Large Guess? (GES) insider entities move shares as merger ends NYSE listing

Rhea-AI Filing Summary

Guess?, Inc. completed a merger in which Glow Merger Sub 1, Inc. combined with the company, leaving Guess? as 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. In connection with this transaction, entities associated with 10% owner Maurice Marciano transferred blocks of Guess? common stock, including 4,025,109 shares held by the Maurice Marciano Trust and 1,347,650 shares held by MM CRUT LLC, at a reported price of $0.00 per share, to a newly formed affiliate of the rolling stockholders immediately before the merger became effective.

Positive

• None.

Negative

• Guess? common stock will be delisted from the NYSE and deregistered under the Exchange Act, ending public trading and ongoing SEC reporting for common shareholders.

Insights

Public‑equity and M&A analyst

Guess? is taken private via merger; its NYSE-listed stock is being delisted.

The transactions reported relate to a completed merger where Glow Merger Sub 1, Inc. merged with Guess?, Inc., leaving Guess? as a wholly owned subsidiary of Glow Holdco 1, Inc. The filing states that, following this merger, Guess? common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934. That means the company is effectively transitioning out of the public equity markets.

The Form 4 details that entities associated with 10% owner Maurice Marciano, such as the Maurice Marciano Trust and MM CRUT LLC, reported transfers coded "J" (other) of large blocks of common stock at a reported price of $0.00 per share. A footnote explains these shares were contributed, directly or indirectly, to a newly formed affiliate of the rolling stockholders immediately prior to the merger’s effective time, consistent with the Interim Investors Agreement.

For outside stockholders, the key takeaway in this disclosure is the confirmation that Guess? common stock will no longer trade on the NYSE or remain registered under the Exchange Act after the merger. Future information about the company would therefore come through private‑company channels or any post‑closing disclosures the new owners choose to provide, rather than ongoing public reporting.

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^*

MARCIANO MAURICE

(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)

	Director	X	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)		4,025,109	D	(2)	0	I	By Maurice Marciano Trust(3)
Common Stock	01/23/2026		J(1)		1,347,650	D	(2)	0	I	By MM CRUT LLC(4)
Common Stock	01/23/2026		J(1)		1,470,668	D	(2)	0	I	By Maurice Marciano Charitable Remainder Unitrust II(5)
Common Stock	01/23/2026		J(1)		1,181,124	D	(2)	0	I	By MM CRUT II LLC(6)
Common Stock	01/23/2026		J(1)		1,200,000	D	(2)	0	I	By Carolem Capital, LLC(7)
Common Stock	01/23/2026		J(1)		349,491	D	(2)	0	I	By MM 2020 Exempt Trust(8)
Common Stock	01/23/2026		J(1)		103,801	D	(2)	0	I	By Next Step Capital LLC(9)
Common Stock	01/23/2026		J(1)		554,940	D	(2)	0	I	By Next Step Capital II LLC(10)

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, 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, pursuant to the terms of the Interim Investors Agreement, dated as of August 20, 2025, by and among Authentic and the other parties appearing on the signature pages thereto ("Rolling Stockholders"), immediately prior to the effective time of the Merger, were contributed (or otherwise transferred), directly or indirectly, to a newly-formed affiliate of the Rolling Stockholders.

3. Held by Maurice Marciano Trust (2006 Restatement).

4. Held by MM CRUT LLC.

5. Held by Maurice Marciano Charitable Remainder Unitrust II.

6. Held by MM CRUT II LLC.

7. Held by Carolem Capital, LLC.

8. Held by MM 2020 Exempt Trust.

9. Held by Next Step Capital LLC.

10. Held by Next Step Capital II LLC.

	/s/ Jason T. Miller (attorney-in-fact)	01/26/2026
	** 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 major corporate event involving Guess? (GES) is described here?

The content describes a merger in which Glow Merger Sub 1, Inc. merged with Guess?, Inc., making Guess? a wholly owned subsidiary of Glow Holdco 1, Inc. Following this merger, Guess? common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.

What happens to Guess? (GES) common stock after the merger?

The filing states that, as a result of the completed merger, Guess? common stock, par value $0.01 per share, will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, meaning it will no longer trade as a listed public security or be subject to ongoing Exchange Act reporting.

Who is the reporting person in this Guess? (GES) Form 4 and what is their role?

The reporting person is Maurice Marciano, identified as a 10% owner of Guess?, Inc. The transactions reported are indirect holdings through various entities, including the Maurice Marciano Trust, MM CRUT LLC, a charitable remainder unitrust, exempt trust, and other LLCs.

What type of share movements did the Marciano-related entities report for Guess? (GES)?

Entities associated with Maurice Marciano reported transactions coded "J" (other) on January 23, 2026, transferring blocks of Guess? common stock at a reported price of $0.00 per share. A footnote explains these shares were contributed, directly or indirectly, to a newly formed affiliate of the rolling stockholders immediately before the merger’s effective time.

Can you provide examples of the share amounts transferred by Marciano-related entities?

Yes. Examples include 4,025,109 shares of Guess? common stock held by the Maurice Marciano Trust and 1,347,650 shares held by MM CRUT LLC, each reported as indirectly owned and transferred in transactions coded "J" on January 23, 2026 at a reported price of $0.00 per share.

What agreements are referenced in connection with these Guess? (GES) transactions?

The filing references an Agreement and Plan of Merger dated August 20, 2025 among Guess?, Inc., Authentic Brands Group LLC, Glow Holdco 1, Inc., and Glow Merger Sub 1, Inc., as well as an Interim Investors Agreement dated the same day among Authentic and the rolling stockholders. The footnotes state that, under the Interim Investors Agreement, shares were contributed to a newly formed affiliate of the rolling stockholders immediately prior to the merger’s effective time.