Guess (NYSE: GES) director’s shares and RSUs cashed out at $16.75 in merger

Rhea-AI Filing Summary

Guess?, Inc. director Michael Elsa reported the cash-out of his equity in connection with the company’s merger. On January 23, 2026, Guess? merged with a subsidiary of Glow Holdco 1, Inc., becoming a wholly owned subsidiary.

At the merger’s effective time, 7,735 shares of Guess? common stock held directly by Elsa were cancelled and converted into the right to receive $16.75 per share in cash. In a separate entry, 14,446 unvested restricted stock units vested, were cancelled, and were converted into an equivalent cash payment based on $16.75 per underlying share, plus any accrued dividends. Following these transactions, Elsa no longer directly owned Guess? common stock, and the company’s common stock will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.

Insights

Equity compensation and M&A analyst

Guess? merger closes; director equity is fully cashed out at $16.75.

The filing shows completion of a merger in which Guess?, Inc. becomes a wholly owned subsidiary of Glow Holdco 1, Inc. Director Michael Elsa has 7,735 common shares cancelled for $16.75 per share and 14,446 RSUs similarly cashed out.

This indicates a full liquidity event for his reported direct holdings, with post-transaction ownership dropping to zero common shares. The company’s common stock will be delisted from the NYSE and deregistered under the Exchange Act, confirming a transition from public to private ownership and ending public trading access to GES shares.

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^*

Michael Elsa

(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)

X	Director		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)		7,735(2)	D	$16.75	14,446	D
Common Stock	01/23/2026		J(1)		14,446(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 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.

	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 Michael Elsa Form 4 show for Guess? (GES)?

The Form 4 shows Guess? director Michael Elsa’s equity was cashed out in a merger. His 7,735 common shares and 14,446 RSUs were cancelled and converted into cash at $16.75 per share, leaving him with no directly owned Guess? common stock afterward.

At what price were Michael Elsa’s Guess? (GES) shares converted?

Elsa’s Guess? equity was converted at $16.75 per share in cash. This price applied both to his 7,735 shares of common stock and to the shares underlying his 14,446 vested restricted stock units, subject to tax withholdings and including related dividend equivalents on the RSUs.

How did the merger affect Guess? (GES) director Michael Elsa’s share ownership?

The merger cancelled Elsa’s Guess? common stock and RSUs in exchange for cash. After 7,735 common shares and 14,446 RSUs were converted at $16.75 per share, the Form 4 reports he directly owned zero shares of Guess? common stock following the reported transactions.

What corporate change at Guess? (GES) is described in this Form 4?

The Form 4 describes a merger where Guess? became a wholly owned subsidiary of Glow Holdco 1, Inc. As a result, Guess?’s common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, ending its public listing.

What happened to Guess? (GES) restricted stock units held by Michael Elsa?

Elsa’s outstanding unvested restricted stock units vested at the merger’s effective time, were cancelled, and converted into cash. The cash amount equals the number of RSU shares, 14,446, multiplied by $16.75, plus any accrued dividends or equivalents, less required tax withholdings.