Guess SEC Filings

Guess?, Inc. has completed its go-private merger with Glow Merger Sub 1, Inc., an affiliate of Authentic Brands Group, under an Agreement and Plan of Merger dated August 20, 2025. On January 23, 2026, Merger Sub merged into Guess?, with Guess? surviving as a wholly owned subsidiary of Glow Holdco 1, Inc.

As a result, Guess? common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934. The Form 4 shows various Marciano-related trusts, foundations and LLCs transferring their Guess? shares to a newly formed affiliate of the “Rolling Stockholders” immediately before the effective time of the merger, or having shares cancelled at the effective time in exchange for $16.75 per share in cash, without interest and less taxes. After these transactions, the reporting group indicates it no longer collectively owns more than 10% of the common stock.

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.

Guess?, Inc. insider Nicolai D. Marciano reported multiple equity changes tied to the company’s take‑private merger. On January 22, 2026, he exercised 15,000 employee stock options at $12.07 per share, receiving the same number of common shares, and had 1,517 shares withheld at $16.81 for tax purposes. On January 23, 2026, outstanding unvested restricted stock awards vested into 7,500 common shares at $0, followed by an additional tax withholding of 2,043 shares at $16.75. Immediately before the merger’s effective time, 52,505 common shares were contributed to a newly formed affiliate of the rolling stockholders, leaving him with 0 shares directly owned. In connection with the same merger, 3,800 stock options were cancelled for no consideration. The filing notes that on January 23, 2026, Merger Sub combined with Guess?, which became a wholly owned subsidiary of Parent, and its common stock will be delisted from the NYSE and deregistered.

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.

Guess Inc. insiders filed a joint Form 4 to update their ownership status. The reporting persons state they may be deemed to be members of a Section 13(d) group that no longer collectively beneficially owns more than 10% of Guess Inc.'s outstanding common stock.

They expressly disclaim beneficial ownership of securities beneficially owned by the other group members and indicate that no securities are beneficially owned. No specific acquisitions, sales, or other transactions in Guess Inc. securities are reported in this filing.

Guess?, Inc. CEO Carlos Alberini reported multiple equity transactions linked to the closing of the company’s merger with Authentic Brands Group. On January 22, 2026, he exercised an employee stock option for 348,157 shares of common stock at $6.39 per share and had shares withheld for taxes at prices including $16.81. On January 23, 2026, outstanding unvested RSUs and performance-based RSUs vested under the merger terms and converted into common stock, including an award of 485,520 shares at $0 price. That same day, options covering 600,000 shares were cancelled for no consideration and large blocks of common stock, including 208,410 shares held by Alberini Family LLC and 1,206,208 shares held by the Carlos and Andrea Alberini Trust, were transferred to a new affiliate of the rolling stockholders. The merger makes Guess? a wholly owned subsidiary of the buyer and the common stock will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.

Guess?, Inc. filed a post-effective amendment to certain shelf registration statements on Form S-3 to deregister any of its securities that were previously registered but remain unsold. This follows the completion of a merger in which Glow Merger Sub 1, Inc. merged into Guess?, Inc., and Guess? became a wholly owned subsidiary of Authentic Brands Group LLC through Parent, Glow Holdco 1, Inc.

The amendment applies to three historical resale registration statements that had covered up to 5,700,000 shares, 4,414,492 shares, and 216,216 shares of common stock, respectively, for secondary offerings by selling stockholders. Each affected registration statement is amended to remove from registration all such unsold securities in line with Guess?’s prior undertakings under the Securities Act.