GUESS INC 8-K

What Happened

• GUESS Inc. announced the completion of the previously disclosed merger/transaction with Authentic Brands Group LLC and affiliated Glow entities on January 23, 2026. The Company incorporated the Agreement and Plan of Merger dated August 20, 2025 by reference and furnished a press release (Exhibit 99.1) announcing the closing.
• Concurrent with the closing, GUESS filed amendments reflecting the change in control, including an Amended and Restated Certificate of Incorporation and Fifth Amended and Restated Bylaws, and executed a First Supplemental Indenture dated January 23, 2026 to the April 17, 2023 Indenture.

Key Details

• Closing date: January 23, 2026; Merger Agreement dated August 20, 2025 (incorporated by reference).
• Corporate governance updates filed: Amended and Restated Certificate of Incorporation (Exhibit 3.1) and Fifth Amended and Restated Bylaws (Exhibit 3.2).
• Debt/contract change: First Supplemental Indenture dated January 23, 2026 filed (Exhibit 4.1), indicating creation/modification of a direct financial obligation.
• The 8-K also reports items tied to termination/entry of material agreements, completion of asset disposition/acquisition, notice regarding delisting or failure to satisfy a continued listing standard, change in control, and material modification to security holder rights.

Why It Matters

• The filing confirms a completed change in control/merger — a material corporate event that alters ownership, governance documents, and certain contractual/debt arrangements. That can affect shareholder rights, voting, and how the company is governed going forward.
• The submission of a delisting-related item and amendments to charter/bylaws are signals that public-company status or share trading could be impacted; shareholders should review the press release and filings for details on next steps (e.g., delisting timing, tender offers, or other transaction mechanics).
• Investors should read the furnished press release (Exhibit 99.1) and the referenced Merger Agreement for full terms and monitor future filings for transaction economics, any payments to shareholders, and updates on listing status.