Guild Holdings Co (NYSE: GHLD) details director equity cash-out at $20

Rhea-AI Filing Summary

Guild Holdings Co director Martha Marcon reported the disposition of all her equity in the company in connection with a cash merger. On 11/28/2025, she disposed of 64,630 shares of Class A common stock, leaving her with zero shares beneficially owned.

The filing explains that under a Merger Agreement entered on June 17, 2025 with Gulf MSR HoldCo, LLC and Gulf MSR Merger Sub Corporation, all outstanding shares of Guild common stock were converted at the effective time into the right to receive $20.00 per share in cash. Each outstanding restricted stock unit award, covering 7,763 shares, and related 98 dividend equivalent units was canceled and converted into the same $20.00 per share cash consideration for the underlying shares.

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^*

Marcon Martha E.

(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		64,630	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 Martha Marcon	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).
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FAQ

What transaction did GHLD disclose in this Form 4?

The filing shows that Guild Holdings Co (GHLD) director Martha Marcon disposed of all her equity holdings, including common shares and equity awards, in connection with a cash merger that converted her interests into cash.

How many GHLD common shares did the director dispose of?

The director disposed of 64,630 shares of Guild Holdings Co Class A common stock on 11/28/2025, resulting in 0 shares beneficially owned after the transaction.

What was the cash price paid per share in the GHLD merger?

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

What happened to the restricted stock units (RSUs) held by the GHLD director?

Each outstanding RSU award, covering 7,763 underlying shares, was canceled at the effective time and converted into the right to receive the same $20.00 per share cash consideration multiplied by the number of underlying shares.

How were GHLD dividend equivalent units treated in the merger?

The filing reports 98 dividend equivalent units (DEUs) tied to RSUs. These DEUs were subject to the same terms as the underlying RSUs and were canceled and converted into cash pursuant to the Merger Agreement.

Who were the counterparties in the GHLD Merger Agreement?

The Merger Agreement was entered into on June 17, 2025 among Gulf MSR HoldCo, LLC, Gulf MSR Merger Sub Corporation, and Guild Holdings Co, providing for the cash conversion of all outstanding common shares and equity awards.