[8-K] GUESS INC Reports Material Event

Rhea-AI Filing Summary

Guess?, Inc. reported that it issued a press release announcing financial results for the quarter ended November 1, 2025, and confirmed that stockholders approved its previously announced merger with Authentic Brands Group LLC. Under the merger, Guess? will become a wholly owned subsidiary of Glow Holdco 1, Inc. and will cease to be publicly traded, with its common stock to be delisted from the New York Stock Exchange and deregistered under the Exchange Act.

At the special meeting, 52,151,734 shares of common stock were eligible to vote as of the record date and 42,067,494 shares were present, constituting a quorum. The merger proposal received Statutory Merger Approval with 41,501,758 votes for, 484,707 against, and 81,029 abstaining, and Unaffiliated Stockholder Approval with 14,296,425 votes for, 484,707 against, and 81,029 abstaining. Stockholders also approved, on a non-binding advisory basis, the compensation that will or may become payable to named executive officers in connection with the merger, with 30,282,011 votes for, 11,685,202 against, and 100,277 abstaining.

Insights

M&A and corporate actions analyst

Guess? stockholders approved the take-private merger and related pay packages.

The key development is formal stockholder approval of the merger between Guess?, Inc. and an affiliate of Authentic Brands Group LLC. Both the overall Statutory Merger Approval and the separate Unaffiliated Stockholder Approval thresholds were met, satisfying important conditions in the merger agreement for the transaction to proceed and for Guess? to become a wholly owned private subsidiary.

The Statutory Merger Approval received 41,501,758 votes for, versus 484,707 against and 81,029 abstentions, out of 52,151,734 shares entitled to vote as of the record date. Among disinterested holders, 14,296,425 votes supported the merger, with the same 484,707 against and 81,029 abstaining. These tallies indicate strong support across the overall base and the unaffiliated cohort defined in the merger process.

Separately, stockholders approved, on a non-binding advisory basis, the merger-related compensation for named executive officers, with 30,282,011 votes for, 11,685,202 against, and 100,277 abstaining. The company also furnished a press release with financial results for the quarter ended November 1, 2025 as an exhibit; that disclosure complements the corporate action by updating recent operating performance ahead of the go-private transaction.

GUESS INC0000912463false00009124632025-11-212025-11-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 21, 2025

GUESS?, INC.

(Exact name of registrant as specified in its charter)

Delaware			1-11893			95-3679695
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

Strada Regina 44, Bioggio, Switzerland CH-6934

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (213) 765-3100

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

GES

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company			☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

Guess?, Inc. (the “Company”) issued a press release on November 25, 2025 announcing its financial results for the quarter ended November 1, 2025. A copy of the press release is being furnished as Exhibit 99.1 attached hereto.

The information in this Item 2.02 of Form 8-K is being furnished hereby and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On November 21, 2025, the Company held a special meeting of stockholders virtually via live audio webcast (the “Special Meeting”). As of the close of business on October 20, 2025, the record date for the Special Meeting (the “Record Date”), there were a total of 52,151,734 shares of common stock, $0.01 par value per share, of the Company (the “Company Common Stock”) outstanding and eligible to vote. At the Special Meeting, 42,067,494 shares of Company Common Stock were represented in person or by proxy and, therefore, a quorum was present for the Special Meeting. A summary of the voting results for the following proposals, each of which is described in detail in the Company’s definitive proxy statement, dated October 21, 2025 (the “Definitive Proxy Statement”), and first mailed to the Company’s stockholders on or about the date thereof, is set forth below.

1. Merger Proposal:

As previously disclosed, on August 20, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Authentic Brands Group LLC (“Authentic”), Glow Holdco 1, Inc. (“Parent”), and Glow Merger Sub 1, Inc. (“Merger Sub”), pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”). As a result of the Merger, the Company will cease to be a publicly traded company and its common stock will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.

