{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-24-006006","form_type":"8-K","ticker":null,"cik":"0000912463","company_name":"GUESS INC","filed_at":"2024-01-10T23:59:59+00:00","discovered_at":"2026-05-14T18:03:27.257824+00:00","generated_at":"2026-06-07T01:12:56.129654+00:00","sec_items":["1.01","2.03","3.02","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"Guess exchanges $67.1M of 2% 2024 notes for $64.8M of 3.75% 2028 notes; enters hedge and warrant transactions","bullets":["Exchanged ~$67.1M aggregate principal of 2.00% convertible notes due 2024 for ~$64.8M of additional 3.75% convertible notes due 2028.","New notes rank equally with existing 2028 notes; same CUSIP and terms.","Purchased convertible note hedge (call options) covering ~2.7M shares to offset dilution from conversion of additional notes.","Sold warrants to same counterparty covering ~2.7M shares with strike price of ~$41.37 per share; may dilute if stock exceeds strike.","Transactions are privately negotiated; no registration statement plans for resale."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-24-006006","json":"https://secwatch.observer/filing/0001193125-24-006006.json","markdown":"https://secwatch.observer/filing/0001193125-24-006006.md","text":"https://secwatch.observer/filing/0001193125-24-006006.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/912463/000119312524006006/0001193125-24-006006-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/912463/000119312524006006/d706600d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-07T01:12:56.129654+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"f72170fe59089f4ac8db155a2099665a75151e91","claim":"GUESS INC incurred convertible notes of $64.8 million with holders of the 2.00% convertible senior notes due 2024 at 3.75% maturing 2028.","evidence_excerpt":"the Company exchanged approximately $67.1 million in aggregate principal amount of the 2024 Notes for approximately $64.8 million in aggregate principal amount of additional 3.75% convertible senior notes due 2028 (the “Additional 2028 Notes”) (collectively, the “Exchange Transactions”).","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/912463/000119312524006006/0001193125-24-006006-index.htm","confidence":0.99,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"$64.8 million"},{"label":"Counterparty","value":"holders of the 2.00% convertible senior notes due 2024"},{"label":"Rate","value":"3.75%"},{"label":"Maturity","value":"2028"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"476b0e0be46e2a68f4747b2ac7cbb9c088fe2279","claim":"GUESS INC entered into Hedge Transaction with a financial institution (the “Option Counterparty”) (effective 2024-01-05).","evidence_excerpt":"On January 5, 2024, the Company entered into a convertible note hedge transaction (the “Hedge Transaction”) with a financial institution (the “Option Counterparty”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/912463/000119312524006006/0001193125-24-006006-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"a financial institution (the “Option Counterparty”)"},{"label":"Effective","value":"2024-01-05"}],"fact_type":"material_agreement"},{"claim_id":"64951941940ce8018fb6df48d834a18927c8e091","claim":"GUESS INC entered into Warrant Transaction with the Option Counterparty valued at approximately $41.37 per share (effective 2024-01-05).","evidence_excerpt":"Separately, the Company also entered into a privately negotiated warrant transaction (the “Warrant Transaction”) with the Option Counterparty relating to, subject to anti-dilution adjustments, approximately 2.7 million shares of the Company’s common stock, with a strike price of approximately $41.37 per share.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/912463/000119312524006006/0001193125-24-006006-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"the Option Counterparty"},{"label":"Value","value":"approximately $41.37 per share"},{"label":"Effective","value":"2024-01-05"}],"fact_type":"material_agreement"},{"claim_id":"d13cc61171d46aa63c09cd3e8e6e567bc7727e57","claim":"GUESS INC entered into Exchange and Subscription Agreements with a limited number of holders of its 2.00% convertible senior notes due 2024 valued at approximately $67.1 million in aggregate principal amount of the 2024 Notes for approximately $64.8 (effective 2024-01-10).","evidence_excerpt":"On January 10, 2024, Guess?, Inc. (the “Company”) completed its previously announced separate, privately negotiated exchange and subscription agreements (the “Exchange and Subscription Agreements”) with a limited number of holders of its 2.00% convertible senior notes due 2024 (the “2024 Notes”)","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/912463/000119312524006006/0001193125-24-006006-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"a limited number of holders of its 2.00% convertible senior notes due 2024"},{"label":"Value","value":"approximately $67.1 million in aggregate principal amount of the 2024 Notes for approximately $64.8"},{"label":"Effective","value":"2024-01-10"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}