Guild Holdings Co SEC Filings

Guild Holdings Co. (GHLD) – Form 4 insider transaction

President & Chief Operating Officer David Manuel Neylan filed a Form 4 covering activity on 1 July 2025. The filing shows a Code F transaction, meaning 1,750 Class A common shares were withheld at $19.79 each to satisfy tax obligations tied to the vesting of previously granted restricted stock units (RSUs). After this non-open-market disposition, Neylan’s direct beneficial ownership stands at 429,424 shares, which includes dividend equivalent units associated with the RSUs. No derivative securities were acquired or sold, and no additional open-market trades were disclosed.

The transaction is administrative in nature, does not reflect a discretionary sale, and leaves Neylan with a substantial equity stake aligned with shareholders. The filing contains no broader financial data, strategic commentary, or indication of material operational developments for Guild Holdings.

Bayview Asset Management, LLC and its affiliate Bayview MSR Opportunity Master Fund, L.P. (together, the “Reporting Persons”) have filed Amendment No. 1 to Schedule 13D for Guild Holdings Co. (GHLD). The filing discloses two key developments:

• Merger Agreement: On 17 June 2025 Bayview-controlled entities Gulf MSR Holdco, LLC (Parent) and Gulf MSR Merger Sub Corp. executed an Agreement and Plan of Merger with GHLD. At closing, each outstanding share of GHLD common stock—other than the 1,457,647 Class A shares already owned by the Bayview fund—will be converted into the right to receive $20.00 in cash.
• Stockholder Approval Secured: McCarthy Capital Mortgage Investors, LLC, holder of 40,333,019 Class B shares, delivered a written consent adopting the Merger Agreement, satisfying the primary stockholder-approval condition.

The transaction is backed by an equity-commitment letter from the Bayview fund and remains subject to customary closing conditions. GHLD’s Board also intends to authorize a special dividend of up to $0.25 per share in 2025 and, if closing is delayed, quarterly dividends of up to $0.25 per share until completion; these payments will not adjust the $20.00 merger price.

Upon consummation, GHLD will be delisted from the NYSE and become a wholly-owned subsidiary of Parent. The Reporting Persons’ current beneficial ownership is reported at 1,595,844 Class A shares (7.3% of the class), all held with shared voting and dispositive power.

Guild Holdings Company (NYSE: GHLD) has entered into a definitive merger agreement with Gulf MSR HoldCo, LLC. Under the Agreement and Plan of Merger signed on 17 June 2025, Gulf MSR Merger Sub Corporation will merge with and into Guild, making Guild a wholly-owned subsidiary of the parent entity. Each outstanding share of Class A or Class B common stock—other than those already owned by Guild, the parent parties, or appraisal-right holders—will be converted into the right to receive $20.00 in cash, without interest.

The board of directors unanimously approved the transaction and recommended shareholder adoption. Majority shareholder McCarthy Capital Mortgage Investors, LLC (MCMI) simultaneously executed a Support Agreement and delivered a Written Consent, thereby securing the required shareholder approval immediately; no further vote is necessary. The parties expect to close the deal in Q4 2025, subject primarily to regulatory clearances, mailing of an information statement, and customary accuracy and covenant conditions. There is no financing contingency; an affiliated fund of the acquirer has committed up to $1.283 billion in equity capital and issued a limited guarantee that covers any reverse termination fee.

The Merger Agreement allows—but does not require—special or quarterly cash dividends of up to $0.25 per share before closing, with no impact on the $20.00 consideration. Termination provisions include a $38 million fee payable by Guild and a $72.9 million reverse termination fee payable by the parent under specified circumstances. The company is bound by typical “no-shop” covenants, subject to limited fiduciary exceptions.

Separately, Guild executed new three-year employment agreements (renewable annually) with senior executives Terry Schmidt, David Neylan, and Desiree Kramer, preserving current base salary and bonus targets and adding long-term deferred incentive awards. Severance equal to one year of base salary is available upon certain qualifying terminations, along with prorated bonus and deferred-award vesting. Post-termination non-solicitation covenants apply to all three executives, with an additional one-year non-compete for Ms. Schmidt.