Guess SEC Filings

Guess?, Inc. (GES) reported a merger milestone. The Hart-Scott-Rodino waiting period for its proposed merger with Authentic Brands Group expired on October 27, 2025. The deal structure remains as previously disclosed: Merger Sub will merge into Guess?, which will continue as the surviving corporation and become a privately held company wholly owned by Parent.

Closing is still conditioned on regulatory approvals in other jurisdictions, approval of the Merger Proposal by stockholders, completion of the Pre-Closing Restructuring, and other customary conditions. The company has filed a Proxy Statement and a joint Schedule 13E-3; materials were mailed on or about October 21, 2025 and are available via the SEC and Guess? investor relations website.

Guess? (GES) called a special meeting to approve a going‑private merger with Authentic Brands Group. Holders of Guess common stock (other than Excluded and Dissenting Shares) would receive $16.75 in cash per share, without interest and less any required tax withholdings. The company says this represents an approximately 73% premium to the unaffected closing price on March 14, 2025.

The deal includes a pre‑closing restructuring to transfer Guess intellectual property to newly formed IPCo entities, followed by the sale of at least 51% of IPCo equity to Authentic and up to 19% to an affiliate of rolling stockholders, immediately prior to closing. After the merger, shares will be delisted from the NYSE and the company will stop filing Exchange Act reports.

Approval requires both a majority of outstanding shares entitled to vote and a majority of votes cast by disinterested stockholders. A Voting Agreement covers holders of about 49.898% as of the record date. The Special Committee and Board (with recusals) recommend voting FOR all proposals. The anticipated total consideration and related costs are approximately $1.475 billion. The merger agreement includes a $23,297,914 termination fee under specified circumstances.

GUESS, Inc. (GES) filed an initial Form 3 reporting that six named reporting persons may be members of a Section 13(d) group that collectively beneficially owns more than 10% of the company's common stock as of 08/21/2025. The filing states that the signatories expressly disclaim beneficial ownership of other group members' shares and that no securities are beneficially owned by the reporting persons on this Form 3. Multiple individuals signed the form on 10/06/2025.

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.