Guild Holdings Co (GHLD) director reports stock and RSU cash-out at $20 per share

Rhea-AI Filing Summary

Guild Holdings Co director reports cash-out in merger

A Form 4 for Guild Holdings Co (GHLD) director Gioia Messinger reports that, on 11/28/2025, 27,877 shares of Class A common stock were disposed of in connection with the closing of a merger. Under a Merger Agreement dated June 17, 2025 among Gulf MSR HoldCo, LLC, Gulf MSR Merger Sub Corporation and Guild Holdings Co, all outstanding shares of common stock were converted into the right to receive $20.00 per share in cash.

The filing also notes that 7,763 restricted stock units and 98 related dividend equivalent units were canceled at the effective time of the merger and converted into cash equal to $20.00 per share multiplied by the number of underlying shares. Following these transactions, the reporting person reports beneficial ownership of 0 Guild Holdings Co securities.

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^*

Messinger Gioia

(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		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		27,877	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)			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 Gioia Messinger	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).
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FAQ

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

The filing reports that director Gioia Messinger disposed of 27,877 shares of Guild Holdings Co Class A common stock on 11/28/2025 in connection with a merger that paid cash consideration.

What was the merger consideration per share for Guild Holdings Co (GHLD)?

Under the Merger Agreement, all outstanding shares of Guild Holdings Co common stock were converted into the right to receive $20.00 per share in cash at the effective time.

How were Gioia Messinger’s restricted stock units in GHLD treated in the merger?

Each outstanding RSU award covering 7,763 shares was canceled at the effective time and converted into cash equal to $20.00 per share multiplied by the number of underlying shares.

What are Dividend Equivalent Units (DEUs) and how were GHLD DEUs handled?

Dividend Equivalent Units represent credits for dividends on RSUs. The filing states that 98 DEUs, paid on outstanding RSUs, were rounded to whole shares and were canceled and converted into cash on the same terms as the underlying RSUs at $20.00 per share.

What is Gioia Messinger’s reported ownership in Guild Holdings Co after these transactions?

After the merger-related stock and award conversions, the Form 4 reports that Gioia Messinger beneficially owns 0 securities of Guild Holdings Co.

Who were the parties to the Guild Holdings Co (GHLD) Merger Agreement?

The Merger Agreement dated June 17, 2025 was among Gulf MSR HoldCo, LLC, Gulf MSR Merger Sub Corporation, and Guild Holdings Co.