Guild Holdings director exits stake in $20-per-share merger

Q: 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.

Q: 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.

Q: 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.

Q: 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.

Q: 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.

Q: 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.

Guild Holdings Co insider activity reflects completion of a cash merger.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

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.

Insider Trade Summary

Disposition: 392,269 shares

Disposition 5 txns

Insider McGarry Mary Ann

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	45,880	$0.00	$0.00
Disposition	Dividend Equivalent Units	5,738	$0.00	$0.00
Disposition	Restricted Stock Units	7,763	$0.00	$0.00
Disposition	Dividend Equivalent Units	98	$0.00	$0.00
Disposition	Class A Common Stock	332,790	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Dividend Equivalent Units — 0 contracts (Direct); Class A Common Stock — 0 shares (Direct)

Footnotes (3)

F1. 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").
F2. 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.
F3. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 11/28/2025 - 12:21 PM EST

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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.
* 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.

Source: View Original Filing on SEC EDGAR