Chief Creative Officer Marciano Paul was granted 114,242 shares, disposed of 18,634,597 shares, exercised 348,157 shares at a strike of $6.39, covered exercise/tax liability with 561,986 shares and acquired 869,118 shares (SEC Form 4)
$GES
Apparel
Consumer Discretionary
| 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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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GUESS INC [ GES ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/22/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||