UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March 28~~April 2, 2024

GUESS?, INC.

(Exact name of registrant as specified in its charter)


Delaware	1-11893	95-3679695
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Strada Regina 44, Bioggio, Switzerland CH-6934

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: +41 91 809 5000

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

GES

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Emerging growth company~~ ☐ IfSoliciting anmaterial ~~emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided~~ pursuant to ~~Section~~Rule ~~13(a)~~14a-12 ofunder the Exchange Act. o(17 CFR 240.14a-12)

~~Item~~☐ ~~1.01. Entry~~Pre-commencement ~~into~~communications apursuant ~~Material~~to ~~Definitive~~Rule ~~Agreement~~14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

On☐ ~~March~~Pre-commencement ~~28,~~communications ~~2024,~~pursuant ~~Guess?,~~to ~~Inc.~~Rule 13e-4(~~the “Company”~~c) ~~and~~under ~~certain~~the ofExchange ~~its~~Act ~~subsidiaries amended~~ (~~such~~17 ~~amendment,~~CFR ~~“Amendment No~~240. ~~3”) their amended and restated senior secured asset~~13e-based revolving credit facility with Bank of America, N.A., as agent and a lender and the other lenders party thereto to permit, among other things, the exchange and subscription offering and certain transactions related thereto referred to in Item 8.01 below. 4(c))

InSecurities ~~addition,~~registered ~~each~~pursuant ofto Mr. Paul Marciano and Mr. Maurice Marciano (collectively, the “Marcianos”) entered into amended and restated voting agreements with the Company (the “Amended Voting Agreements”) which revise their existing voting agreements with the Company entered into on April Section 12~~, 2023~~ (~~the “Original Voting Agreements”~~b). ~~Because repurchases by the Company~~ of ~~shares of its common stock in connection with~~ the repurchase program referred to in Item 8.01 below will have the effect of increasing the relative portion of the voting power of the Company represented by the aggregate amount of shares of the Company which each of the Marcianos has the power to vote, the Amended Voting Agreements ensure the voting arrangements set forth in the Original Voting Agreements limiting the aggregate voting percentage that may be voted at the discretion of the Marcianos on the date of the Original Voting Agreements apply throughout the repurchase program.Act:

The foregoing descriptions of Amendment No. 3 and each Amended Voting Agreement do not purport to be complete and are qualified in their entirety by reference to Amendment No. 3 and the Amended Voting Agreements, respectively, filed as Exhibits 10.1, 10.2 and 10.3 hereto, respectively, and which are incorporated herein by reference.


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	GES	New York Stock Exchange

~~Item~~Indicate ~~5.02. Departure~~by check mark whether the registrant is an emerging growth company as defined in Rule 405 of ~~Directors~~the orSecurities ~~Certain~~Act ~~Principal~~of ~~Officers;~~1933 ~~Election~~(§230.405 of ~~Directors;~~this ~~Appointment~~chapter) or Rule 12b-2 of ~~Certain Officers;~~the ~~Compensatory~~Securities ~~Arrangements~~Exchange Act of ~~Certain~~1934 ~~Officers~~(§240. 12b-2 of this chapter).

~~Amendment~~Emerging togrowth ~~Dennis Secor’s Employment Agreement~~company ☐

~~The~~If ~~Company was a party to~~ an ~~Employment~~emerging ~~Agreement,~~growth ~~dated March 14~~company, ~~2022~~indicate ~~and~~by ascheck ~~amended~~mark onif ~~March 31, 2023, with Dennis Secor,~~ the ~~Company’s~~registrant ~~Executive~~has ~~Vice~~elected ~~President,~~not ~~Finance~~to (use the ~~“Employment~~extended ~~Agreement”).~~transition Onperiod ~~March~~for ~~29,~~complying ~~2024,~~with ~~the~~any ~~Company~~new ~~and~~or ~~Mr.~~revised ~~Secor~~financial ~~entered~~accounting ~~into~~standards anprovided ~~amendment~~pursuant ~~and~~to ~~restatement~~Section 13(a) of the ~~Employment~~Exchange ~~Agreement (the “Amended Agreement”)~~Act. ☐

~~The Employment Agreement had provided for the term of Mr~~Item 1. ~~Secor’s employment with the Company to end on March 31, 2024~~01. Entry ~~The~~into ~~Amended~~a ~~Agreement~~Material ~~extends~~Definitive ~~the term of Mr. Secor’s employment as the Company’s Executive Vice President, Finance through March 31, 2025, subject to earlier termination as provided in the Amended~~ Agreement. ~~The Amended Agreement provides for the following:~~

