MARCIANO MAURICE 4

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.