Guess (NYSE: GES) SVP stock and options converted to cash in buyout

Rhea-AI Filing Summary

Guess?, Inc. completed its buyout, cashing out an executive’s equity at a fixed price. On January 23, 2026, a merger with Glow Merger Sub 1, Inc. closed under an agreement with Authentic Brands Group LLC, making Guess a wholly owned subsidiary of Glow Holdco 1, Inc.

As a result, Guess common stock will be delisted from the NYSE and deregistered under the Exchange Act. The SVP Finance and IR, CAO, reported that his common shares were cancelled and converted into the right to receive $16.75 per share in cash, with similar cash conversion for unvested RSAs, RSUs and PSUs, subject to taxes and dividend equivalents. Outstanding vested options were cashed out for the in-the-money value over $16.75, while certain higher-priced options were cancelled for no payment.

Positive

• None.

Negative

• Public shareholders lose listing and upside participation: Guess common stock will be delisted from the NYSE and deregistered, and all reported equity awards are cancelled in exchange for fixed cash at $16.75 per share or, for some options, no value.

Insights

Equity compensation and corporate actions analyst

Guess buyout closes; executive equity and options are cashed out or cancelled.

Guess?, Inc. has been taken private through a merger with an affiliate of Authentic Brands Group LLC, leaving it a wholly owned subsidiary of Glow Holdco 1, Inc. Public common stock will be delisted and deregistered, ending public trading in GES shares.

The filing shows the SVP Finance and IR, CAO’s common stock, RSAs, RSUs and PSUs being converted into cash based on a fixed $16.75 per-share value at the effective time. In-the-money employee stock options were also converted into cash equal to shares times the excess over $16.75.

Stock options with exercise prices at or above $16.75 received no consideration and were cancelled. The key milestone is the merger effective on January 23, 2026, after which Guess shares no longer trade publicly and the executive’s equity exposure shifts from stock and options to cash proceeds.

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^*

Benarouche Fabrice

(Last) (First) (Middle)

C/O GUESS?, INC.

1444 SOUTH ALAMEDA ST

(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
X	Officer (give title below)		Other (specify below)
	SVP Finance and IR, CAO

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)		93,908(2)	D	$16.75	6,976	D
Common Stock	01/23/2026		J(1)		3,750(3)	D	$16.75	3,226	D
Common Stock	01/23/2026		J(1)		3,226(4)	D	$16.75	0	D
Common Stock	01/23/2026		J(1)		26,859(5)	D	$16.75	0	D
Common Stock	01/23/2026		J(1)		508(2)	D	$16.75	150	I	by spouse
Common Stock	01/23/2026		J(1)		150(3)	D	$16.75	0	I	by spouse

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)	$8.97	01/23/2026		J(1)			72,500(6)	(6)	(6)	Common Stock	72,500	(6)	0	D
Employee Stock Option (right to buy)	$12.07	01/23/2026		J(1)			31,300(6)	(6)	(6)	Common Stock	31,300	(6)	0	D
Employee Stock Option (right to buy)	$16.57	01/23/2026		J(1)			21,400(6)	(6)	(6)	Common Stock	21,400	(6)	0	D
Employee Stock Option	$18.49	01/23/2026		J(1)			14,000(7)	(7)	(7)	Common Stock,	14,000	(7)	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 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 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.

4. Represents outstanding unvested restricted stock units (RSUs), 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 RSU immediately prior to the Effective Time, multiplied by (2) $16.75, together with any accrued and unpaid dividends or dividend equivalents corresponding to such RSUs and less any required tax withholdings.

5. Represents the disposition of the stock units subject to outstanding unvested PSUs, 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 portion of the PSU immediately prior to the Effective Time, multiplied by (2) $16.75, together with any accrued and unpaid dividends or dividend equivalents corresponding to such PSUs and less any required tax withholdings.

6. Represents outstanding and unexercised options which, pursuant to the Merger Agreement, at the Effective Time, 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 option immediately prior to the Effective Time, multiplied by (2) the excess, if any, of (a) $16.75 over (b) the exercise price per share of Common Stock, less any required tax withholdings.

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

	Anne C. Deedwania (attorney-in-fact)	01/27/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Guess (GES) disclose for January 23, 2026?

Guess disclosed that its SVP Finance and IR, CAO had his common stock and equity awards cancelled in a merger and converted into cash based on a fixed $16.75 per-share value, with some stock options cancelled for no consideration.

What merger event triggered the Form 4 filing for Guess (GES)?

The Form 4 reflects the closing of a merger where Glow Merger Sub 1, Inc. combined with Guess under an agreement with Authentic Brands Group LLC, leaving Guess a wholly owned subsidiary of Glow Holdco 1, Inc. on January 23, 2026.

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

Each share of Guess common stock reported in the filing was cancelled at the merger’s effective time and converted into the right to receive $16.75 per share in cash, without interest and subject to applicable tax withholdings and dividend-equivalent adjustments.

How were Guess (GES) restricted stock and unit awards treated in the merger?

Outstanding unvested RSAs, RSUs and PSUs for the reporting officer vested at the effective time, were cancelled, and converted into cash equal to shares multiplied by $16.75, plus corresponding unpaid dividends or dividend equivalents, less required tax withholdings.

What happened to Guess (GES) employee stock options in this Form 4?

In-the-money employee stock options were cancelled and converted into cash equal to shares times the excess of $16.75 over the exercise price, less tax withholdings. Certain options were cancelled at the effective time without any consideration or payment to the holder.

Will Guess (GES) remain listed on the New York Stock Exchange after the merger?

No. The filing states that as a result of completing the merger transaction, Guess 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 company.