~~a. Mr.~~Convertible ~~Secor’s~~Note ~~annual~~Offering ~~rate of base salary beginning April 1, 2024 will be $240,000.~~

bOn April 2, 2024, Guess?, Inc. ~~Mr.~~ ~~Secor~~(the ~~will~~“Company”) becompleted ~~entitled~~its topreviously anannounced ~~incentive~~separate, ~~bonus~~privately ~~opportunity~~negotiated ~~for~~exchange and subscription agreement (the ~~Company’s~~“Exchange ~~fiscal~~and ~~year~~Subscription ~~2025~~Agreement”) ~~based~~with 50a holder of its 2.00% onconvertible senior notes due 2024 (the ~~achievement~~“2024 ofNotes”) ~~performance~~pursuant ~~criteria~~to ~~established~~exemptions byfrom registration under the ~~Compensation~~Securities ~~Committee~~Act of 1933, as amended (the ~~Company’s~~“Securities ~~Board~~Act”). ofPursuant ~~Directors~~to the Exchange and ~~50%~~Subscription ~~based~~Agreement, onthe ~~deliverables~~Company toexchanged beapproximately ~~mutually~~$14.6 million ~~agreed~~in ~~between~~aggregate ~~Mr.~~principal ~~Secor~~amount ~~and~~of the ~~Company’s~~2024 ~~Chief~~Notes ~~Executive~~for ~~Officer~~approximately $12.1 million Mrin aggregate principal amount of additional 3.75% ~~Secor’s~~convertible ~~threshold~~senior notes due 2028 (the “Additional 2028 Notes”) (collectively, ~~target~~the ~~and~~“Exchange ~~stretch~~Transactions”). ~~bonus~~The ~~opportunities~~Additional ~~for~~2028 ~~fiscal~~Notes ~~year~~will ~~2025~~have ~~are~~the ~~$90,000,~~same ~~$180~~terms,~~000,~~ ~~and~~constitute ~~$270,000,~~a ~~respectively~~single series with, ~~provided~~and ~~that~~have hethe ~~remains~~same ~~employed~~CUSIP ~~with~~number as the ~~Company~~currently ~~through~~outstanding ~~March~~2028 ~~31, 2025~~Notes.

~~c. On~~Convertible ~~April~~Note 1,Hedge ~~2024,~~Transaction ~~the~~and ~~Company~~Warrant ~~will~~Transaction grant Mr. Secor a restricted stock unit award under the Company’s 2004 Equity Incentive Plan. The number of shares of Company common stock subject to such award will equal $370,000 divided by the closing price (in regular trading) of a share of the Company’s common stock on the grant date. The restricted stock units are scheduled to vest, subject to Mr. Secor’s continued employment, on March 31, 2025.

~~d. The~~On March 28, 2024, the Company ~~will~~entered ~~pay~~into ~~Mr.~~a ~~Secor~~convertible note hedge transaction (the “Hedge Transaction”) with a ~~one-time~~financial ~~fixed~~institution ~~allowance~~(the “Option Counterparty”). The Hedge Transaction is expected to reduce the potential dilution with respect to the Company’s common stock upon conversion of ~~$5,000~~the ~~and~~Additional ~~Mr.~~2028 ~~Secor~~Notes ~~will~~or ~~also~~offset beany ~~entitled~~cash payment the Company is required to ~~certain~~make ~~employee~~in ~~benefits~~excess of the principal amount of converted Additional 2028 Notes.

