CHIDONI ANTHONY 4
4 · GUESS INC · Filed Jan 27, 2026
Research Summary
AI-generated summary of this filing
Guess Inc (GES) Director Anthony Chidoni Sells 231,606 Shares
What Happened
Director Anthony Chidoni reported dispositions totaling 231,606 shares of Guess Inc common stock on January 23, 2026. The filing shows two disposition entries: 217,160 shares at $16.75 for $3,637,430 and 14,446 shares at $16.75 for $241,971, for a combined cash value of $3,879,401. These were not open-market sales but dispositions as part of the company’s merger transaction and cash conversion.
Key Details
- Transaction date: January 23, 2026; Report filed January 27, 2026 (filing appears timely).
- Price: $16.75 per share.
- Shares disposed: 217,160 and 14,446 (total 231,606). Total cash received ~ $3,879,401.
- Transaction code reported as "Other acquisition or disposition (J)"; footnotes state shares were cancelled and converted into the right to receive $16.75/share in cash.
- Includes vested restricted stock awards (RSAs) that vested at the Effective Time, were cancelled, and converted to cash (less any required tax withholding).
- Filing does not report remaining common shares following the Merger; per the filing the Company’s common stock was delisted and deregistered at the Effective Time.
Context
These dispositions arose from the Agreement and Plan of Merger (effective Jan 23, 2026) under which Guess became a wholly owned subsidiary and common shares (including vested RSAs) were converted into cash consideration at $16.75 per share. This is a merger cash-out transaction rather than a typical insider sale on the open market.
Insider Transaction Report
- Other
Common Stock
[F1][F2]2026-01-23$16.75/sh−217,160$3,637,430→ 14,446 total - Other
Common Stock
[F1][F3]2026-01-23$16.75/sh−14,446$241,971→ 0 total
Footnotes (3)
- [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.
- [F2]Represents shares of Common Stock which, at the effective time of the Merger (the Effective Time), were cancelled and converted into the right to receive $16.75 per share in cash, without interest and less any required tax withholdings.
- [F3]Represents outstanding unvested restricted stock awards (RSAs), which, pursuant to the Merger Agreement, at the Effective Time vested, were cancelled and converted into the right to receive, without interest, an amount in cash equal to the product of (1) the number of shares of Common Stock subject to such vested RSA immediately prior to the Effective Time, multiplied by (2) $16.75, together with any accrued and unpaid dividends or dividend equivalents corresponding to such RSAs and less any required tax withholdings.