MARCIANO PAUL 4

4 · GUESS INC · Filed Jan 26, 2026

Research Summary

AI-generated summary of this filing

Updated Jan 27, 2026

Guess (GES) 10% Owner Paul Marciano Exercises Options and Transfers Shares

What Happened
Paul Marciano (reported as a 10% owner) exercised options on Jan 22, 2026, acquiring 348,157 shares at $6.39 per share for a cash exercise cost of $2,224,723. He also received/vested other equity on Jan 23 (114,242 shares from awards and 869,118 shares in other acquisitions). At the same time, large share dispositions occurred on Jan 22–23 — including share surrenders to cover tax liabilities (562,0—986 shares surrendered for tax withholding, totaling $9,419,336) and numerous transfers/dispositions (totaling roughly 18.6M shares reported as "other" dispositions). Overall the filing shows roughly 1.33M shares acquired vs ~19.54M shares disposed/ transferred (net reduction of ~18.2M shares), primarily in connection with the Jan 23 merger.

Key Details

Primary dates: Jan 22–23, 2026. Filing date: Jan 26, 2026 (filed within required reporting window).
Notable transactions and amounts:
- Jan 22: exercised 348,157 shares @ $6.39 (cash paid $2,224,723).
- Jan 22: 101,169 shares surrendered @ $16.81 to satisfy tax/withholding ($1,700,651).
- Jan 23: 404,201 shares surrendered @ $16.75 ($6,770,367) and 56,616 shares surrendered @ $16.75 ($948,318).
- Jan 23: award/vesting of 114,242 shares @ $0.00; other acquisition of 869,118 shares.
- Jan 23: many "other" dispositions (codes J) totaling ~18.63M shares (examples: 10,813,559; 4,025,109; 1,081,700; 769,531; etc.).
Totals from the filing (approx.): ~1,331,517 shares acquired; ~19,544,740 shares disposed/transferred (includes tax surrenders and numerous “other” transfers).
Filing notes: F1 — these transactions occurred in connection with the Agreement and Plan of Merger (Authentic Brands / Glow Holdco), effective Jan 23, 2026; the company’s common stock will be delisted and deregistered. F2–F4 explain vesting/conversion of RSUs/PSUs and contribution/transfers under the Interim Investors Agreement. Several footnotes (F10–F16, F13–F15) describe holdings by related LLCs and disclaimers of beneficial ownership.
Timeliness: Form 4 was filed Jan 26, 2026 and covers transactions on Jan 22–23; this filing date is within the required two business-day window for these dates.

Context

Many disposals are coded “J” (other acquisition/disposition) and have no per-share price; these are not presented as open‑market sales but as transfers/conversions tied to the merger (e.g., contributions to affiliates, conversion of awards, or transfers to LLCs described in the footnotes).
The F-code (F) transactions are share surrenders to satisfy tax withholding obligations — a common result of option exercises and RSU/PSU vesting (i.e., a cashless-withholding mechanism).
Because Paul Marciano is a 10% owner (not an executive officer trade), these large movements largely reflect merger-related corporate actions rather than routine insider buy/sell decisions.
The filing does not provide a simple “shares owned after transaction” total; holdings are described across direct and indirect entities in the footnotes.

If you want, I can extract the full list of each J-coded transfer (share counts) and compute precise totals by category (exercises, awards, tax surrenders, other transfers).