The ~~Amended~~Hedge ~~Agreement~~Transaction ~~generally~~includes ~~provides~~call ~~that~~options ifcovering, ~~Mr.~~subject ~~Secor’s~~to ~~employment~~anti-dilution ~~with~~adjustments ~~the~~substantially ~~Company~~similar ~~ends~~to ~~before~~those ~~March~~applicable ~~31,~~to ~~2025~~the Additional 2028 Notes, ~~due~~approximately to0.5 million ~~his~~shares ~~death~~of orthe ~~disability,~~Company’s hecommon ~~will~~stock, bewhich ~~entitled~~is equal to athe ~~pro-rata~~number ~~target~~of ~~bonus~~shares ~~for~~of ~~fiscal~~the ~~year~~Company’s ~~2025~~common ~~and~~stock ~~pro-rata~~that ~~vesting~~will ofinitially ~~his~~underlie ~~restricted~~the ~~stock~~Additional ~~unit~~2028 ~~award~~Notes. ~~The~~Separately, ~~Amended~~the ~~Agreement~~Company ~~generally~~also ~~provides~~entered ~~that~~into ifa ~~Mr.~~privately ~~Secor’s~~negotiated ~~employment~~warrant transaction (the “Warrant Transaction”) with the ~~Company~~Option isCounterparty ~~terminated~~relating byto, ~~the~~subject ~~Company~~to ~~without~~anti-dilution ~~“Cause”~~adjustments, ~~(as~~approximately ~~defined~~0.5 million inshares of the ~~Amended~~Company’s ~~Agreement)~~common stock, orwith bya ~~Mr.~~strike ~~Secor~~price ~~for~~of ~~“Good~~approximately ~~Reason”~~$41.37 ~~(as~~per ~~defined~~share. inSuch ~~the~~Warrant ~~Amended~~Transaction ~~Agreement),~~may ~~before~~have ~~March~~a ~~31,~~dilutive ~~2025,~~effect ~~Mr.~~with ~~Secor~~respect ~~will~~to bethe ~~entitled~~Company’s common stock to ~~his~~the ~~full~~extent ~~target~~that ~~bonus~~the ~~for~~market ~~fiscal~~price ~~year~~per ~~2025,~~share ~~continued~~of ~~payment~~its common stock exceeds the strike price of ~~base~~the ~~salary~~warrants. ~~through~~The ~~March~~Hedge ~~31,~~Transaction ~~2025~~and Warrant Transaction are separate transactions, ~~and~~entered ~~full~~into ~~vesting~~by ofthe ~~his~~Company ~~restricted~~with ~~stock~~the ~~unit~~Option ~~award~~Counterparty, ~~subject~~and toare ~~his~~not ~~execution~~part of athe ~~release~~terms of ~~claims~~the inAdditional ~~favor~~2028 Notes. Holders of the ~~Company~~Additional 2028 Notes will not have any rights with respect to the Hedge Transaction or Warrant Transaction.

The ~~Amended~~Option ~~Agreement~~Counterparty isor ~~attached~~its ~~hereto~~respective asaffiliates ~~Exhibit~~may ~~10.4~~enter into or unwind various over-the-counter derivatives and/or ispurchase ~~incorporated~~or ~~herein~~sell bythe ~~reference.~~Company’s ~~The~~common ~~foregoing~~stock ~~description~~in open market and/or privately negotiated transactions prior to maturity of the ~~Amended~~Additional ~~Agreement~~2028 isNotes, ~~qualified~~and are likely to do so during any observation period for the settlement of conversions of Additional 2028 Notes. This activity could also cause or avoid an increase or a decrease in ~~its~~the ~~entirety~~market byprice ~~reference~~of the Company’s common stock or the Additional 2028 Notes, which could affect the ability to ~~such~~convert ~~exhibit~~the Additional 2028 Notes, and, to the extent the activity occurs during any observation period related to a conversion of Additional 2028 Notes, it could affect the number of shares and value of the consideration that will be received upon conversion of the Additional 2028 Notes.

The foregoing description of the Hedge Transaction and the Warrant Transaction does not purport to be complete and is qualified in its entirety by reference to the forms of the Call Option Confirmation and the Warrant Confirmation executed by the Company and the Option Counterparty on March 28, 2024, which are attached hereto as Exhibit 10.1 and 10.2, respectively, and are incorporated herein by reference.

