8-K: Guess? Goes Private in Authentic Brands Deal

Guess?, Inc. has completed its transaction to go private, with Authentic Brands Group acquiring a 51% stake in its intellectual property and the Marciano co-founders retaining 49%.

Summary

• Guess?, Inc. completed its transaction to go private on January 23, 2026, with its common stock no longer publicly traded on the NYSE.
• Authentic Brands Group LLC acquired 51% of substantially all Guess?'s intellectual property (IP), while existing Guess? shareholders, including Maurice Marciano, Paul Marciano, Nicolai Marciano, and Carlos Alberini (Rolling Stockholders), purchased 49% of the IP.
• Public shareholders received $16.75 per share in cash for their common stock.
• The company's 3.75% Convertible Senior Notes due 2028, with $351,947,000 aggregate principal amount outstanding, are affected by the merger, which constitutes a Fundamental Change.
• Noteholders have the right to require the company to purchase their notes for cash at 100% of the principal amount plus accrued interest until February 20, 2026, with a purchase date of February 23, 2026.
• Alternatively, noteholders can convert their notes during the Make-Whole Fundamental Change Period, receiving $768.3761 per $1,000 principal amount, based on a conversion rate of 45.8732 shares per $1,000 principal amount.
• Certain convertible note hedge and warrant transactions were terminated, resulting in a net payment of approximately $17,000,000 to the company ($33M received from counterparties, $16M paid to counterparties).
• All outstanding equity awards (options, performance-based restricted stock units, time-based restricted stock units, and restricted stock awards) for non-Rolling Stockholders were automatically accelerated and converted into cash based on the $16.75 per share merger consideration.
• The Equity Incentive Plan and the 2002 Employee Stock Purchase Plan (ESPP) were terminated.

Sentiment

Score: 7

Explanation: The filing describes the successful completion of a strategic transaction that management views as positive for future growth and flexibility. While public shareholders are cashed out, the tone for the company's future is optimistic under private ownership and a new IP structure.

Positives

• Guess? gains enhanced flexibility and additional resources as a private company to unlock new growth opportunities, strengthen brand partnerships, and elevate industry leadership.
• The partnership with Authentic Brands Group provides access to a proven brand-building platform, supporting category and geographic expansion, studio-led content development, and immersive experiences.
• Guess? becomes Authentic's second-largest brand, contributing to Authentic's portfolio-wide annual retail sales of $38 billion globally.
• The transaction ensures continuity of Guess?'s brand identity and cultural relevance by maintaining its Switzerland operations as a central hub for global strategic and commercial direction.
• The company received a net cash inflow of approximately $17 million from the termination of certain hedge and warrant transactions.

Negatives

• Guess? common stock is no longer publicly traded, leading to its delisting from the New York Stock Exchange.
• Public shareholders no longer hold an equity stake in the company.

Future Outlook

The company anticipates enhanced flexibility and additional resources as a private entity, enabling new growth opportunities, strengthening brand partnerships, and elevating industry leadership. Management aims to accelerate momentum and optimize the business model with creativity, passion, and innovation.

Management Comments

• Jamie Salter (Authentic Founder, Chairman, and CEO): "What makes Guess? compelling is the strength of the foundation already in place, from its exceptional leadership and iconic heritage to its vast network of licensing partners around the world. Guess? is one of the rare global brands that has built extraordinary awareness and continued to evolve while staying true to its DNA."
• Paul Marciano (Guess? Co-Founder and Chief Creative Officer): "I'm incredibly proud of the iconic fashion brand we've built over the last 45 years. Guess? has become a worldwide leader in fashion, and joining Authentic's outstanding platform, portfolio and track record of success will enable us to build on this incredible foundation and take our brand to the next level."
• Matt Maddox (President of Authentic): "Through Authentic's proven brand-building platform, Guess? will gain access to opportunities and environments where consumers have yet to experience the brand. This includes a scaled platform to support category and geographic expansion, studio-led content development and immersive live experiences that deepen consumer connection."
• Carlos Alberini (Guess? Chief Executive Officer): "We see significant potential to enhance the customer experience, strengthen our brand partnerships and elevate our industry leadership in this new chapter as a private company. With Authentic's support, Guess? will have enhanced flexibility and additional resources to unlock new growth opportunities for our business on the path ahead."

Industry Context

The transaction highlights the trend of established brands partnering with or being acquired by brand development and licensing platforms like Authentic Brands Group. This strategy allows brands to leverage a larger ecosystem for expansion, content, and consumer engagement, while potentially streamlining operations and reducing public company overhead. Guess? becomes a significant asset in Authentic's diverse portfolio, which includes other well-known lifestyle and fashion brands.

Management Changes

Corporate Governance

Related Party Transactions

• The "Rolling Stockholders" (Paul Marciano, Carlos Alberini, Maurice Marciano, Nicolai Marciano, and certain of their trusts, foundations, and affiliates) purchased 49% of the issued and outstanding equity interests of the newly-formed subsidiaries that acquired Guess?'s intellectual property.
• Company PSUs and RSUs held by the Rolling Stockholders were converted into shares and deemed owned by them for purposes of the Merger Agreement, rather than being cashed out like those of other equity award holders.

Stakeholder Impact

• **Shareholders (public)**: Received $16.75 per share in cash, resulting in the loss of their equity stake and the ability to trade shares publicly.
• **Shareholders (Rolling Stockholders)**: Maintained a significant equity stake (49%) in the intellectual property entities and indirect ownership in the operating company.
• **Employees (with equity awards)**: Equity awards (options, PSUs, RSUs, RSAs) were accelerated and cashed out, providing liquidity.
• **Convertible Note Holders**: Gained the right to require the company to purchase their notes or convert them into cash at a specified rate, triggered by the Fundamental Change.
• **Company Management**: Current Guess? management now owns 100% of the operating company, providing greater control and alignment with the new private ownership structure.

Next Steps

• The NYSE will file a Form 25 with the SEC to delist Guess? shares and deregister them under Section 12(b) of the Securities Exchange Act of 1934.
• The company intends to file a Form 15 with the SEC to terminate registration of its shares and suspend reporting obligations under Sections 12(g) and 15(d) of the Exchange Act.
• The company intends to pursue the termination of other outstanding hedge and warrant agreements on a post-closing basis.
• The company or any successor will be permitted to be a limited liability company, with conversion expected on or about January 30, 2026.

Key Dates

Keywords

Guess?, Authentic Brands Group, merger, going private, intellectual property, fashion retail, apparel, convertible notes, delisting, corporate governance, Paul Marciano, Carlos Alberini