Pursuant to the Merger Agreement, at the Special Meeting, the Company’s stockholders voted upon a proposal to approve a proposal to adopt the Merger Agreement and approve the Merger and a resolution approving the Disposition (as defined in the Definitive Proxy Statement) (the “Merger Proposal”). Approval of the Merger Proposal required the affirmative vote of (i) the holders of a majority of the outstanding shares of the Company Common Stock entitled to vote on the Merger Proposal (the “Statutory Merger Approval”) and (ii) a majority of the votes cast by the disinterested stockholders (as such term is defined in Section 144 of the General Corporation Law of the State of Delaware, and excluding any stockholder that is not an Unaffiliated Company Stockholder (as defined in the Definitive Proxy Statement)) (the “Unaffiliated Stockholder Approval”). As of the Record Date, 24,946,401 shares of the Company Common Stock were outstanding and held by the disinterested stockholders and entitled to vote for purposes of the Unaffiliated Stockholder Approval.

At the Special Meeting, the Company’s stockholders approved the Merger Proposal as follows:

			For			Against			Abstain			Broker Non-Votes
Statutory Merger Approval			41,501,758			484,707			81,029			0
Unaffiliated Stockholder Approval			14,296,425			484,707			81,029			0

2. Compensation Proposal:

At the Special Meeting, the Company’s stockholders voted upon a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger (the “Compensation Proposal”). Approval of the Compensation Proposal required the affirmative vote of a majority of shares of the Company Common Stock present or represented by proxy at the Special Meeting and entitled to vote thereat.

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At the Special Meeting, the Company’s stockholders approved, on a non-binding advisory basis, the Compensation Proposal as follows:

Votes For			Votes Against			Votes Abstaining			Broker Non-Votes
30,282,011			11,685,202			100,277			0

3. Adjournment Proposal:

Because the Merger Proposal was approved, the proposal to adjourn the Special Meeting, from time to time, to a later date or dates, if deemed by the Special Committee (as defined in the Definitive Proxy Statement) to be necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the Merger Proposal (the “Adjournment Proposal”), was rendered moot and was not called for a vote at the Special Meeting.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

			Exhibit No.			Description
			99.1			Press Release of Guess?, Inc. dated November 25, 2025 (financial results for the quarter ended November 1, 2025).
			104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:			November 25, 2025			GUESS?, INC.
						By:			/s/ Alberto Toni
									Alberto Toni Chief Financial Officer

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FAQ

What did GES stockholders approve at the November 21, 2025 special meeting?

Stockholders of Guess?, Inc. (GES) approved the merger agreement with Authentic Brands Group LLC, under which Guess? will merge with a subsidiary of Glow Holdco 1, Inc., become a wholly owned subsidiary, and cease to be publicly traded.

How many GES shares were eligible to vote and present at the special meeting?

As of the October 20, 2025 record date, there were 52,151,734 shares of Guess? common stock outstanding and entitled to vote. At the special meeting, 42,067,494 shares were represented in person or by proxy, providing a quorum.

What were the voting results for the GES Statutory Merger Approval?

The Statutory Merger Approval received 41,501,758 votes for, 484,707 votes against, and 81,029 abstentions, with zero broker non-votes, meeting the requirement for approval by a majority of outstanding shares entitled to vote.

How did unaffiliated GES stockholders vote on the merger proposal?

For the Unaffiliated Stockholder Approval, disinterested stockholders cast 14,296,425 votes for, 484,707 votes against, and 81,029 abstentions, with zero broker non-votes, satisfying the separate majority-of-votes-cast condition.

What happened to the proposal to adjourn the GES special meeting?

Because the merger proposal was approved, the adjournment proposal, which would have allowed the special meeting to be postponed to solicit additional proxies, was rendered moot and was not called for a vote.

Did GES stockholders approve the merger-related executive compensation?

Yes. On a non-binding advisory basis, stockholders approved the compensation that will or may become payable to named executive officers in connection with the merger, with 30,282,011 votes for, 11,685,202 against, and 100,277 abstentions.

What financial information did GES provide alongside the merger vote results?

Guess? furnished as Exhibit 99.1 a press release dated November 25, 2025 announcing its financial results for the quarter ended November 1, 2025; detailed figures are contained in that press release.