Asset-Based Revolving Credit Facility Amendment

On April 2, 2024, the Company and certain of its subsidiaries amended (such amendment, “Amendment No. 4”) their amended and restated senior secured asset-based revolving credit facility with Bank of America, N.A., as agent and a lender and the other lenders party thereto in connection with its previously announced acquisition of lifestyle apparel and accessories brand rag & bone in collaboration with global brand management firm WHP Global as referred to in Item 7.01 below. Amendment No. 4, among other things, provides for a $50,000,000 increase in borrowing capacity under the credit facility through utilization of the credit facility’s accordion feature, such that total borrowing capacity thereunder is up to $200,000,000, subject to a borrowing base. Amendment No. 4 also replaced the Canadian BA Rate as the benchmark interest rate for loans to Canadian borrowers with Term CORRA and made certain other changes to the credit facility related to the rag & bone acquisition. The foregoing is intended only to be a summary of Amendment No. 4 and is qualified in its entirety by Amendment No. 4, which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The Additional 2028 Notes were sold in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act for resale to qualified institutional buyers pursuant to Rule 144A of the Securities Act. The Company does not intend to file a shelf registration statement for the resale of the Additional 2028 Notes or any common stock issuable upon conversion of the Additional 2028 Notes. Any shares of common stock that may be issued upon conversion of the Additional 2028 Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. The Additional 2028 Notes are initially convertible into a maximum of 644,595 shares of common stock, based on the initial maximum conversion rate of 52.6315 shares of common stock per $1,000 principal amount of the Additional 2028 Notes (which includes Additional Shares, if any, issuable in connection with a Make-Whole Fundamental Change), which is subject to customary anti-dilution adjustment provisions. The warrants were sold to the Option Counterparty in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act. The warrants are exercisable with respect to a maximum of 991,684 shares of common stock. Additional information pertaining to the Additional 2028 Notes, the shares of common stock issuable upon conversion of the Additional 2028 Notes and the warrants is contained in Item 1.01 of this report and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On April 1 3, 2024, the Company issued a press release announcing the ~~stock~~completion ~~repurchase~~of ~~program~~its ~~referred~~previously toannounced acquisition of lifestyle apparel and accessories brand rag & bone in ~~Item~~collaboration ~~8.01~~with ~~below~~global brand management firm WHP Global. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information in this Item 7.01 of Form 8-K is being furnished hereby and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act ~~of 1933, as amended (the “Securities Act”),~~ or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01. Other Events.

On April 1, 2024, the Company issued a press release relating to an exchange, whereby the Company agreed with one holder of its 2.00% convertible senior notes due 2024 (the “2024 Convertible Notes”) (pursuant to exemptions from registration under the Securities Act), to exchange approximately $14.6 million aggregate principal amount of such holder’s 2024 Convertible Notes for approximately $12.1 million aggregate principal amount of additional 3.75% convertible senior notes due 2028 (the “2028 Convertible Notes”). A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

Additionally, the Company’s Board of Directors authorized a program to repurchase, from time-to-time and as market and business conditions warrant, up to $200 million of its common stock. Repurchases may be made on the open market or in privately negotiated transactions, pursuant to Rule 10b5-1 trading plans or other available means. There is no minimum or maximum number of shares to be repurchased under the program and the program may be discontinued at any time, without prior notice.

In connection with the exchange, the Company engaged in share repurchase transactions, whereby the Company agreed to repurchase 326,429 of its outstanding shares of common stock, $0.01 par value per share, for cash, at a price per share of $31.47.

The material terms of the 2028 Convertible Notes are described in the Company’s Form 8-K filed on April 18, 2023, incorporated by reference herein.

Neither this Current Report on Form 8-K nor the press release constitutes an offer to sell, or the solicitation of an offer to buy, the 2028 Convertible Notes or the Company’s common stock, if any, issuable upon conversion of the 2028 Convertible Notes.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description	~~Exhibit No.~~	~~Description~~
10.1	Form of Call Option Confirmation between the Company and the Option Counterparty.	~~10.1~~	Amendment Number Three to Amended & Restated Loan, Guaranty and Security Agreement, dated as of December 20, 2022, by and among Guess?, Inc., Guess? Retail, Inc., Guess.com, Inc., Guess? Canada Corporation, the guarantors party thereto, Bank of America, N.A., as agent for the lenders, and each of the lenders party thereto.
10.2	Form of Warrant Confirmation between the Company and the Option Counterparty.	~~10.2~~	~~Amended and Restated Voting Agreement, dated March 28, 2024, among Guess?, Inc., Paul Marciano and the Paul Marciano Trust.~~
10.3	Amendment Number Four to Amended & Restated Loan, Guaranty and Security Agreement, dated as of December 20, 2022, by and among Guess?, Inc., Guess? Retail, Inc., Guess.com, Inc., Guess? Canada Corporation, the guarantors party thereto, Bank of America, N.A., as agent for the lenders, and each of the lenders party thereto.	~~10.3~~	~~Amended and Restated Voting Agreement, dated March 28, 2024, among Guess?, Inc., Maurice Marciano and the Maurice Marciano Trust.~~
		10.4	Employment Agreement, as amended and restated March 29, 2024, between Guess?, Inc. and Dennis Secor.
99.1	Press release of Guess?, Inc. dated April 3, 2024.
		99.1	Press Release (share repurchase program), dated April 1, 2024.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
		99.2	Press Release (notes exchange), dated April 1, 2024.
		104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Guess?, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		GUESS?, INC.	~~GUESS?, INC.~~
Dated:	April 1, 2024		By:	/s/ Markus Neubrand
Dated: April 3, 2024		By:	/s/ Carlos Alberini
				Markus NeubrandChief Financial Officer
			Carlos Alberini Chief Executive Officer

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