ALBERINI CARLOS 4

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.