Michael Elsa 4
4 · GUESS INC · Filed Jan 27, 2026
Research Summary
AI-generated summary of this filing
GUESS (GES) Director Michael Elsa Sells 22,181 Shares
What Happened
Director Michael Elsa disposed of a total of 22,181 shares of GUESS Inc. stock on Jan 23, 2026 as part of the company’s merger closing. The shares were converted into cash at $16.75 per share: 7,735 shares (≈ $129,561) and 14,446 shares (≈ $241,971), for total proceeds of about $371,532. These were merger-related dispositions (Form 4 code J), not open-market sales.
Key Details
- Transaction date: January 23, 2026; filing date: January 27, 2026 (filed within the typical two-business-day window).
- Prices and amounts:
- 7,735 shares @ $16.75 = $129,561 (footnote: common stock cancelled and converted).
- 14,446 shares @ $16.75 = $241,971 (footnote: vested RSUs cancelled and converted).
- Total: 22,181 shares → ~$371,532 in cash (paid without interest and less any required tax withholdings).
- Transaction code: J (other acquisition/disposition in connection with a merger).
- Shares owned after transaction: Not reported in this Form 4.
- Notable footnotes: Merger Agreement effective Jan 23, 2026; common stock will be delisted/deregistered. Vested RSUs were converted to cash as part of the deal; payments are subject to tax withholding.
Context
These disposals reflect the cash-out provisions of the merger in which Authentic Brands Group’s acquisition completed on Jan 23, 2026 — GUESS common stock was cancelled and converted to $16.75 per share. This is a transactional outcome of the corporate deal rather than a discretionary insider sale on the open market, so it should not be read as a typical insider sentiment signal.
Insider Transaction Report
- Other
Common Stock
[F1][F2]2026-01-23$16.75/sh−7,735$129,561→ 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 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.