MARCIANO PAUL 4

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).