Every 8-K that Guess (GES) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow GES and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full GES filings page.
Guess?, Inc. has completed its merger with affiliates of Authentic Brands Group and Glow Holdco 1, Inc., making Guess? a wholly-owned subsidiary of Glow Holdco and ending its status as a publicly traded company. Each outstanding share of common stock (other than specified Excluded Shares and validly perfected appraisal shares) was converted into the right to receive $16.75 in cash per share, without interest. Following the deal, newly formed intellectual property companies are owned 51% by Authentic affiliates and 49% by Rolling Stockholders.
The merger triggered change-of-control provisions in Guess?’s 3.75% Convertible Senior Notes due 2028, with $351,947,000 principal outstanding. Noteholders may, until February 20, 2026, require the company to repurchase their notes at 100% of principal plus accrued interest or instead convert them for cash equal to $768.3761 per $1,000 principal if converted during this period. Guess? is terminating related hedge and warrant transactions, under which option counterparties will pay approximately $33,000,000 to the company and Guess? will pay approximately $16,000,000. The company has requested NYSE delisting of its shares and plans to file Form 15 to suspend its SEC reporting obligations.
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.
Guess?, Inc. filed an update on its planned merger with Authentic Brands, focusing on shareholder communications, legal challenges and additional disclosure. The company reports a total of 15 stockholder letters alleging disclosure omissions, plus seven demands for books and records related to the merger process.
Two stockholder complaints, Williams v. Guess?, Inc. and Clark v. Guess?, Inc., were filed in New York state court seeking to delay the merger until additional information is provided; Guess states it believes these claims are without merit. The company also notes the merger has received antitrust clearance from the Republic of Cyprus and provides supplemental proxy details on its bankers’ comparable company and transaction analyses, projected financials, and the fee and relationship structure of its financial advisor, Solomon.
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?, Inc. furnished an update on its recent performance by submitting a current report that directs investors to a press release with financial results for the quarter ended August 2, 2025. The company states that the press release, dated August 27, 2025 and attached as Exhibit 99.1, contains the detailed quarterly results and financial condition information.
The company also clarifies that the information about these results is being furnished rather than filed, meaning it is not subject to certain liability provisions of the securities laws and will only be incorporated into other regulatory documents if specifically referenced.
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).