8-K filed January 23, 2026, 6:59 PM ET CIK 0000912463

M&A confidence high sentiment neutral materiality 1.00

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.

item 1.01 item 1.02 item 2.01 item 2.03 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 7.01 item 9.01

Machine-readable event card

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accession: 0001193125-26-020386
form_type: 8-K
ticker: null
cik: 0000912463
company_name: GUESS INC
filed_at: 2026-01-23T23:59:59+00:00
discovered_at: 2026-05-14T18:02:38.013292+00:00
generated_at: 2026-05-16T08:39:01.004922+00:00
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event_type: m_and_a
sentiment: neutral
materiality_score: 1.0
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Source-grounded claims

0c15426cc1790b57aa4b538811a8fbc60d71a2d7

GUESS INC completed an acquisition involving Authentic Brands Group LLC affiliates (closed 2026-01-23).

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

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

641b5ce6ab4a6c21345a7a31276fdc3974a8d013

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).

On January 23, 2026 (the “ Closing Date ”), pursuant to the Agreement and Plan of Merger, dated as of August 20, 2025

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

3b25b313bfed0911f39b13700472b4606382a308

GUESS INC terminated Hedge Transactions with certain Option Counterparties valued at approximately $33,000,000.

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

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

90049f920948dc779988500d3c1105b14c95ed2f

GUESS INC terminated Warrant Transactions with certain Option Counterparties valued at approximately $16,000,000.

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

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

b4fdc05a2cfa0fab602335a3c48d2fa523f05fad

GUESS INC entered into First Supplemental Indenture with U.S. Bank Trust Company, National Association, as trustee.

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 ”).

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

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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

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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

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CANTALOUPE, INC. May 8, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

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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

Comparable filing

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Coterra Energy Inc. May 7, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

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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

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ith Devon Energy Corporation, a Delaware corporation (“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and

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same fact type: ma_transaction, material_agreement same SEC item: 1.01, 2.01, 3.03, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

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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

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same fact type: ma_transaction same SEC item: 1.01, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This 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

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of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

Filing page SEC filing

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Filing page SEC filing

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Filing page SEC filing

Source: SEC EDGAR

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