Guess SEC Filings

Marciano Nicolai D. filed an Initial Form 3 reporting his beneficial ownership in GUESS, Inc. (GES). He directly owns 23,678 shares of common stock and holds two employee stock options exercisable for 3,800 shares at $17.35 (exercisable 03/29/2029) and 15,000 shares at $12.07 (exercisable 06/10/2029). The filing notes he may be part of a Section 13(d) group that collectively owns over 10% of outstanding stock, though he disclaims ownership of other members' shares.

GUESS, Inc. (GES) initial Form 3 shows a group of related trusts and foundations tied to the Marciano family reporting direct ownership of multiple blocks of common stock. Individual holdings listed include 349,491, 1,470,668, 1,347,650 and other positions across ten reporting entities. The filers state they "may be deemed to be members of a Section 13(d) group" that collectively owns more than 10% of outstanding common stock, and each reporting person disclaims ownership of other members' shares except for any pecuniary interest.

Guess, Inc. is seeking stockholder approval of a proposed going-private merger in which Authentic (with Parent and Merger Sub) would acquire Guess and effect a multi-step Pre-Closing Restructuring that moves Guess intellectual property into newly formed Company IPCos (a Swiss and a U.S. IPCo). Immediately prior to the Merger, Authentic will purchase at least 51% of the Company IPCos and Parent (or its designee) may acquire up to 19%. The Guess Special Committee unanimously recommended, and the Guess Board (with two recusals) approved, the Merger Agreement and related transactions. The proxy discloses a Per Share Merger Consideration of $16.75, a termination fee payable by Guess of $23,297,914, projected revenue ranges and multi-year financial projections, and detailed Merger-related compensation estimates for named executives. The transaction is conditioned on customary regulatory approvals, the Pre-Closing Restructuring, no continuing Material Adverse Effect since August 20, 2025, and stockholder votes.

GUESS?, Inc. reported interim results reflecting recent strategic moves and financing activity while noting macroeconomic and trade-related headwinds. The company completed the acquisition of rag & bone operating assets on April 2, 2024 for approximately $57.1 million in cash and a potential earnout up to $12.8 million; no goodwill was recorded and a $46.5 million vendor consideration liability will be amortized over five years. The Company disclosed a Proposed Take-Private Transaction with Authentic Brands Group whereby public shareholders (other than certain Rolling Stockholders) would receive $16.75 per share in cash and the company would cease to be publicly traded.

Key balance sheet and financing notes include $275 million of 3.75% convertible senior notes due 2028 (initial conversion price ~$24.70, adjusted conversion price ~$21.80 as of August 2, 2025), and borrowings under its 2024 European credit facility of $249.1 million with $156.4 million undrawn capacity. Wholesale comprised 38% of consolidated net revenues in the recent periods. Advertising expense was $25.7 million and $51.0 million for the three and six months ended August 2, 2025, respectively. The effective tax rate was a benefit of 2.2% for the six months ended August 2, 2025. Management highlighted uncertainty from consumer spending, inflation, tariffs and geopolitical events that could not be reasonably estimated.

Reporting group led by Paul and Maurice Marciano agreed to support a merger of Guess?, Inc. with a newly formed Authentic Brands Group vehicle at $16.75 per share. The group collectively holds substantial positions: they represent 49.972% of the outstanding common stock according to the Voting Agreement and, including exercisable options, beneficially own 27,337,653 shares (51.2% on an as-exercised basis). The Merger Agreement contemplates a pre-closing IP restructuring that will transfer most intellectual property to newly formed IPCo entities, a sale of 51% of IPCo to Authentic and up to 19% to IPCo Holdings, and a merger that would leave the surviving company owned by certain Reporting Persons and management. The Reporting Persons entered a Voting and Support Agreement and an Interim Investors Agreement requiring them to vote for the merger, limit transfers, waive appraisal rights and cooperate on pre-closing transactions.

Guess?, Inc. entered into an Agreement and Plan of Merger with Authentic Brands Group LLC, Glow Holdco 1, Inc. and Glow Merger Sub 1, Inc. under which Merger Sub will merge into Guess?, with surviving company becoming a subsidiary of Parent.

Each outstanding Guess? common share (other than specified excluded shares and dissenting shares) will be converted into the right to receive $16.75 per share in cash. Certain insider/Supporting Stockholders agreed to vote in favor of the transaction and will transfer interests to IPCo Holdings. Intellectual property will be moved into newly formed Company IPCos, of which post-closing ownership is expected to be 51% Authentic and 49% Rolling Stockholders. The Surviving Corporation is expected to be wholly owned by certain Rolling Stockholders and current management will continue to run the business. Equity awards (options, PSUs, RSUs, RSAs) will accelerate and be cashed out at the Per Share Merger Consideration (less exercise prices and applicable withholding). The company expects the transaction to close in the fourth quarter of fiscal 2026 (ending January 31, 2026).

Guess?, Inc. (GES) Form 3 filing: Newly appointed Chief Financial Officer Alberto Michele Maria Toni has submitted an Initial Statement of Beneficial Ownership dated 06/12/2025 and signed 06/20/2025.

The filing shows ownership of 33,278 restricted stock units (RSUs), reported as direct holdings. These RSUs will convert into Guess? common shares upon vesting. No other non-derivative or derivative securities are disclosed, and no changes to existing share counts, option grants, or major transactions are mentioned.

The document is routine Section 16 compliance, confirming the CFO’s equity stake and aligning executive incentives with shareholders. No financial performance metrics or strategic developments are included.