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 filed a post-effective amendment to deregister any remaining unsold shares from three older shelf registration statements on Form S-3 after completing its merger with Glow Merger Sub 1, Inc., an affiliate of Authentic Brands Group LLC. As a result of the merger, Guess? became a wholly owned subsidiary of Glow Holdco 1, Inc. and terminated all offerings of its securities under these registrations.
The amendment removes from registration any unsold shares that had previously been registered for secondary offerings by selling stockholders, including up to 5,700,000 shares of common stock under File No. 333-111895, 4,414,492 shares under File No. 333-105041, and up to 216,216 shares under File No. 333-38333.
Guess?, Inc. has completed its sale and gone private. On January 23, 2026, Guess? merged with Glow Merger Sub 1, Inc., an affiliate of Authentic Brands Group, and became a wholly owned subsidiary of Glow Holdco 1, Inc.
Each eligible share of Guess? common stock was converted into the right to receive $16.75 in cash, while other shares held through affiliates were cancelled in connection with a pre-closing restructuring. Following the merger, the company’s common stock was suspended from trading on the NYSE and a Form 25 was filed to delist and deregister the shares.
The filing shows that the reporting group, including Paul and Maurice Marciano and Carlos Alberini, now reports 0 shares beneficially owned, or 0.0% of the common stock, and this amendment serves as their exit filing for Guess? ownership.
Guess Inc. has had its common stock removed from listing and registration on the New York Stock Exchange under Section 12(b) of the Securities Exchange Act of 1934. The Form 25 filing states that the NYSE has complied with its own rules to strike this class of securities from listing and/or withdraw its registration, and references the SEC’s Rule 12d2-2 provisions for delisting and voluntary withdrawal. The notification is signed on behalf of the NYSE by an authorized analyst, confirming the exchange’s belief that it meets all requirements to file this form.
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
The merger triggered change-of-control provisions in Guess?’s
GUESS?, Inc. insider updates reported share ownership in an amended filing. The reporting person now shows beneficial ownership of 22,813 shares of GUESS? common stock, held directly. This amendment corrects an administrative error in a prior filing that had overstated the holdings by 865 shares. The individual notes he may be considered part of a group that collectively owns more than 10% of GUESS?'s outstanding common stock, but he formally disclaims beneficial ownership of securities held by other group members.
Guess?, Inc. reported improved profitability for the quarter ended November 1, 2025 while progressing toward a planned take-private transaction. Quarterly net revenue was $791.4 million, up from $738.5 million a year earlier, driven by higher product sales. Net earnings attributable to Guess?, Inc. were $25.6 million, compared with a loss of $23.4 million in the prior-year quarter, with diluted EPS of $0.48.
For the first nine months of the fiscal year, net revenue reached $2.21 billion and the company recorded a small net loss of $1.0 million, a marked improvement from a $21.0 million loss a year earlier. Operating cash flow for the nine months was a use of $38.0 million, better than the $61.6 million use in the prior-year period, while total assets were $3.01 billion and total liabilities $2.44 billion as of November 1, 2025.
The company also detailed a proposed take-private transaction with Authentic Brands Group. Under a Merger Agreement, shareholders other than specified Rolling Stockholders would receive $16.75 per share in cash, and Guess? would cease to be publicly traded. Shareholders approved the Merger Agreement and related asset Disposition on November 21, 2025, though certain required regulatory approvals remain pending. The agreement includes a potential $23.3 million termination fee payable to Authentic under specified circumstances.
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
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
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.