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.
Positive
- None.
Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock | 4,914 | $16.75 | $82K |
| 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.
