Guess? (GES) chairman’s shares cancelled and paid $16.75 in go-private merger

Rhea-AI Filing Summary

Guess?, Inc. director transaction reflects company’s merger and delisting. Chairman of the Board Alex Yemenidjian’s holdings were converted to cash when Guess?, Inc. was acquired by a Parent entity controlled by Authentic Brands Group under an Agreement and Plan of Merger dated August 20, 2025.

On January 23, 2026, 181,060 shares of Guess? common stock were cancelled and converted into the right to receive $16.75 per share in cash. An additional 22,070 unvested restricted stock awards vested at the merger’s effective time and were cancelled for a cash payment based on $16.75 per underlying share plus accrued dividends, less tax withholdings, leaving Yemenidjian with no remaining reported common stock. The common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.

Insights

Equity compensation and M&A specialist

Director equity fully cashed out in go-private merger at $16.75.

The transactions show how a going‑private merger impacts insider equity. Alex Yemenidjian’s 181,060 common shares were cancelled at $16.75 per share in cash when Guess?, Inc. was acquired and became a wholly owned subsidiary of a Parent entity.

Unvested restricted stock awards covering 22,070 shares also vested at the effective time and converted into cash based on $16.75 per underlying share plus accrued dividends, subject to withholding. Following these steps, no common stock remains reported, and the company’s shares will be delisted and deregistered, ending its status as a publicly traded issuer.

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^*

YEMENIDJIAN ALEX

(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)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Chairman of the Board

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)		181,060(2)	D	$16.75	22,070	D
Common Stock	01/23/2026		J(1)		22,070(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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What does the Alex Yemenidjian Form 4 for GUESS INC (GES) disclose?

The Form 4 shows Alex Yemenidjian’s Guess? common shares and restricted stock awards were cancelled in a merger and converted into cash at $16.75 per share, leaving him with no reported common stock after completion of the transaction.

What happened to Guess? (GES) common stock in the reported merger?

Guess? common stock was cancelled at the merger’s effective time and converted into the right to receive $16.75 per share in cash. The filing also notes the stock will be delisted from the NYSE and deregistered under the Exchange Act.

How many Guess? (GES) shares did Alex Yemenidjian have converted to cash?

The filing reports 181,060 common shares were cancelled and converted to cash at $16.75 per share. In addition, 22,070 unvested restricted stock awards vested and were converted into a cash payment based on the same price plus accrued dividends.

How were Alex Yemenidjian’s restricted stock awards in Guess? (GES) treated?

Unvested restricted stock awards covering 22,070 shares vested at the merger’s effective time, were cancelled, and converted into cash equal to shares multiplied by $16.75, plus accrued and unpaid dividends or equivalents, less any required tax withholdings.

Does Alex Yemenidjian still own Guess? (GES) common stock after this Form 4?

No. After the merger-related transactions, the Form 4 shows 0 shares of Guess? common stock beneficially owned. All previously reported shares and restricted stock awards were cancelled and converted into cash consideration at $16.75 per share under the merger terms.

What larger corporate action is reflected in this Guess? (GES) Form 4?

The Form 4 reflects completion of a merger in which a subsidiary of Glow Holdco 1, Inc. combined with Guess?, Inc. As a result, Guess? became a wholly owned subsidiary, its common stock will be delisted, and registration under the Exchange Act will be terminated.