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.
Positive
- None.
Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 7,763 | $0.00 | -- |
| Disposition | Dividend Equivalent Units | 98 | $0.00 | -- |
| Disposition | Class A Common Stock | 22,490 | $0.00 | -- |
Footnotes (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"). 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. 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.
