Guild Holdings Co (GHLD) director equity cashed out at $20 per share merger price

Rhea-AI Filing Summary

Guild Holdings Co director reports share and RSU cash-out tied to merger. A Guild Holdings Co (GHLD) director filed a Form 4 showing that on 11/28/2025 they disposed of 22,490 shares of Class A common stock, leaving them with no directly held shares. The filing explains that under a previously signed Merger Agreement, all outstanding Guild common shares were converted into the right to receive $20.00 per share in cash, referred to as the merger consideration.

The director also reported the cancellation of 7,763 restricted stock units (RSUs) and 98 dividend equivalent units (DEUs). Each RSU and related DEU was converted into the right to receive the same $20.00 per underlying share in cash, consistent with the merger terms. As a result of these transactions, the director no longer holds Guild equity awards and instead holds cash rights based on the merger consideration.

Insights

Equity compensation & M&A specialist

Director equity fully cashed out at $20 per share in completed merger.

The filing shows a Guild Holdings Co director’s equity being cleared out as part of a completed cash merger. All common shares were converted into the right to receive $20.00 per share in cash under the Merger Agreement, and the director’s 22,490 Class A shares were disposed of on 11/28/2025, leaving no directly held shares.

Equity awards were treated consistently with typical change-of-control structures. Each outstanding RSU was canceled and converted into cash equal to the $20.00 merger consideration multiplied by the 7,763 underlying shares, and 98 dividend equivalent units tied to those RSUs received the same treatment. This indicates that, for this insider, the transaction marks a full exit from equity exposure in favor of cash, with the economics fixed by the merger price rather than future stock performance.

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^*

Bryant Edward JR

(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		22,490	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 Edward Bryant, Jr.	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) disclose in this Form 4?

The Form 4 reports that a Guild Holdings Co director disposed of 22,490 shares of Class A common stock on 11/28/2025, leaving them with no directly held shares.

How were Guild Holdings Co (GHLD) shares treated in the merger?

Under the Merger Agreement, at the effective time all outstanding Guild common shares were converted into the right to receive $20.00 per share in cash, defined as the merger consideration.

What happened to the director’s restricted stock units (RSUs) at Guild Holdings Co (GHLD)?

Each outstanding RSU was canceled and converted into the right to receive the $20.00 merger consideration multiplied by the 7,763 shares underlying the RSU award.

What are dividend equivalent units (DEUs) mentioned for GHLD and how were they treated?

The 98 dividend equivalent units represent amounts credited on outstanding RSUs, rounded to whole shares, and they were canceled and converted into cash on the same $20.00 per underlying share terms as the RSUs.

Does the reporting person still own Guild Holdings Co (GHLD) equity after this transaction?

No. After disposing of 22,490 Class A shares and having 7,763 RSUs and 98 DEUs canceled for cash, the Form 4 shows the reporting person with 0 directly held common shares.

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

The reporting person is identified as a director of Guild Holdings Co on the Form 4.