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Related Party Transactions | 9 Months Ended
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Nov. 01, 2025
Related Party Transactions [Abstract] |
Related Party Transactions | Related Party Transactions The Company and its subsidiaries periodically enter into transactions with certain entities (the “Marciano Entities”) that are owned by or for the respective benefit of Paul Marciano, who is an executive and member of the Board of Directors of the Company, and Maurice Marciano, who is the brother of Paul Marciano and was a member of the Board of Directors until his retirement in September 2023. Leases The Company leases warehouse and administrative facilities from certain of the Marciano Entities. There were five of these leases in effect as of November 1, 2025 with expiration or option exercise dates ranging from calendar years 2026 to 2037, including two leases with respect to the Company’s North American corporate offices in Los Angeles, California (the “Los Angeles Location”), a lease for the Company’s Canadian warehouse and administrative facility in Montreal, Quebec (the “Montreal Location”), a lease for the Company’s showroom and office space in Paris, France (the “Paris Location”) and a lease for the Company’s second showroom in Paris, France (the “Second Paris Location”). In April 2025, the Company entered into a 12-year lease extension through September 2037 with respect to the Los Angeles Location, providing for an aggregate annual rent of approximately $7.6 million for the first lease year of the renewal term, subject to an annual 2.0% increase each year thereafter, and removing the Company’s right to reduce the amount of rented space. All other material terms in the previously existing lease for the Los Angeles Location remain the same. In April 2025, the Company (through a wholly-owned European subsidiary) entered into a lease agreement for the Second Paris Location, to be used primarily for rag & bone and the Company’s handbags business. The Marciano Entities have an approximate 66.7% ownership interest in the Second Paris Location, with each of Mr. Maurice Marciano and Mr. Paul Marciano having an approximate 33.3% ownership interest. The lease term is ten years for an annual rent of €450,000 ($519,165) per year. Aggregate lease costs recorded under the leases for the Los Angeles Location were $6.9 million and $5.8 million for the nine months ended November 1, 2025 and November 2, 2024, respectively. The Marciano Entities have a 100% ownership interest in the Los Angeles Location, with Mr. Maurice Marciano having a 56.3% ownership interest and Mr. Paul Marciano having a 43.7% ownership interest. Accordingly, Mr. Maurice Marciano’s interest in the lease amounts for the Los Angeles Location were $3.9 million and $3.3 million for the nine months ended November 1, 2025 and November 2, 2024, respectively. Mr. Paul Marciano’s interest in the lease amounts for the Los Angeles Location were $3.0 million and $2.5 million for the nine months ended November 1, 2025 and November 2, 2024, respectively. Aggregate lease costs recorded under the lease for the Montreal Location were $0.3 million for each of the nine months ended November 1, 2025 and November 2, 2024. The Marciano Entities have a 100% ownership interest in the Montreal Location, with each of Mr. Maurice Marciano and Mr. Paul Marciano having a 50% ownership interest. Accordingly, the interests in the lease amounts for the Montreal Location for each of Mr. Maurice Marciano and Mr. Paul Marciano were approximately $157,000 and $160,000 for the nine months ended November 1, 2025 and November 2, 2024, respectively. Aggregate lease costs recorded under the lease for the Paris Location were $1.0 million for each of the nine months ended November 1, 2025 and November 2, 2024. The Marciano Entities have an approximate 66.7% ownership interest in the Paris Location, with each of Mr. Maurice Marciano and Mr. Paul Marciano having an approximate 33.3% ownership interest. Accordingly, the interests in the lease amounts for the Paris Location for each of Mr. Maurice Marciano and Mr. Paul Marciano were approximately $0.3 million for each of the nine months ended November 1, 2025 and November 2, 2024. Aggregate lease costs recorded under the lease for the Second Paris Location were $0.4 million for the nine months ended November 1, 2025 and zero for the nine months ended November 2, 2024. The Marciano Entities have an approximate 66.7% ownership interest in the Second Paris Location, with each of Mr. Maurice Marciano and Mr. Paul Marciano having an approximate 33.3% ownership interest. Accordingly, the interests in the lease amounts for the Second Paris Location for each of Mr. Maurice Marciano and Mr. Paul Marciano were approximately $118,000 for the nine months ended November 1, 2025. The Company believes that, at the time it entered into the related party leases, the terms of such leases were no less favorable to the Company than would have been available from unaffiliated third parties. Refer to Note 3 - Lease Accounting for more information on lease commitments. Aircraft Arrangements The Company periodically charters aircraft