Toni Alberto Michele Maria 4
Accession 0002072145-26-000002
Filed
Jan 26, 7:00 PM ET
Accepted
Jan 27, 9:29 PM ET
Size
6.0 KB
Accession
0002072145-26-000002
Research Summary
AI-generated summary of this filing
GUESS (GES) CFO Toni Alberto Michele Maria Receives Cash for RSUs
What Happened Toni Alberto Michele Maria, Chief Financial Officer of Guess, Inc. (GES), had 33,278 shares disposed of (cash-settled) on January 23, 2026 at $16.75 per share, for a total of $557,407. The reported disposition reflects the cash conversion of vested restricted stock units (RSUs) rather than an open-market sale.
Key Details
- Transaction date and price: January 23, 2026 — 33,278 shares at $16.75 each (total $557,407). Transaction code: J (other acquisition/disposition).
- Shares owned after transaction: not specified in the reported data.
- Footnotes: The transaction was the result of a merger (Merger Agreement dated Aug 20, 2025) in which Guess, Inc. was acquired and will be delisted/deregistered. Outstanding unvested RSUs that vested at the Effective Time were cancelled and converted into the right to receive cash equal to shares × $16.75, plus any accrued dividends, less required tax withholdings.
- Filing date: Form 4 filed Jan 27, 2026 (transaction occurred Jan 23, 2026) — reported four days after the disposition.
Context This was a cash settlement of vested RSUs under the terms of the merger, not a routine open-market sale. Such cash-outs are common in M&A transactions and reflect deal consideration and plan terms rather than a standalone trading signal about the insider’s view of the company.
Insider Transaction Report
- Other
Common Stock
[F1][F2]2026-01-23$16.75/sh−33,278$557,407→ 0 total
Footnotes (2)
- [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 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.
Signature
Issuer
GUESS INC
CIK 0000912463
Related Parties
1- filerCIK 0002072145
Filing Metadata
- Form type
- 4
- Filed
- Jan 26, 7:00 PM ET
- Accepted
- Jan 27, 9:29 PM ET
- Size
- 6.0 KB