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.
Positive
- None.
Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Performance Stock Units | 16,844 | $0.00 | -- |
| Disposition | Dividend Equivalent Units | 212 | $0.00 | -- |
| Disposition | Restricted Stock Units | 4,402 | $0.00 | -- |
| Disposition | Dividend Equivalent Units | 551 | $0.00 | -- |
| Disposition | Restricted Stock Units | 18,352 | $0.00 | -- |
| Disposition | Dividend Equivalent Units | 2,295 | $0.00 | -- |
| Disposition | Restricted Stock Units | 39,525 | $0.00 | -- |
| Disposition | Dividend Equivalent Units | 3,052 | $0.00 | -- |
| Disposition | Restricted Stock Units | 50,524 | $0.00 | -- |
| Disposition | Dividend Equivalent Units | 636 | $0.00 | -- |
| Gift | Class A Common Stock | 13,000 | $0.00 | -- |
| Disposition | Class A Common Stock | 281,726 | $0.00 | -- |
Footnotes (1)
- Transferred to donor-advised fund. 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"). 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. 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.
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.
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.