Guild Holdings Co (GHLD) officer reports $20 cash-out of shares and awards

Rhea-AI Filing Summary

Guild Holdings Co’s President and COO, David Manuel Neylan, reported changes in his ownership of Class A common stock and equity awards. On 11/28/2025, he transferred 13,000 shares to a donor-advised fund, and all remaining 281,726 shares of common stock were disposed of in connection with a merger transaction.

Under a previously signed merger agreement, all outstanding shares of Guild common stock were converted into the right to receive $20.00 per share in cash. Outstanding restricted stock units, performance stock units and related dividend equivalent units were canceled and similarly converted into cash based on the $20.00 per share merger consideration and the number of underlying shares.

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Executive equity and awards at Guild were fully cashed out at $20 per share.

The filing shows that Guild Holdings Co completed a cash merger in which all outstanding common shares, including those held by President and COO David Manuel Neylan, were converted into the right to receive $20.00 per share. His 281,726 common shares were disposed of in this transaction, and he also donated 13,000 shares to a donor-advised fund on 11/28/2025.

The merger also affected long-term incentives. Each outstanding RSU and PSU, plus associated dividend equivalent units, was canceled and converted into cash equal to the $20.00 merger price multiplied by the number of underlying shares (for PSUs, using target performance). This means equity-based compensation tied to Guild’s stock has been fully monetized, and future details on integration or post-merger structure would need to be taken from other company disclosures.

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^*

Neylan David Manuel

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and COO

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		13,000	D	(1)	281,726	D
Class A Common Stock	11/28/2025		D		281,726	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)			16,844	(3)	(3)	Common Stock	16,844	(3)	0	D
Dividend Equivalent Units	(3)(4)	11/28/2025		D(2)			212	(3)(4)	(3)(4)	Common Stock	212	(3)(4)	0	D
Restricted Stock Units	(3)	11/28/2025		D(2)			4,402	(3)	(3)	Common Stock	4,402	(3)	0	D
Dividend Equivalent Units	(3)(4)	11/28/2025		D(2)(4)			551	(3)(4)	(3)(4)	Common Stock	551	(3)(4)	0	D
Restricted Stock Units	(3)	11/28/2025		D(2)			18,352	(3)	(3)	Common Stock	18,352	(3)	0	D
Dividend Equivalent Units	(3)(4)	11/28/2025		D(2)(4)			2,295	(3)(4)	(3)(4)	Common Stock	2,295	(3)(4)	0	D
Restricted Stock Units	(3)	11/28/2025		D(2)			39,525	(3)	(3)	Common Stock	39,525	(3)	0	D
Dividend Equivalent Units	(3)(4)	11/28/2025		D(2)(4)			3,052	(3)(4)	(3)(4)	Common Stock	3,052	(3)(4)	0	D
Restricted Stock Units	(3)	11/28/2025		D(2)			50,524	(3)	(3)	Common Stock	50,524	(3)	0	D
Dividend Equivalent Units	(3)(4)	11/28/2025		D(2)(4)			636	(3)(4)	(3)(4)	Common Stock	636	(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 David Manuel Neylan	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 executive transaction did Guild Holdings Co (GHLD) report on this Form 4?

The President and COO of Guild Holdings Co, David Manuel Neylan, reported transferring 13,000 Class A common shares to a donor-advised fund and disposing of his remaining 281,726 shares in connection with a merger transaction on 11/28/2025.

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

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 as merger consideration.

How were RSUs and PSUs of Guild Holdings Co (GHLD) treated in the merger?

Each outstanding RSU and PSU was canceled and converted into cash equal to $20.00 per share multiplied by the total shares underlying the award, with PSUs based on target performance levels.

What happened to dividend equivalent units (DEUs) at Guild Holdings Co (GHLD)?

Dividend Equivalent Units associated with RSUs and PSUs, rounded to the nearest whole share, were subject to the same terms as the underlying awards and were canceled and converted into cash using the $20.00 per share merger consideration.

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

The reporting person, David Manuel Neylan, is listed as an Officer of Guild Holdings Co, with the title President and COO.

Was the Guild Holdings Co (GHLD) insider transaction a joint filing?

No. The document states that the Form 4 was filed by one reporting person, not by more than one reporting person.