YEMENIDJIAN ALEX 4
Accession 0001190286-26-000002
Filed
Jan 26, 7:00 PM ET
Accepted
Jan 27, 9:53 PM ET
Size
7.7 KB
Accession
0001190286-26-000002
Research Summary
AI-generated summary of this filing
Guess (GES) Chairman Alex Yemenidjian Sells 203,130 Shares
What Happened
Alex Yemenidjian, Director and Chairman of the Board of Guess, Inc. (GES), had a total of 203,130 shares converted into cash on January 23, 2026 and received $3,402,428.00. The filing shows two dispositions: 181,060 shares at $16.75 each ($3,032,755) and 22,070 shares at $16.75 each ($369,673). These were not open-market sales but cash payments in connection with the company’s merger.
Key Details
- Transaction date: January 23, 2026; Report filed: January 27, 2026 (appears timely — within two business days).
- Price: $16.75 per share for both lots. Total proceeds: $3,402,428.00.
- Reporting code: "J" (other acquisition/disposition) — reported as a merger/cash-out conversion.
- Shares owned after the transaction: not specified in the filing.
- Footnotes:
- F1: Transactions resulted from the closing of the Merger Agreement (Guess merged into a subsidiary of Authentic Brands Group); Guess common stock will be delisted and deregistered.
- F2: Outstanding common shares were cancelled and converted into the right to receive $16.75 per share in cash (less tax withholdings).
- F3: Unvested restricted stock awards vested at the Effective Time and were cancelled and converted into cash equal to vested shares × $16.75 plus any accrued dividends (less tax withholdings).
Context
These dispositions are merger-related cash-outs (shares cancelled and converted to cash) rather than voluntary open-market sales. The filing shows conversion of both outstanding shares and vested restricted stock awards under the merger terms. Such merger cash-outs reflect transaction terms, not necessarily insider sentiment about the company’s future.
Insider Transaction Report
- Other
Common Stock
[F1][F2]2026-01-23$16.75/sh−181,060$3,032,755→ 22,070 total - Other
Common Stock
[F1][F3]2026-01-23$16.75/sh−22,070$369,673→ 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 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.
Signature
Issuer
GUESS INC
CIK 0000912463
Related Parties
1- filerCIK 0001190286
Filing Metadata
- Form type
- 4
- Filed
- Jan 26, 7:00 PM ET
- Accepted
- Jan 27, 9:53 PM ET
- Size
- 7.7 KB