01/26/2026 | Press release | Distributed by Public on 01/26/2026 19:24
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| 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 | (7) | 06/11/2030 | Common Stock | 348,157 | $ 0 | 0 | D | ||||
| Employee Stock Option (right to buy) | $19.13 | 01/23/2026 | D(1) | 600,000 | (8) | (8) | Common Stock | 600,000 | (8) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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ALBERINI CARLOS C/O GUESS?, INC. 1444 SOUTH ALAMEDA STREET LOS ANGELES, CA 90021 |
X | CEO and Director | ||
| /s/ Anne C. Deedwania (attorney-in-fact) | 01/26/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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 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) | Held by Alberini Family LLC. |
| (6) | Held by Carlos and Andrea Alberini Trust. |
| (7) | The option vested in three equal annual installments beginning on June 11, 2021. |
| (8) | Represents options which, under the Merger Agreement, were cancelled at the Effective Time for no consideration, payment or right to consideration or payment. |