Guess? (GES) chairman’s shares cancelled and paid $16.75 in go-private merger
Rhea-AI Filing Summary
Guess?, Inc. director transaction reflects company’s merger and delisting. Chairman of the Board Alex Yemenidjian’s holdings were converted to cash when Guess?, Inc. was acquired by a Parent entity controlled by Authentic Brands Group under an Agreement and Plan of Merger dated August 20, 2025.
On January 23, 2026, 181,060 shares of Guess? common stock were cancelled and converted into the right to receive $16.75 per share in cash. An additional 22,070 unvested restricted stock awards vested at the merger’s effective time and were cancelled for a cash payment based on $16.75 per underlying share plus accrued dividends, less tax withholdings, leaving Yemenidjian with no remaining reported common stock. The common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.
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Insights
Director equity fully cashed out in go-private merger at $16.75.
The transactions show how a going‑private merger impacts insider equity. Alex Yemenidjian’s 181,060 common shares were cancelled at $16.75 per share in cash when Guess?, Inc. was acquired and became a wholly owned subsidiary of a Parent entity.
Unvested restricted stock awards covering 22,070 shares also vested at the effective time and converted into cash based on $16.75 per underlying share plus accrued dividends, subject to withholding. Following these steps, no common stock remains reported, and the company’s shares will be delisted and deregistered, ending its status as a publicly traded issuer.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock | 181,060 | $16.75 | $3.03M |
| Other | Common Stock | 22,070 | $16.75 | $370K |
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.
