Benarouche Fabrice 4
4 · GUESS INC · Filed Jan 27, 2026
Research Summary
AI-generated summary of this filing
GUESS (GES) SVP Fabrice Benarouche Sells Shares in Merger
What Happened
Fabrice Benarouche, SVP Finance & Investor Relations and Chief Accounting Officer of GUESS (GES), disposed of equity on January 23, 2026 as a result of the company’s merger. Per the Merger Agreement, common stock and certain equity awards were cancelled and converted into a cash payment of $16.75 per share. The filing reports cash proceeds of approximately $2,150,718 from 128,401 shares converted at $16.75. In addition, 139,200 units of derivative awards/options were also converted/cancelled under the merger (reported with N/A price fields).
Key Details
- Transaction date: January 23, 2026; Form 4 filed January 27, 2026 (timely).
- Cash conversion price: $16.75 per share for listed common-stock items. Reported cash proceeds ≈ $2,150,718 (from 128,401 shares × $16.75).
- Additional dispositions: 72,500 + 31,300 + 21,400 + 14,000 = 139,200 derivative units (options/RSUs/PSUs) reported as disposed with N/A price — these were handled under the Merger Agreement and converted/cancelled per footnotes.
- Transaction code: "J" (other acquisition/disposition) — used here because the disposals resulted from the merger.
- Footnotes: F1–F7 explain the merger closing, delisting/deregistration, and conversion mechanics — including conversion of common stock, vested RSAs/RSUs/PSUs to cash and treatment of options (some converted to cash value, some cancelled without consideration).
- Shares owned after transaction: the company’s common stock was cancelled at the effective time of the merger; the filing does not list a continuing public shareholding.
Context
These dispositions were merger-related conversions (not open-market sales). That means the insider received the merger consideration ($16.75/share) for cancelled shares and vested/cancelled awards. Such filings reflect corporate deal mechanics rather than an insider expressing a buy/sell view of the stock; purchases generally carry more direct interpretive weight for retail investors.
Insider Transaction Report
Form 4Exit
GUESS INCGES
Benarouche Fabrice
SVP Finance and IR, CAO
Transactions
- Other
Common Stock
[F1][F2]2026-01-23$16.75/sh−93,908$1,572,959→ 6,976 total - Other
Common Stock
[F1][F3]2026-01-23$16.75/sh−3,750$62,813→ 3,226 total - Other
Common Stock
[F1][F4]2026-01-23$16.75/sh−3,226$54,036→ 0 total - Other
Common Stock
[F1][F5]2026-01-23$16.75/sh−26,859$449,888→ 0 total - Other
Common Stock
[F1][F2]2026-01-23$16.75/sh−508$8,509→ 150 total(indirect: By Spouse) - Other
Common Stock
[F1][F3]2026-01-23$16.75/sh−150$2,513→ 0 total(indirect: By Spouse) - Other
Employee Stock Option (right to buy)
[F1][F6]2026-01-23−72,500→ 0 totalExercise: $8.97→ Common Stock (72,500 underlying) - Other
Employee Stock Option (right to buy)
[F1][F6]2026-01-23−31,300→ 0 totalExercise: $12.07→ Common Stock (31,300 underlying) - Other
Employee Stock Option (right to buy)
[F1][F6]2026-01-23−21,400→ 0 totalExercise: $16.57→ Common Stock (21,400 underlying) - Other
Employee Stock Option
[F1][F7]2026-01-23−14,000→ 0 totalExercise: $18.49→ Common Stock, (14,000 underlying)
Footnotes (7)
- [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 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 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.
- [F4]Represents outstanding unvested restricted stock units (RSUs), 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 RSU immediately prior to the Effective Time, multiplied by (2) $16.75, together with any accrued and unpaid dividends or dividend equivalents corresponding to such RSUs and less any required tax withholdings.
- [F5]Represents the disposition of the stock units subject to outstanding unvested PSUs, 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 portion of the PSU immediately prior to the Effective Time, multiplied by (2) $16.75, together with any accrued and unpaid dividends or dividend equivalents corresponding to such PSUs and less any required tax withholdings.
- [F6]Represents outstanding and unexercised options which, pursuant to the Merger Agreement, at the Effective Time, 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 option immediately prior to the Effective Time, multiplied by (2) the excess, if any, of (a) $16.75 over (b) the exercise price per share of Common Stock, less any required tax withholdings.
- [F7]Represents options which, under the Merger Agreement, were cancelled at the Effective Time for no consideration, payment or right to consideration or payment.
Signature
Anne C. Deedwania (attorney-in-fact)|2026-01-27