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
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Employee Stock Option (right to buy) | 72,500 | $0.00 | -- |
| Other | Employee Stock Option (right to buy) | 31,300 | $0.00 | -- |
| Other | Employee Stock Option (right to buy) | 21,400 | $0.00 | -- |
| Other | Employee Stock Option | 14,000 | $0.00 | -- |
| Other | Common Stock | 93,908 | $16.75 | $1.57M |
| Other | Common Stock | 3,750 | $16.75 | $63K |
| Other | Common Stock | 3,226 | $16.75 | $54K |
| Other | Common Stock | 26,859 | $16.75 | $450K |
| Other | Common Stock | 508 | $16.75 | $9K |
| Other | Common Stock | 150 | $16.75 | $3K |
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 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. 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. 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. 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. 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. Represents options which, under the Merger Agreement, were cancelled at the Effective Time for no consideration, payment or right to consideration or payment.
