Marciano Nicolai D. 4

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.