Guild Holdings Co (NYSE: GHLD) CFO reports $20 per share merger cash-out

Rhea-AI Filing Summary

Guild Holdings Co senior vice president and CFO Desiree Amber Kramer reported the cash-out of her equity in connection with the company’s merger. On 11/28/2025, she disposed of 201,361 shares of Class A common stock, with all shares converted into the right to receive $20.00 per share in cash under a previously agreed Merger Agreement.

The filing also shows that multiple equity awards, including restricted stock units, performance stock units and related dividend equivalent units, were canceled at the merger’s effective time and converted into the same $20.00 per share cash consideration based on the number of underlying shares. Following these transactions, the reported derivative positions show 0 units beneficially owned, reflecting that the officer’s equity awards in Guild Holdings Co were fully settled in cash as part of the completed merger.

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

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^*

KRAMER DESIREE AMBER

(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)
	Sr VP & CFO

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		201,361	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
Performance Stock Units	(2)	11/28/2025		D(2)			9,360	(2)	(2)	Common Stock	9,360	(2)(3)	0	D
Dividend Equivalent Units	(2)(3)	11/28/2025		D(2)			120	(2)(3)	(2)(3)	Common Stock	120	(2)(3)	0	D
Restricted Stock Units	(2)	11/28/2025		D(2)			13,764	(2)	(2)	Common Stock	13,764	(2)	0	D
Dividend Equivalent Units	(2)(3)	11/28/2025		D(2)(3)			1,722	(2)(3)	(2)(3)	Common Stock	1,722	(2)(3)	0	D
Restricted Stock Units	(2)	11/28/2025		D(2)			19,048	(2)	(2)	Common Stock	19,048	(2)	0	D
Dividend Equivalent Units	(2)(3)	11/28/2025		D(2)(3)			1,471	(2)(3)	(2)(3)	Common Stock	1,471	(2)(3)	0	D
Restricted Stock Units	(2)	11/28/2025		D(2)			28,069	(2)	(2)	Common Stock	28,069	(2)	0	D
Dividend Equivalent Units	(2)(3)	11/28/2025		D(2)(3)			354	(2)(3)	(2)(3)	Common Stock	354	(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 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.

3. 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 Desiree Amber Kramer	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 insider transaction did Guild Holdings Co (GHLD) report in this Form 4?

The Form 4 reports that senior vice president and CFO Desiree Amber Kramer disposed of 201,361 shares of Class A common stock on 11/28/2025, in connection with the company’s merger, receiving $20.00 per share in cash.

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

Under the Merger Agreement, each outstanding share of Guild Holdings Co common stock was converted into the right to receive $20.00 per share in cash, described as the Merger Consideration.

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

At the merger’s effective time, each outstanding RSU and PSU award was canceled and converted into the right to receive $20.00 per share multiplied by the total number of shares underlying the award, with PSUs based on target-level performance.

What happened to Dividend Equivalent Units for Guild Holdings Co (GHLD) awards?

Dividend Equivalent Units (DEUs) paid on outstanding RSUs and PSUs were rounded to the nearest whole share and were canceled and converted under the Merger Agreement on the same terms as the underlying awards, receiving the $20.00 per share cash consideration.

Does the reporting officer still hold derivative securities of Guild Holdings Co (GHLD)?

No. After the merger-related transactions, the Form 4 shows 0 derivative securities beneficially owned by the reporting officer, indicating that all reported RSUs, PSUs and related DEUs were canceled and settled for cash.

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

The reporting person, Desiree Amber Kramer, is identified as an officer of Guild Holdings Co, serving as Senior Vice President & Chief Financial Officer.