8-K
filed January 23, 2026, 6:59 PM ET
CIK 0000912463
M&A
confidence high
sentiment neutral
materiality 1.00
GUESS INC: M&A transaction — Guess? completes going-private transaction; Authentic acquires 51% of IP for $16.75/share
GUESS INC
- Merger closed Jan 23, 2026; public shareholders received $16.75 cash per share; stock delisted from NYSE.
- Authentic Brands Group now owns 51% of Guess? IP; Rolling Shareholders (Marcianos, Alberini) own 49%.
- Current Guess? management owns 100% of operating company and will continue running business.
- Guess? has $6B global retail-equivalent sales; becomes Authentic's second-largest brand, boosting portfolio to $38B.
- All pre-Merger directors resigned; Paul Marciano and Carlos Alberini became directors of surviving corporation.
Key facts
Extracted from this filing and checked against the source text.
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
GUESS INC completed an acquisition involving Authentic Brands Group LLC affiliates (closed 2026-01-23).
- Action
- acquisition
- Counterparty
- Authentic Brands Group LLC affiliates
- Closing
- 2026-01-23
Exact text from the filing
certain affiliates of Authentic purchased all right, title and interest in and to 51% of the issued and outstanding equity interests of certain newly-formed subsidiaries of the Company that acquired the Company’s intellectual property
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
GUESS INC underwent a change of control involving Authentic Brands Group LLC, Glow Holdco 1, Inc., and Glow Merger Sub 1, Inc. (closed 2026-01-23).
- Action
- change of control
- Counterparty
- Authentic Brands Group LLC, Glow Holdco 1, Inc., and Glow Merger Sub 1, Inc.
- Closing
- 2026-01-23
Exact text from the filing
On January 23, 2026 (the “ Closing Date ”), pursuant to the Agreement and Plan of Merger, dated as of August 20, 2025
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
GUESS INC terminated Hedge Transactions with certain Option Counterparties valued at approximately $33,000,000.
- Action
- termination
- Counterparty
- certain Option Counterparties
- Value
- approximately $33,000,000
Exact text from the filing
the Company and certain of the Option Counterparties agreed to terminate their related outstanding Hedge Transactions and Warrant Transactions. As a result, such Option Counterparties are required to make an aggregate payment of approximately $33,000,000 to the Company, and the Company is required to make an aggregate payment of approximately $16,000,000 to such Option Counterparties
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
GUESS INC terminated Warrant Transactions with certain Option Counterparties valued at approximately $16,000,000.
- Action
- termination
- Counterparty
- certain Option Counterparties
- Value
- approximately $16,000,000
Exact text from the filing
the Company and certain of the Option Counterparties agreed to terminate their related outstanding Hedge Transactions and Warrant Transactions. As a result, such Option Counterparties are required to make an aggregate payment of approximately $33,000,000 to the Company, and the Company is required to make an aggregate payment of approximately $16,000,000 to such Option Counterparties
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
GUESS INC entered into First Supplemental Indenture with U.S. Bank Trust Company, National Association, as trustee.
- Action
- entry
- Agreement
- notes offering
- Counterparty
- U.S. Bank Trust Company, National Association, as trustee
Exact text from the filing
the Company and U.S. Bank Trust Company, National Association, as trustee (the “ Trustee ”), entered into the First Supplemental Indenture, dated as of the Closing Date (the “ First Supplemental Indenture ”), to the Indenture, dated as of April 17, 2023, between the Company and the Trustee (the “ Original Indenture ” and, together with the First Supplemental Indenture, the “ Indenture ”), relating to the Company’s 3.75% Convertible Senior Notes due 2028 (the “ Notes ”).
View on SEC.gov
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