Guess? (NYSE: GES) completes $16.75-per-share cash merger and delisting
Rhea-AI Filing Summary
Guess?, Inc. director Anthony Chidoni’s equity was cashed out in the company’s merger. On January 23, 2026, a merger closed in which Glow Merger Sub 1, Inc. combined with Guess?, Inc., leaving Guess? as a wholly owned subsidiary of Glow Holdco 1, Inc.
As part of this merger, 217,160 shares of Guess? common stock held by the director were cancelled and converted into the right to receive $16.75 per share in cash, reducing his directly held shares to 14,446. On the same date, 14,446 unvested restricted stock awards vested, were cancelled, and were also converted into a cash payment based on $16.75 per underlying share plus related accrued dividends, leaving the director with no remaining shares. Following the transaction, Guess? common stock will be delisted from the New York Stock Exchange and deregistered under U.S. securities laws.
Positive
- None.
Negative
- None.
Insights
Director’s equity is fully cashed out as Guess? goes private at $16.75 per share.
The disclosure shows how a completed merger affects an individual director’s holdings. Anthony Chidoni’s 217,160 common shares were cancelled and converted into a cash right at $16.75 per share when the merger took effect on January 23, 2026.
In addition, 14,446 unvested restricted stock awards vested at the effective time, were cancelled, and became a cash entitlement equal to the number of underlying shares multiplied by $16.75, plus accrued dividends. After these steps, the reporting person no longer holds Guess? shares.
The transaction description also states that Guess? becomes a wholly owned subsidiary of Glow Holdco 1, Inc. and that its common stock will be delisted from the New York Stock Exchange and deregistered. This confirms a completed take-private transaction, with public trading in Guess? shares ending after the merger’s consummation.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock | 217,160 | $16.75 | $3.64M |
| Other | Common Stock | 14,446 | $16.75 | $242K |
Footnotes (1)
- 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. 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. 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.