owned by certain of the Marciano Entities through informal arrangements with such Marciano Entities and independent third-party management companies contracted by such Marciano Entities to manage their aircraft. The Marciano Entities have a 100% ownership interest in the aircraft, with each of Mr. Maurice Marciano and Mr. Paul Marciano having a 50% ownership interest. The total fees paid by the Company to the independent third-party management companies under these arrangements for the nine months ended November 1, 2025 and November 2, 2024 were approximately $2.5 million and $2.3 million, respectively. The approximate dollar value of the amount of each of Mr. Maurice Marciano’s and Mr. Paul Marciano’s interest in these transactions was approximately $1.2 million and $1.0 million for the nine months ended November 1, 2025 and November 2, 2024, respectively. The Company believes that the terms of the charter arrangements are no less favorable to the Company than would have been available from unaffiliated third parties. Minority Investment The Company has an approximate 44% ownership interest in a privately-held men’s footwear company (the “Footwear Company”). The Marciano Entities have an approximate 36% ownership interest in the Footwear Company, with each of Mr. Maurice Marciano and Mr. Paul Marciano having an approximate 18% ownership interest. Accordingly, each of Mr. Maurice Marciano and Mr. Paul Marciano has an approximate 18% interest in each of the transactions between the Company and the Footwear Company described below. In fiscal 2021, the Company provided the Footwear Company with a $2.0 million revolving credit facility at an annual interest rate of 2.75% and a maturity date of November 2023. In October 2023, the Company and the Footwear Company amended the revolving credit facility to extend the term by three years to November 30, 2026 and to adjust the interest rate, effective December 1, 2023, to a floating rate equal to the one-month term SOFR plus 1.75% per annum. In September 2025, the Company and the Footwear Company amended the revolving credit facility to increase the principal amount to $2.25 million and provided the Footwear Company an additional $250,000 in cash. Following this amendment, in October 2025, the Company and the Footwear Company converted the additional $250,000 principal amount provided under the credit facility to equity in the Footwear Company owned by the Company, thereby reducing the principal amount owed under the facility to $2.0 million with $250,000 available credit. As of November 1, 2025 and February 1, 2025, the Company had a note receivable of $2.0 million and $1.4 million, respectively, included in other assets in its consolidated balance sheets related to outstanding borrowings by the Footwear Company under this revolving credit facility. In May 2022, the Company entered into a Fulfillment Services Agreement with the Footwear Company under which the Company provides certain fulfillment services for the Footwear Company’s U.S. wholesale and e-commerce businesses from the Company’s U.S. distribution center on a cost-plus 5% basis. The Footwear Company also pays rent to the Company for the use of a small office space in the Company’s Los Angeles Location. In June 2022, the Company (through a wholly-owned Swiss subsidiary) entered into a Distributorship Agreement with the Footwear Company under which the Company was designated as the exclusive distributor (excluding e-commerce) for the Footwear Company in the European Union and other specified countries. The Distributorship Agreement provided for (i) the Company to receive a 35% discount from the Footwear Company’s wholesale prices, (ii) no minimum sales requirements or advertising spending requirements for the Company, (iii) an initial 15-month term with annual renewals thereafter, and (iv) other standard terms and conditions for similar arrangements. In May 2023, the Distributorship Agreement was amended to (i) reflect a reduction in the amount of sales services to be performed by the Company, (ii) revise the wholesale discount to 22%, and (iii) provide an annual 2% advertising commitment by the Company. During the nine months ended November 1, 2025, the Company received approximately $9,000 in fees with respect to the U.S. fulfillment services and approximately $11,000 in fees with respect to office rent and the Company paid approximately $187,000 related to the Distributorship Agreement. During the nine months ended November 2, 2024, the Company received less than $2,500 in fees with respect to the U.S. fulfillment services and approximately $8,700 in fees with respect to office rent and the Company paid approximately $314,000 related to the Distributorship Agreement. In April 2025, the Company (through a wholly owned subsidiary) began an arrangement with the Footwear Company to regularly sell footwear products in rag & bone retail stores (the “Arrangement”). During the nine months ended November 1, 2025, the Company paid approximately $227,000 in fees related to the Arrangement. In October 2025, as described above, the Company and the Footwear Company converted a $250,000 credit facility cash extension into equity in the Footwear