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SCHEDULE Filed 2026-01-23 Event 2026-01-23 SEC 0001104659-26-006238 →

MARCIANO PAUL GUESS INC

Stake: Shares: CUSIP: 401617105 Class: Common Stock

Item 4 — Purpose of Transaction

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows: On January 23, 2026, at 8:05 a.m. ET (the "Effective Time"), pursuant to the previously announced Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 20, 2025, by and among the Issuer, 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 Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Parent. Immediately prior to the Effective Time, each Subject Share (other than those that were instead converted into the right to receive $16.75 in cash, without interest) was contributed (or otherwise transferred), directly or indirectly, to one or more affiliates of the Reporting Persons, pursuant to the terms of the Pre-Closing Restructuring as set forth in the Interim Investors Agreement, dated as of August 20, 2025, by and among Authentic and the Reporting Persons party thereto. At the Effective Time, each Subject Share was cancelled without payment of any consideration therefor (other than those that were instead converted into the right to receive $16.75 in cash, without interest) and ceased to exist. In connection with the consummation of the Merger, the Common Stock was suspended from trading on the New York Stock Exchange ("NYSE") prior to the opening of trading on January 23, 2026. In addition, NYSE has filed with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Act on Form 25 to delist the Common Stock from the NYSE and to deregister the Common Stock under the Securities Exchange Act of 1934, as amended. As a result, the Common Stock will no longer be listed on the NYSE. The foregoing descriptions of the Merger Agreement and Interim Investors Agreement do not purport to be complete and are qualified in their entirety by reference to the text of such agreements, which with respect to (i) the Merger Agreement, was filed as Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed with the SEC on August 20, 2025 and (ii) the Interim Investors Agreement, was filed as Exhibit 99.5 to Amendment No. 1, each of which is incorporated into this Item 4 by reference.

Cross-References

Insider Activity (last 365d)
0 transactions
0 buys · 0 sales · 0 awards/exercises
Issuer Cluster
6 13D/G filings on this issuer
5 other filings besides this one
Filer Track Record
3 filings by this filer
2 other filings in the data moat
Short Interest
Not in latest FINRA snapshot

Other 13D/G Filings on GUESS INC

FiledFormFilerStakeShares
2025-03-17 SCHEDULE MARCIANO MAURICE 9.60% 4,947,179 view →
2025-03-17 SCHEDULE MARCIANO PAUL 37.60% 19,501,840 view →
2024-04-02 SC MARCIANO MAURICE view →
2024-04-02 SC MARCIANO PAUL view →
2023-10-05 SC MARCIANO MAURICE view →

Other Filings by MARCIANO PAUL

FiledFormIssuerStakeShares
2025-03-17 SCHEDULE GUESS INC 37.60% 19,501,840 view →
2024-04-02 SC GUESS INC view →

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