Marciano Nicolai D. 4
4 · GUESS INC · Filed Jan 26, 2026
Research Summary
AI-generated summary of this filing
Guess (GES) Insider Marciano Nicolai Exercises Options, Transfers Shares
What Happened
- Marciano Nicolai (reporting person) exercised 15,000 option-based derivatives on Jan 22, 2026, acquiring 15,000 shares at $12.07 for a cash outlay of $181,050. Some shares were then used to satisfy exercise/tax obligations (cashless/tax-withholding). On Jan 23, 2026 he was credited with 7,500 shares as an award (converted restricted stock awards), and several large dispositions/transfers occurred tied to the company merger and related agreements.
Key Details
- Transactions and amounts:
- 2026-01-22: M — Exercised/conversion of derivative: +15,000 shares @ $12.07; total $181,050 (Acquired).
- 2026-01-22: F — Tax/exercise withholding: -1,517 shares @ $16.81; value $25,501 (Disposed to cover taxes).
- 2026-01-23: A — Grant/award: +7,500 shares @ $0.00 (Converted RSAs; no cash paid).
- 2026-01-23: F — Tax/exercise withholding: -2,043 shares @ $16.75; value $34,220 (Disposed).
- 2026-01-23: J — Other disposition: -52,505 shares (N/A) — per filing, these shares were contributed/transferred under the Interim Investors Agreement (see footnote).
- 2026-01-22: M (derivative) — -15,000 derivative units @ $0.00 (Disposition related to exercise).
- 2026-01-23: D — Disposition to issuer: -3,800 derivative units (N/A).
- Footnotes of note:
- F1: Outstanding unvested RSAs vested and converted into common stock at the Merger Effective Time.
- F2: On Jan 23, 2026 the Merger closed (Guess became a wholly owned subsidiary; common stock to be delisted and deregistered).
- F3: 52,505 shares were contributed/transferred to a newly formed affiliate of certain Rolling Stockholders under the Interim Investors Agreement.
- F5: Some options were cancelled at the Effective Time for no consideration under the Merger Agreement.
- Shares owned after the transactions: not stated in the supplied filing excerpt.
- Filing date: Jan 26, 2026; report covers transactions on Jan 22–23, 2026 (Form 4 filing included these dates).
Context
- The exercised options and immediate share disposals to cover taxes/exercise costs indicate a cashless/tax-withholding mechanism commonly used on option exercises — not necessarily a market sale signal.
- Many dispositions and conversions are merger-related (vesting/conversion of RSAs, transfers to Rolling Stockholders, and option cancellations), reflecting corporate transaction mechanics rather than routine open-market trades.
- The filing’s remarks note the Reporting Person may be part of a Section 13(d) group that no longer beneficially owns >10% of the common stock; he disclaims beneficial ownership of other group members’ holdings.
Facts only — no inference about motivation.
Insider Transaction Report
Form 4Exit
GUESS INCGES
Marciano Nicolai D.
Other
Transactions
- Exercise/Conversion
Common Stock
2026-01-22$12.07/sh+15,000$181,050→ 48,565 total - Tax Payment
Common Stock
2026-01-22$16.81/sh−1,517$25,501→ 47,048 total - Award
Common Stock
[F1]2026-01-23+7,500→ 54,548 total - Tax Payment
Common Stock
2026-01-23$16.75/sh−2,043$34,220→ 52,505 total - Other
Common Stock
[F2][F3]2026-01-23−52,505→ 0 total - Exercise/Conversion
Employee Stock Option (right to buy)
[F4]2026-01-22−15,000→ 0 totalExercise: $12.07Exp: 2029-06-10→ Common Stock (15,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F2][F5]2026-01-23−3,800→ 0 totalExercise: $17.35→ Common Stock (3,800 underlying)
Footnotes (5)
- [F1]Represents outstanding unvested restricted stock awards ("RSAs"), which, pursuant to the Merger Agreement (as defined below), at the Effective Time (as defined below) vested and were converted into the number of shares of common stock, par value $0.01 per share ("Common Stock") of Guess?, Inc. (the "Company"), underlying such RSAs immediately prior to the Effective Time.
- [F2]On January 23, 2026, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 20, 2025, by and among 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 will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended.
- [F3]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 (the "Effective Time"), were contributed (or otherwise transferred), directly or indirectly, to a newly-formed affiliate of the Rolling Stockholders.
- [F4]The option vested in four equal annual installments beginning on June 10, 2020.
- [F5]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/ Nicolai D. Marciano|2026-01-26