ALBERINI CARLOS 4
4 · GUESS INC · Filed Jan 26, 2026
Research Summary
AI-generated summary of this filing
Guess (GES) CEO Carlos Alberini Exercises Options, Sells Shares
What Happened
Carlos Alberini, CEO and director of Guess, exercised/converted derivatives and experienced a series of related share transfers on Jan 22–23, 2026 in connection with the company's merger. Key reported moves:
- On Jan 22, he exercised/converted 348,157 option shares at an exercise price of $6.39 (reported acquisition value $2,224,723).
- On Jan 22–23, several share dispositions were reported to cover exercise price/tax liabilities: 101,170 shares (reported $1,700,668), 153,064 shares (reported $2,563,822), and 219,176 shares (reported $3,671,198).
- On Jan 23, 485,520 restricted stock units (RSUs) vested/converted to shares (reported as granted at $0 value), and other acquisitions/dispositions were recorded (multiple J-code entries and a 600,000-share disposition to the issuer). Many transactions are marked as “other acquisition/disposition” or tie to derivative/merger mechanics.
Key Details
- Transaction dates: Jan 22–23, 2026 (Form filed Jan 26, 2026). Filing appears within the standard two business‑day Form 4 window.
- Prices and reported values: exercise at $6.39 (348,157 shares, $2,224,723); tax/exercise share disposals at prices ~ $16.75–$16.81 (see amounts $1.70M, $2.56M, $3.67M). Several J-code and D-code disposals list N/A for per‑share price or value.
- Shares owned after transaction: not specified in the provided filing excerpt.
- Notable footnotes:
- F1: These transactions occurred as Guess was merged into a parent (Authentic/Glow) and its common stock will be delisted and deregistered.
- F2/F3: Outstanding RSUs and PSUs vested and converted into underlying common shares at the merger Effective Time.
- F4: Some shares were contributed/transferred by Rolling Stockholders under an Interim Investors Agreement.
- F8: Certain options were cancelled at the Effective Time for no consideration.
- F5/F6: Some holdings are held by Alberini Family LLC and the Carlos & Andrea Alberini Trust.
- Transaction codes explained: M = option exercise/conversion; F = payment of exercise price/tax liability (share withholding); A = grant/award; J = other acquisition/disposition; D = disposition to issuer.
Context
These actions largely reflect merger‑related equity adjustments (vested RSUs/PSUs converting to shares, option exercises/cancellations, and shares withheld or transferred to cover taxes or settlement obligations) rather than routine open‑market buying or selling for investment purposes. When options are exercised and shares are withheld or transferred to cover taxes/exercise costs, it's typically a liquidity/settlement mechanism related to compensation and corporate transactions rather than a direct signal of the insider's market view.
Insider Transaction Report
Form 4Exit
GUESS INCGES
ALBERINI CARLOS
DirectorCEO and Director
Transactions
- Exercise/Conversion
Common Stock
2026-01-22$6.39/sh+348,157$2,224,723→ 356,867 total - Tax Payment
Common Stock
2026-01-22$16.81/sh−101,170$1,700,668→ 255,697 total - Other
Common Stock
[F1][F2]2026-01-23+327,578→ 583,275 total - Tax Payment
Common Stock
2026-01-23$16.75/sh−153,064$2,563,822→ 430,211 total - Award
Common Stock
[F3]2026-01-23+485,520→ 915,731 total - Tax Payment
Common Stock
2026-01-23$16.75/sh−219,176$3,671,198→ 696,555 total - Other
Common Stock
[F1][F4]2026-01-23−696,555→ 0 total - Other
Common Stock
[F1][F4][F5]2026-01-23−208,410→ 0 total(indirect: By LLC) - Other
Common Stock
[F1][F4][F6]2026-01-23−1,206,208→ 0 total(indirect: By Trust) - Exercise/Conversion
Employee Stock Option (right to buy)
[F7]2026-01-22−348,157→ 0 totalExercise: $6.39Exp: 2030-06-11→ Common Stock (348,157 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F1][F8]2026-01-23−600,000→ 0 totalExercise: $19.13→ Common Stock (600,000 underlying)
Footnotes (8)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]Held by Alberini Family LLC.
- [F6]Held by Carlos and Andrea Alberini Trust.
- [F7]The option vested in three equal annual installments beginning on June 11, 2021.
- [F8]Represents options which, under the Merger Agreement, were cancelled at the Effective Time for no consideration, payment or right to consideration or payment.
Signature
/s/ Anne C. Deedwania (attorney-in-fact)|2026-01-26