| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
Guess?, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
Strada Regina 44, Bioggio,
SWITZERLAND
, CH-6934. |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") is being filed by each of (a) Paul Marciano, (b) Maurice Marciano, (c) Carlos Alberini, (d) Michael Karlin, as the sole member of the tax committee of Palma Fiduciary, LLC for the MM 2020 Exempt Trust, (e) Steven Lockshin, as the sole member of the tax committee of Palma Fiduciary, LLC for the PM 2021 Exempt Trust, (f) Olivia Marciano, as the sole member of the investment committee of Palma Fiduciary, LLC for the Maurice Marciano Charitable Remainder Unitrust II and as a director of the Maurice & Paul Marciano Art Foundation and the Maurice Marciano Family Foundation, (g) William F. Payne, as the investment director for MM CRUT II LLC, as the sole member of the investment committee of Palma Fiduciary, LLC for the Maurice Marciano Charitable Remainder Unitrust and as a director of the Maurice & Paul Marciano Art Foundation and the Maurice Marciano Family Foundation, (h) Mark Silah, as the investment director of MM CRUT LLC, (i) David Tordjman, as the adviser of the G2 Trust and Exempt G2 Trust and as the sole member of the investment committee of Palma Fiduciary, LLC of the MM 2020 Exempt Trust and PM 2021 Exempt Trust, and (j) Nicolai Marciano (each such person in (a) - (j) a "Reporting Person" and together, the "Reporting Persons") and relates to their record and beneficial ownership in the issued and outstanding shares of Common Stock, par value $0.01 per share ("Common Stock"), of Guess?, Inc. (the "Issuer" and such shares, the "Subject Shares"). This Amendment No. 2 amends and supplements the Schedule 13D filed by Paul Marciano, Maurice Marciano and Carlos Alberini with the United States Securities and Exchange Commission (the "SEC") on April 2, 2025, as amended by Amendment No. 1 ("Amendment No. 1") filed jointly by the Reporting Persons with the SEC on August 21, 2025 (as so amended prior to the date hereof, the "Original Schedule 13D" and, as amended by this Amendment No. 2, the "Schedule 13D"). Capitalized terms used in this Amendment No. 2 but not otherwise defined herein have the meanings given to them in the Original Schedule 13D. Except as amended herein, items in the Original Schedule 13D remain unmodified. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:
On January 23, 2026, at 8:05 a.m. ET (the "Effective Time"), pursuant to the previously announced Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 20, 2025, by and among the Issuer, 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 Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Parent.
Immediately prior to the Effective Time, each Subject Share (other than those that were instead converted into the right to receive $16.75 in cash, without interest) was contributed (or otherwise transferred), directly or indirectly, to one or more affiliates of the Reporting Persons, pursuant to the terms of the Pre-Closing Restructuring as set forth in the Interim Investors Agreement, dated as of August 20, 2025, by and among Authentic and the Reporting Persons party thereto. At the Effective Time, each Subject Share was cancelled without payment of any consideration therefor (other than those that were instead converted into the right to receive $16.75 in cash, without interest) and ceased to exist.
In connection with the consummation of the Merger, the Common Stock was suspended from trading on the New York Stock Exchange ("NYSE") prior to the opening of trading on January 23, 2026. In addition, NYSE has filed with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Act on Form 25 to delist the Common Stock from the NYSE and to deregister the Common Stock under the Securities Exchange Act of 1934, as amended. As a result, the Common Stock will no longer be listed on the NYSE.
The foregoing descriptions of the Merger Agreement and Interim Investors Agreement do not purport to be complete and are qualified in their entirety by reference to the text of such agreements, which with respect to (i) the Merger Agreement, was filed as Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed with the SEC on August 20, 2025 and (ii) the Interim Investors Agreement, was filed as Exhibit 99.5 to Amendment No. 1, each of which is incorporated into this Item 4 by reference. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Items 5(a) and (b) of the Original Schedule 13D are hereby amended and restated in their entirety as follows:
As of January 23, 2026, the Reporting Persons do not beneficially own, directly or indirectly, individually or in the aggregate, any shares of Common Stock or have any sole or shared voting or dispositive power over any shares of Common Stock. |
| (b) | The information disclosed in Item 5(a) above is incorporated herein by reference. |
| (c) | Item 5(c) of the Original Schedule 13D is hereby amended to include the following:
Except as otherwise described in this Amendment No. 2, the Reporting Persons have not effected any transactions in Common Stock during the past sixty days. |
| (d) | Item 5(d) of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
Not applicable. |
| (e) | Item 5(e) of the Original Schedule 13D is hereby amended to include the following:
As of January 23, 2026, the Reporting Persons ceased to beneficially own more than 5% of the outstanding shares of the Common Stock. As a result, this Amendment No. 2 serves as an exit filing for the Reporting Persons with respect to the Issuer. |
