Guess? (NYSE: GES) director’s shares converted to $16.75 cash in merger

Rhea-AI Filing Summary

Guess?, Inc. director Christopher N. Lewis reported the cash-out of his equity as the company completed its merger with Glow Merger Sub 1, Inc. on January 23, 2026. In the merger, Guess? became a wholly owned subsidiary of Glow Holdco 1, Inc.

At the effective time of the merger, 4,914 shares of common stock held by Lewis were cancelled and converted into the right to receive $16.75 per share in cash, before taxes. In addition, 14,446 unvested restricted stock awards vested, were cancelled, and converted into cash based on $16.75 per share, plus any accrued but unpaid dividends, less tax withholdings. Following these transactions, Lewis no longer held Guess? common stock. The company’s common stock will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.

Insights

Equity compensation and M&A analyst

Director’s equity automatically cashed out at $16.75 per share in closing merger.

This filing shows Christopher N. Lewis’s Guess? equity being settled in cash when the merger with Glow Merger Sub 1, Inc. closed. His 4,914 common shares and 14,446 unvested restricted stock awards were cancelled and converted into cash at $16.75 per share, with RSAs also receiving accrued dividends.

The transactions use code J, indicating they stem from the merger agreement rather than open-market trading decisions. After settlement, Lewis held zero Guess? shares, and the company’s stock will be delisted from the NYSE and deregistered. For investors, this reflects the final step of the take-private transaction rather than a new discretionary insider sale.

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^*

LEWIS CHRISTOPHER N.

(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
	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)		4,914(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 Christopher N. Lewis Form 4 reveal for Guess? (GES) investors?

The Form 4 shows director Christopher N. Lewis’s Guess? shares were cashed out in the merger. His common stock and unvested restricted stock awards were cancelled and converted into cash at $16.75 per share as the company became a wholly owned subsidiary of Glow Holdco 1, Inc.

At what price were Guess? (GES) shares converted to cash in the merger?

Guess? common stock held by Christopher N. Lewis was converted to the right to receive $16.75 per share in cash. This price also applied to shares underlying his vested restricted stock awards, with additional accrued and unpaid dividends, all subject to required tax withholdings at closing.

What happened to Christopher N. Lewis’s restricted stock awards in Guess? (GES)?

Lewis’s unvested restricted stock awards vested at the merger’s effective time, were cancelled, and converted into cash. The cash amount equaled the number of underlying shares multiplied by $16.75, plus accrued dividends or dividend equivalents, reduced by any required tax withholdings under the merger agreement.

Does Christopher N. Lewis still own Guess? (GES) shares after the merger?

After the merger transactions, Christopher N. Lewis reported owning zero Guess? common shares. His previously held common stock and restricted stock awards were cancelled at closing and converted into cash consideration based on the $16.75 per share merger price, as disclosed in the Form 4 filing.

What does the merger mean for Guess? (GES) stock listing and registration?

Following the merger, Guess? became a wholly owned subsidiary of Glow Holdco 1, Inc. As a result, the company’s common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, ending its status as a publicly traded security.

Who were the key parties involved in the Guess? (GES) merger affecting this Form 4?

The merger involved Guess?, Inc., Authentic Brands Group LLC, Glow Holdco 1, Inc. as the parent, and Glow Merger Sub 1, Inc. The merger combined Merger Sub with Guess?, leaving Guess? as a wholly owned subsidiary of Glow Holdco 1, Inc., triggering the cash-out of reported equity.