Company. In October 2025, the Company also purchased an additional $450,000 in equity of the Footwear Company. Together, these transactions resulted in an increase of the Company’s ownership percentage in the Footwear Company to approximately 44% (from 30%), and a reduction of the ownership interest of the Marciano Entities to approximately 36% (from 45%). Vendor Purchases The Company purchases faux fur products from a privately-held fashion accessories company (the “Fashion Company”). The Marciano Entities have a 16% ownership interest in the Fashion Company, with each of Mr. Maurice Marciano and Mr. Paul Marciano having an 8% ownership interest. In addition, Carlos Alberini, Chief Executive Officer of the Company, has a 4% ownership interest in the Fashion Company. The total payments made by the Company to the Fashion Company were approximately $1.1 million and $2.8 million for the nine months ended November 1, 2025 and November 2, 2024, respectively. Based on their respective ownership interests in the Fashion Company, the approximate dollar value of the amount of each individual’s interest in these transactions were approximately (i) for each of Mr. Maurice Marciano and Mr. Paul Marciano, $89,000 and $221,000 for the nine months ended November 1, 2025 and November 2, 2024, respectively, and (ii) for Mr. Alberini, $45,000 and $111,000 for the nine months ended November 1, 2025 and November 2, 2024, respectively. The Company believes that the price paid by the Company for the Fashion Company’s products and the terms of the transactions between the Company and the Fashion Company have not been affected by this passive investment of Messrs. Marciano and Mr. Alberini in the Fashion Company. Charitable Donations The Company has periodically made donations to Smile Project, a charitable organization of which director Elsa Michael is co-founder and president, consisting of monetary donations made through Guess Foundation (Italy) and product donations made by one of the Company’s European subsidiaries. Ms. Michael does not receive any compensation in connection with her work with Smile Project. The total amount of donations made by the Company to Smile Project during the nine months ended November 1, 2025 were approximately $184,000, consisting of product donations valued at approximately $161,000 and monetary donations of approximately $23,000. The total amount of donations made by the Company to Smile Project during the nine months ended November 2, 2024 were approximately $124,000, consisting of product donations valued at approximately $102,000 and monetary donations of approximately $22,000. Proposed Take-Private Transaction with Authentic Brands Group On August 20, 2025, the Company entered into the Merger Agreement whereby the Rolling Stockholders, including Maurice Marciano, Paul Marciano, Nicolai Marciano, and Carlos Alberini and certain of their respective trusts, foundations and affiliates, agreed to enter into a strategic partnership with Authentic under which, in connection with the take-private transaction, (1) Authentic will acquire 51% and the Rolling Stockholders will acquire 49% of the rights, title and interest owned by the Company or any of its subsidiaries or affiliates in or to substantially all of the Company’s intellectual property (other than certain excluded assets) and (2) certain of the Rolling Stockholders will acquire 100% of the Company’s operations. At a special meeting held on November 21, 2025, the Company received the Requisite Company Vote from its shareholders, adopting the Merger Agreement and approving a resolution to approve the Disposition. Certain of the Required Regulatory Approvals remain pending. See Note 1 - Basis of Presentation for further information on the Merger Agreement and the Proposed Transaction. Concurrently with signing the Merger Agreement, Authentic and the Company entered into a voting and support agreement (the “Voting Agreement”) with Paul Marciano, Carlos Alberini, certain trusts, foundations and/or affiliates of each of them and of Maurice Marciano and certain other Company stockholders parties thereto (collectively, the “Supporting Stockholders”), pursuant to which, among other things, each of the Supporting Stockholders agreed with Authentic and the Company, subject to the terms thereof, to vote or cause to be voted, all of their respective Shares in favor of the adoption of the Merger Agreement and the approval of the Merger and the Proposed Transaction and any other matters necessary or reasonably requested by Authentic for the timely consummation of the Merger and the Proposed Transaction. The Voting Agreement also includes certain restrictions on the transfer of Shares by the Supporting Stockholders and requires the Supporting Stockholders to take certain actions under the Merger Agreement. Following execution of the Merger Agreement, the Company and Authentic have entered into certain arrangements for merchandise collaborations. No fees or expenses for work completed to date pursuant to these collaborations have been paid by the Company or Authentic during the nine months ended November 1, 2025 or November 2, 2024.

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