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.

Insights

Equity compensation and M&A specialist

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Schmidt Terry Lynn

(Last) (First) (Middle)

5887 COPLEY DRIVE

(Street)

SAN DIEGO CA 92111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Guild Holdings Co [ GHLD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	11/28/2025		G		12,500	D	(1)	2,609,298	D
Class A Common Stock	11/28/2025		D		2,609,298	D	(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(3)	11/28/2025		D(2)			31,812	(3)	(3)	Common Stock	31,812	(3)	0	D
Dividend Equivalent Units	(3)(4)	11/28/2025		D(2)			400	(3)(4)	(3)(4)	Common Stock	400	(3)(4)	0	D
Restricted Stock Units	(3)	11/28/2025		D(2)			30,587	(3)	(3)	Common Stock	30,587	(3)	0	D
Dividend Equivalent Units	(3)(4)	11/28/2025		D(2)(3)			3,826	(3)(4)	(3)(4)	Common Stock	3,826	(3)(4)	0	D
Restricted Stock Units	(3)	11/28/2025		D(2)			14,674	(3)	(3)	Common Stock	14,674	(3)	0	D
Dividend Equivalent Units	(3)(4)	11/28/2025		D(2)(3)			1,836	(3)(4)	(3)(4)	Common Stock	1,836	(3)(4)	0	D
Restricted Stock Units	(3)	11/28/2025		D(2)			71,432	(3)	(3)	Common Stock	71,432	(3)	0	D
Dividend Equivalent Units	(3)(4)	11/28/2025		D(2)(3)			5,514	(3)(4)	(3)(4)	Common Stock	5,514	(3)(4)	0	D
Restricted Stock Units	(3)	11/28/2025		D(2)			95,435	(3)	(3)	Common Stock	95,435	(3)	0	D
Dividend Equivalent Units	(3)(4)	11/28/2025		D(2)(3)			1,200	(3)(4)	(3)(4)	Common Stock	1,200	(3)(4)	0	D

Explanation of Responses:

1. Transferred to donor-advised fund.

2. 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").

3. 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.

4. 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.

	/s/ Bella Guerrero, Attorney-in-Fact for Terry Lynn Schmidt	11/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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.

What merger terms affecting Guild Holdings Co (GHLD) shareholders are described?

The filing states that under a Merger Agreement with Gulf MSR HoldCo, LLC and Gulf MSR Merger Sub Corporation, all outstanding Guild common stock was converted into the right to receive $20.00 per share in cash at the effective time of the merger.

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.