Guild Holdings (GHLD) director reports $20-per-share merger cash-out

Rhea-AI Filing Summary

Guild Holdings Co insider activity reflects completion of a cash merger. A director and 10% owner reported disposing of 332,790 shares of Class A common stock on 11/28/2025, leaving 0 shares beneficially owned after the transaction.

The filing explains that, 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. Each outstanding restricted stock unit (RSU) and related dividend equivalent unit (DEU) was canceled at the merger effective time and converted into a cash right equal to $20.00 per share multiplied by the number of underlying shares, so all reported RSUs and DEUs now show a zero balance.

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

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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^*

McGarry Mary Ann

(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
	Officer (give title below)		Other (specify below)

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		D		332,790	D	(1)	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
Restricted Stock Units	(2)	11/28/2025		D(2)			45,880	(2)	(2)	Common Stock	45,880	(2)	0	D
Dividend Equivalent Units	(2)(3)	11/28/2025		D(2)(3)			5,738	(2)(3)	(2)(3)	Common Stock	5,738	(2)(3)	0	D
Restricted Stock Units	(2)	11/28/2025		D(2)			7,763	(2)	(2)	Common Stock	7,763	(2)	0	D
Dividend Equivalent Units	(2)(3)	11/28/2025		D(2)(3)			98	(2)(3)	(2)(3)	Common Stock	98	(2)(3)	0	D

Explanation of Responses:

1. 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").

2. Pursuant to the Merger Agreement, at the Effective Time, each outstanding award of RSUs 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.

3. Represents Dividend Equivalent Units ("DEUs") paid on outstanding RSUs, 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.

	/s/ Bella Guerrero, Attorney-in-Fact for Mary Ann McGarry	11/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Guild Holdings Co (GHLD) report in this Form 4?

The filing reports that a director and 10% owner of Guild Holdings Co disposed of 332,790 shares of Class A common stock on 11/28/2025, resulting in 0 shares beneficially owned after the transaction.

What cash consideration did Guild Holdings Co (GHLD) shareholders receive in the merger?

Under the 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.

What happened to Guild Holdings Co (GHLD) restricted stock units in the merger?

The filing states that each outstanding RSU award was canceled at the merger effective time and converted into the right to receive $20.00 per share multiplied by the number of underlying shares.

How were dividend equivalent units (DEUs) treated for Guild Holdings Co (GHLD) in this transaction?

Dividend Equivalent Units, which were paid on outstanding RSUs and rounded to the nearest whole share, were subject to the same terms as the RSUs and were canceled and converted into the cash merger consideration on the same basis.

Does the reporting person still hold any equity or derivative securities of Guild Holdings Co (GHLD)?

No. After the reported transactions, the Form 4 shows 0 shares of common stock and 0 derivative securities beneficially owned by the reporting person.

What is the relationship of the reporting person to Guild Holdings Co (GHLD)?

The reporting person is identified as both a Director and a 10% Owner of Guild Holdings Co.