Insider Transaction Report

Form 4Exit

Period: 2026-01-22

GUESS INCGES

MARCIANO PAUL

DirectorChief Creative Officer10% Owner

Transactions

Exercise/Conversion
Common Stock
2026-01-22$6.39/sh+348,157$2,224,723→ 348,157 total
Tax Payment
Common Stock
2026-01-22$16.81/sh−101,169$1,700,651→ 246,988 total
Other
Common Stock
[F1][F2]
2026-01-23+869,118→ 1,116,106 total
Tax Payment
Common Stock
2026-01-23$16.75/sh−404,201$6,770,367→ 711,905 total
Award
Common Stock
[F3]
2026-01-23+114,242→ 826,147 total
Tax Payment
Common Stock
2026-01-23$16.75/sh−56,616$948,318→ 769,531 total
Other
Common Stock
[F1][F4]
2026-01-23−769,531→ 0 total
Other
Common Stock
[F1][F4][F5][F6]
2026-01-23−10,813,559→ 0 total(indirect: By Trust)
Other
Common Stock
[F1][F4][F7]
2026-01-23−4,025,109→ 0 total(indirect: By Trust)
Other
Common Stock
[F1][F4][F8]
2026-01-23−105,977→ 0 total(indirect: By Trust)
Other
Common Stock
[F1][F4][F9]
2026-01-23−370,309→ 0 total(indirect: By Trust)
Other
Common Stock
[F1][F4][F10]
2026-01-23−170,666→ 0 total(indirect: By LLC)
Other
Common Stock
[F1][F4][F11]
2026-01-23−339,005→ 0 total(indirect: By LLC)
Other
Common Stock
[F1][F4][F12]
2026-01-23−1,081,700→ 0 total(indirect: By LLC)
Other
Common Stock
[F1][F4][F13]
2026-01-23−103,801→ 0 total(indirect: By LLC)
Other
Common Stock
[F1][F4][F14]
2026-01-23−554,940→ 0 total(indirect: By LLC)
Other
Common Stock
[F1][F4][F15]
2026-01-23−300,000→ 0 total(indirect: By LLC)
Exercise/Conversion
Employee Stock Option (right to buy)
[F16]
2026-01-22−348,157→ 0 total
Exercise: $6.39Exp: 2030-06-11→ Common Stock (348,157 underlying)

Footnotes (16)

[F1]On January 23, 2026, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), 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 (the "Exchange Act").
[F10]Held by G Financial Holdings LLC.
[F11]Held by G Financial Holdings II LLC.
[F12]Held by ENRG Capital LLC.
[F13]Held by Next Step Capital LLC. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of the Reporting Person's pecuniary interest therein.
[F14]Held by Next Step Capital II LLC. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of the Reporting Person's pecuniary interest therein.
[F15]Held by Carolem Capital LLC. The Reporting Person disclaims any and all beneficial interest in these shares. The filing of this report shall not be deemed an admission that the Reporting Person is the beneficial owner of any of such shares for purposes of Section 16 of the Exchange Act or for any other purpose.
[F16]The option vested in three equal annual installments beginning on June 11, 2021.
[F2]Represents outstanding unvested restricted stock units ("RSUs"), which, pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), vested and were converted into the number of shares of Common Stock underlying such RSUs immediately prior to the Effective Time.
[F3]Represents the determination of the number of stock units, in accordance with the provisions of the applicable award agreement and the Merger Agreement, subject to an award of performance-based restricted stock units ("PSUs") previously granted by the Company, which, pursuant to the Merger Agreement, at the Effective Time vested and were converted into the number of shares of Common Stock underlying such PSUs immediately prior to the Effective Time.
[F4]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, were contributed (or otherwise transferred), directly or indirectly, to a newly-formed affiliate of the Rolling Stockholders.
[F5]Includes 158,693 shares of Common Stock previously held directly, 119,610 of which were transferred to Paul Marciano Trust on February 11, 2025 and 39,083 of which were transferred to Paul Marciano Trust on May 9, 2025 and are now owned indirectly.
[F6]Held by Paul Marciano Trust, dated 2/20/86.
[F7]Held by Maurice Marciano Trust. The Reporting Person disclaims any and all beneficial interest in these shares. The filing of this report shall not be deemed an admission that the Reporting Person is the beneficial owner of any of such shares for purposes of Section 16 of the Exchange Act or for any other purpose.
[F8]Held by Exempt Gift Trust under the Next Step Trust. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of the Reporting Person's pecuniary interest therein.
[F9]Held by Nonexempt Gift Trust under the Next Step Trust. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of the Reporting Person's pecuniary interest therein.

Signature

/s/ Anne C. Deedwania (attorney-in-fact)|2026-01-26

Documents

1 file

4
tm264034-5_4seq1.xmlPrimary
OWNERSHIP DOCUMENT