---
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"
generated_at: "2026-06-07T01:12:56.129654+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Guess exchanges $67.1M of 2% 2024 notes for $64.8M of 3.75% 2028 notes; enters hedge and warrant transactions

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-24-006006
- form_type: 8-K
- cik: 0000912463
- company_name: GUESS INC
- filed_at: 2024-01-10T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-006006
- JSON: https://secwatch.observer/filing/0001193125-24-006006.json
- Plain text: https://secwatch.observer/filing/0001193125-24-006006.txt

## Key facts
- Debt Financings
  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.
  - Instrument: convertible notes
  - Principal: $64.8 million
  - Counterparty: holders of the 2.00% convertible senior notes due 2024
  - Rate: 3.75%
  - Maturity: 2028
  - Event: incurrence
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/912463/000119312524006006/0001193125-24-006006-index.htm
- Material Agreements
  GUESS INC entered into Hedge Transaction with a financial institution (the “Option Counterparty”) (effective 2024-01-05).
  - Action: entry
  - Counterparty: a financial institution (the “Option Counterparty”)
  - Effective: 2024-01-05
  source text: On January 5, 2024, the Company entered into a convertible note hedge transaction (the “Hedge Transaction”) with a financial institution (the “Option Counterparty”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/912463/000119312524006006/0001193125-24-006006-index.htm
- Material Agreements
  GUESS INC entered into Warrant Transaction with the Option Counterparty valued at approximately $41.37 per share (effective 2024-01-05).
  - Action: entry
  - Counterparty: the Option Counterparty
  - Value: approximately $41.37 per share
  - Effective: 2024-01-05
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/912463/000119312524006006/0001193125-24-006006-index.htm
- Material Agreements
  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).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: a limited number of holders of its 2.00% convertible senior notes due 2024
  - Value: approximately $67.1 million in aggregate principal amount of the 2024 Notes for approximately $64.8
  - Effective: 2024-01-10
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/912463/000119312524006006/0001193125-24-006006-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.