23, 2026, outstanding unvested RSUs and performance-based RSUs vested under the merger terms and converted into common stock, including an award of 485,520 shares at $0 price. That same day, options covering 600,000 shares were cancelled for no consideration and large blocks of common stock, including 208,410 shares held by Alberini Family LLC and 1,206,208 shares held by the Carlos and Andrea Alberini Trust, were transferred to a new affiliate of the rolling stockholders. The merger makes Guess? a wholly owned subsidiary of the buyer and the common stock will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.

Insights

Corporate actions and insider-transactions analyst

CEO equity reshapes around closing of take-private merger and NYSE delisting.

The transactions show Carlos Alberini adjusting his equity position as the Guess? merger with Authentic Brands Group closes. On January 22, 2026, he exercised an option for 348,157 shares at an exercise price of $6.39, while share withholding transactions at prices such as $16.81 and $16.75 likely reflect tax obligations tied to equity vesting.

At the merger’s effective time, unvested RSUs and performance-based PSUs vested and converted into common stock, including an award of 485,520 shares at $0 price. Separately, options on 600,000 shares were cancelled for no consideration under the merger agreement, and substantial share blocks, including 208,410 shares held by Alberini Family LLC and 1,206,208 shares held by the Carlos and Andrea Alberini Trust, were contributed to an affiliate of the rolling stockholders.

The merger makes Guess? a wholly owned subsidiary of the buyer; the filing states that the common stock will be delisted from the New York Stock Exchange and deregistered under the Exchange Act following consummation. Subsequent company disclosures may provide additional detail on post-merger capital structure and ownership arrangements.

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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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^*

ALBERINI CARLOS

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Director

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

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	01/22/2026		M		348,157	A	$6.39	356,867	D
Common Stock	01/22/2026		F		101,170	D	$16.81	255,697	D
Common Stock	01/23/2026		J(1)		327,578	A(2)	(2)	583,275	D
Common Stock	01/23/2026		F		153,064	D	$16.75	430,211	D
Common Stock	01/23/2026		A(3)		485,520	A	$0	915,731	D
Common Stock	01/23/2026		F		219,176	D	$16.75	696,555	D
Common Stock	01/23/2026		J(1)		696,555	D	(4)	0	D
Common Stock	01/23/2026		J(1)		208,410	D	(4)	0	I	By Alberini Family LLC(5)
Common Stock	01/23/2026		J(1)		1,206,208	D	(4)	0	I	By Carlos and Andrea Alberini Trust(6)

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
Employee Stock Option (right to buy)	$6.39	01/22/2026		M			348,157	(7)	06/11/2030	Common Stock	348,157	$0	0	D
Employee Stock Option (right to buy)	$19.13	01/23/2026		D(1)			600,000	(8)	(8)	Common Stock	600,000	(8)	0	D

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 outstanding unvested restricted stock units ("RSUs"), which, pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), vested and were converted into the number of shares of Common Stock underlying such RSUs immediately prior to the Effective Time.

3. Represents the determination of the number of stock units, in accordance with the provisions of the applicable award agreement and the Merger Agreement, subject to an award of performance-based restricted stock units ("PSUs") previously granted by the Company, which, pursuant to the Merger Agreement, at the Effective Time vested and were converted into the number of shares of Common Stock underlying such PSUs immediately prior to the Effective Time.

4. 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, were contributed (or otherwise transferred), directly or indirectly, to a newly-formed affiliate of the Rolling Stockholders.

5. Held by Alberini Family LLC.

6. Held by Carlos and Andrea Alberini Trust.

7. The option vested in three equal annual installments beginning on June 11, 2021.

8. Represents options which, under the Merger Agreement, were cancelled at the Effective Time for no consideration, payment or right to consideration or payment.

	/s/ Anne C. Deedwania (attorney-in-fact)	01/26/2026
	** Signature of Reporting Person	Date
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FAQ

What major event involving Guess Inc (GES) is described here?

The content describes the closing of a merger under which Glow Merger Sub 1, Inc. merged into Guess?, Inc., with Guess? surviving as a wholly owned subsidiary of Glow Holdco 1, Inc., an affiliate of Authentic Brands Group LLC. As a result, Guess? common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.

What equity transactions did Guess Inc (GES) CEO Carlos Alberini report?

Carlos Alberini reported an option exercise for 348,157 shares of common stock at an exercise price of $6.39 on January 22, 2026, along with share-withholding transactions at prices including $16.81 and $16.75. On January 23, 2026, he reported vesting and conversion of RSUs and PSUs into shares, transfers of large share blocks, and the cancellation of options on 600,000 shares for no consideration.

How were Carlos Alberini’s RSUs and PSUs in Guess Inc (GES) treated in the merger?

The filing states that outstanding unvested RSUs vested at the merger’s effective time and were converted into the number of shares of common stock underlying those RSUs. It also states that performance-based PSUs vested at the effective time, with the number of stock units determined under the applicable award agreement and the merger agreement, and were converted into the underlying shares of common stock.

What happened to certain Guess Inc (GES) stock options held by the CEO?

One reported employee stock option that had vested in three equal annual installments beginning on June 11, 2021 was exercised for 348,157 shares at $6.39. Another set of options covering 600,000 shares at an exercise price of $19.13 was cancelled at the effective time of the merger for no consideration, payment, or right to payment, as specified in the explanation of responses.

How were shares held through Alberini-related entities in Guess Inc (GES) treated?

The filing reports that shares of common stock, including 208,410 shares held by Alberini Family LLC and 1,206,208 shares held by the Carlos and Andrea Alberini Trust, were contributed or otherwise transferred, directly or indirectly, to a newly formed affiliate of the rolling stockholders immediately prior to the merger’s effective time, pursuant to an interim investors agreement.

What does the merger mean for public shareholders of Guess Inc (GES)?

The document 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. This means the shares will no longer trade on the NYSE or be registered as a public reporting class of securities under that Act.