MARCIANO MAURICE 4
4 · GUESS INC · Filed Jan 26, 2026
Research Summary
AI-generated summary of this filing
Guess (GES) 10% Owner Maurice Marciano Sells 10.2M Shares
What Happened
Maurice Marciano, reported as a 10% owner of Guess, Inc. (GES), disclosed multiple dispositions totaling 10,232,783 shares of Guess common stock on January 23, 2026. The transactions are reported as code "J" (other acquisition or disposition) and show no per‑share price (N/A) in the Form 4 because the dispositions occurred in connection with the merger described in the filing — Merger Sub merged into Guess, and Guess became a wholly owned subsidiary of Glow Holdco 1, Inc./Authentic Brands LLC. This is a corporate/merger-related transfer of shares rather than a routine open‑market sale.
Key Details
- Transaction date: January 23, 2026 (reported on Form 4 filed Jan 26, 2026). Filing appears timely.
- Total shares disposed: 10,232,783 (eight separate dispositions reported).
- Price: N/A on the Form 4 (merger consideration / conversion not listed as a per‑share cash price).
- Transaction code: J — "other acquisition or disposition" (commonly used for merger conversions/transfers).
- Footnote F1: Transactions were pursuant to the Agreement and Plan of Merger dated Aug 20, 2025; common stock will be delisted and deregistered.
- Other footnotes (F2–F9): Shares were held or transferred among affiliated entities and trusts (e.g., Next Step Capital LLC/II, Maurice Marciano Trust, MM CRUT entities, Carolem Capital, etc.).
- Ownership after transaction: The filing reflects merger-related transfers; post‑transaction beneficial ownership of publicly tradable Guess common stock is not shown (shares converted/deregistered).
Context
This filing reflects a large, merger‑related conversion/transfer by a major shareholder rather than a discretionary open‑market sale by an executive. For retail investors, merger-driven dispositions typically reflect corporate deal mechanics (share conversion, contribution to affiliates, or cancellation) instead of a trading signal about company prospects. The lack of a per‑share price on the Form 4 means the filing does not itself disclose the monetary consideration — check the merger agreement or company announcements for deal terms.
Insider Transaction Report
- Other
Common Stock
[F1][F2][F3]2026-01-23−4,025,109→ 0 total(indirect: By Trust) - Other
Common Stock
[F1][F2][F4]2026-01-23−1,347,650→ 0 total(indirect: By LLC) - Other
Common Stock
[F1][F2][F5]2026-01-23−1,470,668→ 0 total(indirect: By Trust) - Other
Common Stock
[F1][F2][F6]2026-01-23−1,181,124→ 0 total(indirect: By LLC) - Other
Common Stock
[F1][F2][F7]2026-01-23−1,200,000→ 0 total(indirect: By LLC) - Other
Common Stock
[F1][F2][F8]2026-01-23−349,491→ 0 total(indirect: By Trust) - Other
Common Stock
[F1][F2][F9]2026-01-23−103,801→ 0 total(indirect: By LLC) - Other
Common Stock
[F1][F2][F10]2026-01-23−554,940→ 0 total(indirect: By LLC)
Footnotes (10)
- [F1]On January 23, 2026, pursuant to the Agreement and Plan of Merger, 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.
- [F10]Held by Next Step Capital II LLC.
- [F2]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 of the Merger, were contributed (or otherwise transferred), directly or indirectly, to a newly-formed affiliate of the Rolling Stockholders.
- [F3]Held by Maurice Marciano Trust (2006 Restatement).
- [F4]Held by MM CRUT LLC.
- [F5]Held by Maurice Marciano Charitable Remainder Unitrust II.
- [F6]Held by MM CRUT II LLC.
- [F7]Held by Carolem Capital, LLC.
- [F8]Held by MM 2020 Exempt Trust.
- [F9]Held by Next Step Capital LLC.