Guild Holdings Co (GHLD) CEO Form 4 shows $20-per-share cash merger and award conversion
Rhea-AI Filing Summary
Guild Holdings Co’s CEO, director and 10% owner Terry Lynn Schmidt reported changes in ownership tied to a completed cash merger and a charitable transfer. On 11/28/2025, 12,500 shares of Class A common stock were transferred as a gift to a donor-advised fund. The filing also shows that 2,609,298 shares of Class A common stock were disposed of in connection with a merger.
Under a previously signed Merger Agreement with Gulf MSR HoldCo, LLC and Gulf MSR Merger Sub Corporation, all outstanding Guild common shares were converted into the right to receive $20.00 per share in cash at the effective time. Outstanding restricted stock units (RSUs), performance stock units (PSUs), and related dividend equivalent units were canceled and converted into cash based on the same $20.00 per share consideration applied to the underlying shares.
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Insights
Filing documents cash merger at $20 per share and equity award cash-out.
This Form 4 for Guild Holdings Co details how CEO and 10% owner Terry Lynn Schmidt’s holdings were treated in a completed cash merger. All outstanding common shares were converted into the right to receive $20.00 per share in cash under a Merger Agreement with Gulf MSR HoldCo, LLC and Gulf MSR Merger Sub Corporation. In addition, a separate line reflects a gift of 12,500 Class A shares to a donor-advised fund, which is characterized as a charitable transfer.
The filing further explains that outstanding RSUs, PSUs and associated dividend equivalent units (DEUs) were canceled at the effective time and converted into cash using the same $20.00-per-share merger consideration, with PSUs based on target performance. This means equity awards were fully settled in cash rather than remaining outstanding in a post-merger entity. Investors can view this as confirmation of deal terms affecting both common shareholders and equity award holders as of the effective time referenced in the Merger Agreement.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Performance Stock Units | 31,812 | $0.00 | -- |
| Disposition | Dividend Equivalent Units | 400 | $0.00 | -- |
| Disposition | Restricted Stock Units | 30,587 | $0.00 | -- |
| Disposition | Dividend Equivalent Units | 3,826 | $0.00 | -- |
| Disposition | Restricted Stock Units | 14,674 | $0.00 | -- |
| Disposition | Dividend Equivalent Units | 1,836 | $0.00 | -- |
| Disposition | Restricted Stock Units | 71,432 | $0.00 | -- |
| Disposition | Dividend Equivalent Units | 5,514 | $0.00 | -- |
| Disposition | Restricted Stock Units | 95,435 | $0.00 | -- |
| Disposition | Dividend Equivalent Units | 1,200 | $0.00 | -- |
| Gift | Class A Common Stock | 12,500 | $0.00 | -- |
| Disposition | Class A Common Stock | 2,609,298 | $0.00 | -- |
Footnotes (1)
- Transferred to donor-advised fund. On June 17, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") among Gulf MSR HoldCo, LLC, Gulf MSR Merger Sub Corporation, and the Issuer, pursuant to which, at the Effective Time (as defined in the Merger Agreement), all outstanding shares of common stock of the Issuer were converted to the right to receive $20.00 per share in cash (the "Merger Consideration"). Pursuant to the Merger Agreement, at the Effective Time, each outstanding award of RSUs and PSUs was canceled and converted into the right to receive the Merger Consideration of $20.00 per share multiplied by the total number of shares underlying the RSU award or by the total number of shares underlying the PSU award (based on target level achievement of applicable performance goals), respectively. Represents Dividend Equivalent Units ("DEUs") paid on outstanding RSUs or PSUs, rounded to the nearest whole share, and subject to the same terms and canceled and converted pursuant to the Merger Agreement on the same terms as the underlying RSUs or PSUs, respectively.
FAQ
What does the GHLD Form 4 filed for Terry Lynn Schmidt report?
The Form 4 for Guild Holdings Co (GHLD) reports that CEO, director and 10% owner Terry Lynn Schmidt transferred 12,500 Class A common shares as a gift to a donor-advised fund and disposed of 2,609,298 Class A shares in connection with a merger that paid cash consideration.
How were RSUs and PSUs of Guild Holdings Co (GHLD) treated in the merger?
Each outstanding RSU and PSU award was canceled at the effective time and converted into the right to receive the $20.00 per share merger consideration, multiplied by the number of underlying shares, with PSUs calculated based on target-level performance.
What are Dividend Equivalent Units (DEUs) mentioned for GHLD and how were they handled?
Dividend Equivalent Units, or DEUs, represent dividend credits on outstanding RSUs or PSUs, rounded to the nearest whole share. The filing explains that these DEUs were subject to the same terms and were canceled and converted into cash under the Merger Agreement on the same basis as the related RSUs or PSUs.
Did the GHLD insider make any charitable transfers in this Form 4?
Yes. The Form 4 notes that 12,500 shares of Guild Holdings Co Class A common stock were transferred to a donor-advised fund, which the explanation describes as a transfer to that charitable vehicle.
What positions does Terry Lynn Schmidt hold at Guild Holdings Co (GHLD)?
The reporting person, Terry Lynn Schmidt, is identified as a director, a 10% owner, and an officer of Guild Holdings Co, serving in the role of CEO.