Every 8-K that Guild Holdings Company (GHLD) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow GHLD and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full GHLD filings page.
Guild Holdings Company has completed its merger with Gulf MSR Merger Sub Corporation, becoming a wholly owned subsidiary of Gulf MSR HoldCo, LLC. At the effective time of the merger, each share of Class A and Class B common stock was converted into the right to receive $20.00 in cash per share, without interest. The aggregate consideration paid in the transaction was approximately $1.244 billion, funded by equity financing from Bayview MSR Opportunity (U.S.) Master Fund, L.P.
Following the merger, Guild’s Class A common stock will be delisted from the New York Stock Exchange and the company plans to deregister the shares and suspend its SEC reporting obligations. All existing equity-based awards, including time-based RSUs and performance-based PSUs, were cancelled and converted into cash based on the per share consideration. Senior management at subsidiary Guild Mortgage Company LLC, including Terry L. Schmidt as CEO and Amber Kramer as CFO, will continue in their roles and have been granted retention bonuses equal to one year of base salary, paid in two installments over one year, subject to continued employment and clawback conditions.
Guild Holdings Company furnished a press release announcing its financial results for the third quarter ended September 30, 2025.
The information was provided under Item 2.02 and attached as Exhibit 99.1; the Item 2.02 content and Exhibit 99.1 are furnished, not filed, under the Exchange Act.
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.