Weinswig Deborah 4
4 · GUESS INC · Filed Jan 27, 2026
Research Summary
AI-generated summary of this filing
GUESS (GES) Director Deborah Weinswig Sells Shares
What Happened Deborah Weinswig, a director of GUESS, Inc. (GES), had a total of 41,354 shares (14,446 + 26,908) converted into cash at $16.75 per share as part of the company’s merger closing on January 23, 2026. The two reported dispositions are valued at $241,971 and $450,709, respectively, for a combined cash consideration of $692,680. These were reported as "other acquisition or disposition (J)" transactions tied to the merger consideration rather than open-market sales.
Key Details
- Transaction date: January 23, 2026. Price per share: $16.75.
- Shares converted/disposed: 14,446 (value $241,971) and 26,908 (value $450,709); total 41,354 shares for ~$692,680.
- Shares owned after transaction: Not specified in the provided filing; common stock was cancelled at the merger Effective Time.
- Footnotes: (F1) Merger with Authentic Brands Group closed and GUESS common stock will be delisted/deregistered; (F2) Outstanding common shares were cancelled and converted into $16.75 cash per share; (F3) Unvested RSAs vested at the Effective Time and were cancelled/converted into cash (plus any accrued unpaid dividends), all subject to withholding.
- Transaction code J indicates conversion/other disposition tied to the merger (not an open-market trade).
Context This activity reflects the cash-out mechanics of a completed acquisition: GUESS was merged into the buyer, its public common shares were cancelled, and holders (including vested RSAs) received $16.75 per share in cash. Such filings are routine when a company is acquired and its stock is delisted; they do not signal a director selling stock on the open market.
Insider Transaction Report
- Other
Common Stock
[F1][F3]2026-01-23$16.75/sh−14,446$241,971→ 0 total - Other
Common Stock
[F1][F2]2026-01-23$16.75/sh−26,908$450,709→ 14,446 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.