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
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock | 4,025,109 | $0.00 | -- |
| Other | Common Stock | 1,347,650 | $0.00 | -- |
| Other | Common Stock | 1,470,668 | $0.00 | -- |
| Other | Common Stock | 1,181,124 | $0.00 | -- |
| Other | Common Stock | 1,200,000 | $0.00 | -- |
| Other | Common Stock | 349,491 | $0.00 | -- |
| Other | Common Stock | 103,801 | $0.00 | -- |
| Other | Common Stock | 554,940 | $0.00 | -- |
Footnotes (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. 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. Held by Maurice Marciano Trust (2006 Restatement). Held by MM CRUT LLC. Held by Maurice Marciano Charitable Remainder Unitrust II. Held by MM CRUT II LLC. Held by Carolem Capital, LLC. Held by MM 2020 Exempt Trust. Held by Next Step Capital LLC. Held by Next Step Capital II LLC.
