Skechers and 3G Capital Receive Regulatory Approval for …

Skechers U.S.A., Inc. (“Skechers” or the “Company”) and 3G Capital Partners L.P. (“3G Capital”) have recently confirmed that all necessary regulatory approvals vital for the successful execution of the long-discussed acquisition of Skechers by 3G Capital (the “Transaction”) have been obtained. The two entities are currently anticipating the finalization of the Transaction on September 12, 2025, contingent upon the fulfillment of standard closing conditions specified in the definitive merger agreement between the parties, established on May 4, 2025 (the “Merger Agreement”).

Furthermore, Skechers and 3G Capital have also disclosed that the deadline for Skechers stockholders of record to select their preferred form of merger consideration concerning the Transaction is set at 5:00 p.m. Eastern Time on September 5, 2025 (referred to as the “Election Deadline”). It is important to note that there will be no provisions for elections post the Election Deadline. Stakeholders holding shares indirectly through a bank, brokerage, or another nominee may need to comply with an earlier election deadline and are advised to carefully scrutinize any materials dispatched by their respective intermediary. Starting around August 5, 2025, the election materials, essential for record holders of Skechers common stock to make their preferences regarding the form of merger consideration known, were disseminated to holders of record of Skechers common stock as of July 29, 2025.

To be eligible for making an election, Skechers stockholders of record have to ensure the prompt delivery of properly filled-out election materials to Equiniti Trust Company, LLC by the Election Deadline. Stakeholders holding shares indirectly through a bank, brokerage, or another nominee should attentively complete and review any received election materials from their intermediary. As per the terms laid out in the election materials and the Information Statement/Prospectus jointly submitted with the Securities and Exchange Commission (SEC) on August 5, 2025, Skechers stockholders have the option to opt for one of two forms of merger consideration for each share of Skechers common stock. They can choose between receiving $63.00 per share in cash (referred to as the “Cash Election Consideration”) or $57.00 per share in cash alongside one equity unit in a newly established, privately held firm that will serve as the parent company of Skechers post the Transaction closure (referred to as the “Mixed Election Consideration”).

Any Skechers common stock that undergoes selling, transfer, assignment, or any other form of disposal (including through derivative or hedging arrangements) between the conclusion of trading on May 2, 2025, and the Transaction closure will not qualify for receiving the Mixed Election Consideration. Only up to 20% of the total outstanding shares of Skechers common stock are eligible for the Mixed Election Consideration. In the event where holders of shares exceeding this 20% threshold opt for the Mixed Election Consideration, such selections will undergo proration. Shares that do not have any election made on their behalf will be converted into the Cash Election Consideration.

In case of any queries concerning the election materials or the election process, Skechers stockholders are encouraged to reach out to D.F. King & Co., Inc., the information agent for the election, at (888) 564-8149 (toll-free) or [email protected], or their respective intermediary at the earliest.

For additional insights on the Transaction, the merger consideration, and the election process, please refer to the Information Statement/Prospectus. Stakeholders are strongly advised to carefully peruse the Information Statement/Prospectus in its entirety. Interested individuals can acquire copies of the Information Statement/Prospectus free of charge by following the instructions outlined under “Important Additional Information and Where to Find It.”

Skechers, known as The Comfort Technology Company®, operates from Southern California and specializes in designing, creating, and marketing a wide range of lifestyle and performance footwear, apparel, and accessories tailored for men, women, and children. The Company’s product lines are available in roughly 180 countries and territories through department and specialty stores and are directly accessible to consumers through skechers.com, as well as around 5,300 Skechers retail outlets. As a Fortune 500® company, Skechers manages its global operations via wholly-owned subsidiaries, joint endeavors, and distributors. For further details, please visit about.skechers.com and keep up with the latest updates on social media platforms like Facebook, Instagram, and TikTok.

3G Capital, recognized as a global investment firm and private partnership, adopts an owner-operator investment strategy focused on long-term outcomes. For years, 3G Capital partners have collaborated with top-tier management teams and founding families to acquire renowned businesses, thereby unlocking sustainable growth and enduring value. Originating in 2004, 3G Capital is spear