---
schema_version: "secwatch.filing_event.v1"
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"
generated_at: "2026-05-16T08:39:01.004922+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Guess? completes going-private transaction; Authentic acquires 51% of IP for $16.75/share

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-26-020386
- form_type: 8-K
- cik: 0000912463
- company_name: GUESS INC
- filed_at: 2026-01-23T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/912463/000119312526020386/0001193125-26-020386-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/912463/000119312526020386/d61242d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-020386
- JSON: https://secwatch.observer/filing/0001193125-26-020386.json
- Plain text: https://secwatch.observer/filing/0001193125-26-020386.txt

## Source-grounded claims
- claim_id: 0c15426cc1790b57aa4b538811a8fbc60d71a2d7
  claim: GUESS INC completed an acquisition involving Authentic Brands Group LLC affiliates (closed 2026-01-23).
  evidence_excerpt: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/912463/000119312526020386/0001193125-26-020386-index.htm
- claim_id: 641b5ce6ab4a6c21345a7a31276fdc3974a8d013
  claim: 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).
  evidence_excerpt: On January 23, 2026 (the “ Closing Date ”), pursuant to the Agreement and Plan of Merger, dated as of August 20, 2025
  evidence_url: https://www.sec.gov/Archives/edgar/data/912463/000119312526020386/0001193125-26-020386-index.htm
- claim_id: 3b25b313bfed0911f39b13700472b4606382a308
  claim: GUESS INC terminated Hedge Transactions with certain Option Counterparties valued at approximately $33,000,000.
  evidence_excerpt: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/912463/000119312526020386/0001193125-26-020386-index.htm
- claim_id: 90049f920948dc779988500d3c1105b14c95ed2f
  claim: GUESS INC terminated Warrant Transactions with certain Option Counterparties valued at approximately $16,000,000.
  evidence_excerpt: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/912463/000119312526020386/0001193125-26-020386-index.htm
- claim_id: b4fdc05a2cfa0fab602335a3c48d2fa523f05fad
  claim: GUESS INC entered into First Supplemental Indenture with U.S. Bank Trust Company, National Association, as trustee.
  evidence_excerpt: 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 ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/912463/000119312526020386/0001193125-26-020386-index.htm

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