Guess (NYSE: GES) director’s shares and RSUs cashed out at $16.75 in merger
Rhea-AI Filing Summary
Guess?, Inc. director Michael Elsa reported the cash-out of his equity in connection with the company’s merger. On January 23, 2026, Guess? merged with a subsidiary of Glow Holdco 1, Inc., becoming a wholly owned subsidiary.
At the merger’s effective time, 7,735 shares of Guess? common stock held directly by Elsa were cancelled and converted into the right to receive $16.75 per share in cash. In a separate entry, 14,446 unvested restricted stock units vested, were cancelled, and were converted into an equivalent cash payment based on $16.75 per underlying share, plus any accrued dividends. Following these transactions, Elsa no longer directly owned Guess? common stock, and the company’s common stock will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.
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Insights
Guess? merger closes; director equity is fully cashed out at $16.75.
The filing shows completion of a merger in which Guess?, Inc. becomes a wholly owned subsidiary of Glow Holdco 1, Inc. Director Michael Elsa has 7,735 common shares cancelled for $16.75 per share and 14,446 RSUs similarly cashed out.
This indicates a full liquidity event for his reported direct holdings, with post-transaction ownership dropping to zero common shares. The company’s common stock will be delisted from the NYSE and deregistered under the Exchange Act, confirming a transition from public to private ownership and ending public trading access to GES shares.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock | 7,735 | $16.75 | $130K |
| 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 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.
