Welcome to our dedicated page for Guess SEC filings (Ticker: GES), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Guess?, Inc. (NYSE: GES) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures, including current reports on Form 8-K and other documents filed with the U.S. Securities and Exchange Commission. These filings offer detailed information on Guess?’s financial performance, capital structure, governance matters and the pending take-private transaction with Authentic Brands Group LLC and related entities.
Recent Form 8-K filings include earnings releases furnished under Item 2.02, which present quarterly results such as net revenue by segment, operating margins, segment operating margins and the impact of currency and derivative instruments related to the company’s 3.75% convertible senior notes due 2028. Other 8-K filings describe the April 2024 acquisition of rag & bone’s operating assets and the joint venture for rag & bone intellectual property, as well as subsequent licensing partnerships for rag & bone eyewear and watches.
Filings related to the Agreement and Plan of Merger with Authentic Brands Group LLC are particularly important for GES shareholders. A Form 8-K dated August 20, 2025 outlines the Merger Agreement, the planned pre-closing restructuring of Guess? intellectual property, the cash consideration to be paid to shareholders other than Rolling Stockholders, and the resulting ownership structure. Later 8-Ks discuss regulatory clearances, the mailing of the definitive proxy statement on Schedule 14A, the joint Schedule 13E-3 transaction statement and the results of the November 21, 2025 special meeting at which shareholders adopted the Merger Agreement and approved the disposition.
These filings also explain that, upon completion of the merger, Guess? 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 Securities Exchange Act of 1934. Through Stock Titan, users can monitor new GES filings as they appear on EDGAR and use AI-powered summaries to understand key points from lengthy documents such as proxy statements, merger agreements and current reports.
Guess?, Inc. has completed its go-private merger with Glow Merger Sub 1, Inc., an affiliate of Authentic Brands Group, under an Agreement and Plan of Merger dated August 20, 2025. On January 23, 2026, Merger Sub merged into Guess?, with Guess? surviving as a wholly owned subsidiary of Glow Holdco 1, Inc.
As a result, Guess? common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934. The Form 4 shows various Marciano-related trusts, foundations and LLCs transferring their Guess? shares to a newly formed affiliate of the “Rolling Stockholders” immediately before the effective time of the merger, or having shares cancelled at the effective time in exchange for $16.75 per share in cash, without interest and less taxes. After these transactions, the reporting group indicates it no longer collectively owns more than 10% of the common stock.
Guess?, Inc. entered a change-of-control transaction that will take the company private and remove its stock from public trading. On January 23, 2026, Glow Merger Sub 1, Inc. merged into Guess?, Inc. under a merger agreement with Authentic Brands Group LLC and Glow Holdco 1, Inc., leaving Guess? as a wholly owned subsidiary of Glow Holdco 1. As a result, the company’s common stock will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.
Reporting person Paul Marciano, a director, Chief Creative Officer and 10% owner, reported several equity award and restructuring transactions around the merger. On January 22, 2026, an employee stock option to buy 348,157 shares at $6.39 was exercised into common stock, with shares withheld at prices around the merger cash value to cover obligations. At the merger’s effective time, unvested RSUs and performance-based RSUs vested and converted into common stock. Immediately before effectiveness, large blocks of directly and indirectly held shares, including those held by various trusts and LLCs associated with Marciano, were contributed or transferred to a newly formed affiliate of the “Rolling Stockholders” under an Interim Investors Agreement.
Guess?, Inc. insider Nicolai D. Marciano reported multiple equity changes tied to the company’s take‑private merger. On January 22, 2026, he exercised 15,000 employee stock options at
Guess?, Inc. completed a merger in which Glow Merger Sub 1, Inc. combined with the company, leaving Guess? as a wholly owned subsidiary of Glow Holdco 1, Inc. As a result, the company’s common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934. In connection with this transaction, entities associated with 10% owner Maurice Marciano transferred blocks of Guess? common stock, including 4,025,109 shares held by the Maurice Marciano Trust and 1,347,650 shares held by MM CRUT LLC, at a reported price of $0.00 per share, to a newly formed affiliate of the rolling stockholders immediately before the merger became effective.
Guess Inc. insiders filed a joint Form 4 to update their ownership status. The reporting persons state they may be deemed to be members of a Section 13(d) group that no longer collectively beneficially owns more than 10% of Guess Inc.'s outstanding common stock.
They expressly disclaim beneficial ownership of securities beneficially owned by the other group members and indicate that no securities are beneficially owned. No specific acquisitions, sales, or other transactions in Guess Inc. securities are reported in this filing.
Guess?, Inc. CEO Carlos Alberini reported multiple equity transactions linked to the closing of the company’s merger with Authentic Brands Group. On January 22, 2026, he exercised an employee stock option for 348,157 shares of common stock at $6.39 per share and had shares withheld for taxes at prices including $16.81. On January 23, 2026, outstanding unvested RSUs and performance-based RSUs vested under the merger terms and converted into common stock, including an award of 485,520 shares at $0 price. That same day, options covering 600,000 shares were cancelled for no consideration and large blocks of common stock, including 208,410 shares held by Alberini Family LLC and 1,206,208 shares held by the Carlos and Andrea Alberini Trust, were transferred to a new affiliate of the rolling stockholders. The merger makes Guess? a wholly owned subsidiary of the buyer and the common stock will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.
Guess?, Inc. filed a post-effective amendment to certain shelf registration statements on Form S-3 to deregister any of its securities that were previously registered but remain unsold. This follows the completion of a merger in which Glow Merger Sub 1, Inc. merged into Guess?, Inc., and Guess? became a wholly owned subsidiary of Authentic Brands Group LLC through Parent, Glow Holdco 1, Inc.
The amendment applies to three historical resale registration statements that had covered up to 5,700,000 shares, 4,414,492 shares, and 216,216 shares of common stock, respectively, for secondary offerings by selling stockholders. Each affected registration statement is amended to remove from registration all such unsold securities in line with Guess?’s prior undertakings under the Securities Act.
Guess?, Inc. filed a post-effective amendment to clean up older shelf registrations now that it has been acquired. Following the merger in which Guess? became a wholly owned subsidiary of Authentic Brands Group LLC’s parent entity, the company terminated all offerings under three existing Form S-3 registration statements.
The amendment deregisters any shares of common stock that were previously registered but remain unsold under those historical resale registrations, which had covered up to 5,700,000 shares at a proposed maximum price of $12.14 per share, 4,414,492 shares at $4.00 per share, and 216,216 shares at $9.375 per share, all for secondary offerings by selling stockholders. This is an administrative step to remove unused registered securities after the merger closing.