Take-private deal: Guess? (NYSE: GES) to delist after merger with Authentic affiliate

Rhea-AI Filing Summary

Guess?, Inc. entered a change-of-control transaction that will take the company private and remove its stock from public trading. On January 23, 2026, Glow Merger Sub 1, Inc. merged into Guess?, Inc. under a merger agreement with Authentic Brands Group LLC and Glow Holdco 1, Inc., leaving Guess? as a wholly owned subsidiary of Glow Holdco 1. As a result, the company’s common stock will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.

Reporting person Paul Marciano, a director, Chief Creative Officer and 10% owner, reported several equity award and restructuring transactions around the merger. On January 22, 2026, an employee stock option to buy 348,157 shares at $6.39 was exercised into common stock, with shares withheld at prices around the merger cash value to cover obligations. At the merger’s effective time, unvested RSUs and performance-based RSUs vested and converted into common stock. Immediately before effectiveness, large blocks of directly and indirectly held shares, including those held by various trusts and LLCs associated with Marciano, were contributed or transferred to a newly formed affiliate of the “Rolling Stockholders” under an Interim Investors Agreement.

Insights

Equity & M&A Structure Analyst

Guess? is being taken private, and insider equity awards and holdings were reshaped around the merger.

The filing shows that Guess?, Inc. completed a merger on January 23, 2026, where Glow Merger Sub 1, Inc. combined with Guess? and the company became a wholly owned subsidiary of Glow Holdco 1, Inc., an Authentic Brands Group LLC affiliate. The common stock will be delisted from the NYSE and deregistered under the Exchange Act, meaning public trading and reporting will cease once the process is completed.

For Paul Marciano, a director, Chief Creative Officer and 10% owner, equity awards were crystallized around this event. An employee stock option for 348,157 shares with a $6.39 exercise price was exercised on January 22, 2026, and several "F" code entries at prices near $16.81 and $16.75 indicate shares withheld to cover taxes or similar obligations. Footnotes state that outstanding RSUs and performance-based RSUs vested at the merger’s effective time and converted into common stock, locking in the merger terms for those awards.

The numerous "J" code transactions on January 23, 2026 reflect contributions or transfers of substantial direct and indirect holdings, including shares held by the Paul Marciano Trust and various trusts and LLCs, to a newly formed affiliate of the "Rolling Stockholders" under an Interim Investors Agreement. Some trusts, such as the Maurice Marciano Trust and certain gift and capital LLCs, are explicitly described as being held by those entities, with the reporting person disclaiming beneficial ownership beyond any pecuniary interest. Future company disclosures, if any, would come from the new private ownership structure rather than public filings.

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

OMB APPROVAL

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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 PAUL

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Creative Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

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	01/22/2026		M		348,157	A	$6.39	348,157	D
Common Stock	01/22/2026		F		101,169	D	$16.81	246,988	D
Common Stock	01/23/2026		J(1)		869,118	A(2)	(2)	1,116,106	D
Common Stock	01/23/2026		F		404,201	D	$16.75	711,905	D
Common Stock	01/23/2026		A(3)		114,242	A	$0	826,147	D
Common Stock	01/23/2026		F		56,616	D	$16.75	769,531	D
Common Stock	01/23/2026		J(1)		769,531	D	(4)	0	D
Common Stock	01/23/2026		J(1)		10,813,559	D	(4)	0	I(5)	By Paul Marciano Trust(6)
Common Stock	01/23/2026		J(1)		4,025,109	D	(4)	0	I	By Maurice Marciano Trust(7)
Common Stock	01/23/2026		J(1)		105,977	D	(4)	0	I	By Exempt Gift Trust(8)
Common Stock	01/23/2026		J(1)		370,309	D	(4)	0	I	By Nonexempt Gift Trust(9)
Common Stock	01/23/2026		J(1)		170,666	D	(4)	0	I	By G Financial Holdings, LLC(10)
Common Stock	01/23/2026		J(1)		339,005	D	(4)	0	I	By G Financial Holdings II, LLC(11)
Common Stock	01/23/2026		J(1)		1,081,700	D	(4)	0	I	By ENRG Capital LLC(12)
Common Stock	01/23/2026		J(1)		103,801	D	(4)	0	I	By Next Step Capital LLC(13)
Common Stock	01/23/2026		J(1)		554,940	D	(4)	0	I	By Next Step Capital II LLC(14)
Common Stock	01/23/2026		J(1)		300,000	D	(4)	0	I	By Carolem Capital LLC(15)

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
Employee Stock Option (right to buy)	$6.39	01/22/2026		M			348,157	(16)	06/11/2030	Common Stock	348,157	$0	0	D

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 (the "Exchange Act").

2. Represents outstanding unvested restricted stock units ("RSUs"), which, pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), vested and were converted into the number of shares of Common Stock underlying such RSUs immediately prior to the Effective Time.

3. Represents the determination of the number of stock units, in accordance with the provisions of the applicable award agreement and the Merger Agreement, subject to an award of performance-based restricted stock units ("PSUs") previously granted by the Company, which, pursuant to the Merger Agreement, at the Effective Time vested and were converted into the number of shares of Common Stock underlying such PSUs immediately prior to the Effective Time.

4. 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, were contributed (or otherwise transferred), directly or indirectly, to a newly-formed affiliate of the Rolling Stockholders.

5. Includes 158,693 shares of Common Stock previously held directly, 119,610 of which were transferred to Paul Marciano Trust on February 11, 2025 and 39,083 of which were transferred to Paul Marciano Trust on May 9, 2025 and are now owned indirectly.

6. Held by Paul Marciano Trust, dated 2/20/86.

7. Held by Maurice Marciano Trust. The Reporting Person disclaims any and all beneficial interest in these shares. The filing of this report shall not be deemed an admission that the Reporting Person is the beneficial owner of any of such shares for purposes of Section 16 of the Exchange Act or for any other purpose.

8. Held by Exempt Gift Trust under the Next Step Trust. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of the Reporting Person's pecuniary interest therein.

9. Held by Nonexempt Gift Trust under the Next Step Trust. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of the Reporting Person's pecuniary interest therein.

10. Held by G Financial Holdings LLC.

11. Held by G Financial Holdings II LLC.

12. Held by ENRG Capital LLC.

13. Held by Next Step Capital LLC. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of the Reporting Person's pecuniary interest therein.

14. Held by Next Step Capital II LLC. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of the Reporting Person's pecuniary interest therein.

15. Held by Carolem Capital LLC. The Reporting Person disclaims any and all beneficial interest in these shares. The filing of this report shall not be deemed an admission that the Reporting Person is the beneficial owner of any of such shares for purposes of Section 16 of the Exchange Act or for any other purpose.

16. The option vested in three equal annual installments beginning on June 11, 2021.

	/s/ Anne C. Deedwania (attorney-in-fact)	01/26/2026
	** Signature of Reporting Person	Date
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