Guild Holdings Co (NYSE: GHLD) director exits 78,058 shares in $20.00 cash merger

Rhea-AI Filing Summary

Guild Holdings Co insider Patrick Joseph Duffy reported the cash-out of equity holdings tied to the company’s merger. On 11/28/2025, Duffy disposed of 78,058 shares of Class A common stock, reflecting the closing of a previously agreed merger transaction. Under a June 17, 2025 Merger Agreement with Gulf MSR HoldCo, LLC and Gulf MSR Merger Sub Corporation, all outstanding common shares were converted into the right to receive $20.00 per share in cash.

In addition to common stock, Duffy’s equity awards were also canceled and converted to cash. Each outstanding restricted stock unit (RSU) award, covering 11,292 shares, and related 142 dividend equivalent units were terminated at the effective time and converted into the same $20.00 per share merger consideration. This filing records the mechanical completion of the merger consideration for Duffy’s direct and derivative equity positions.

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^*

Duffy Patrick Joseph

(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	X	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		78,058	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)			11,292	(2)	(2)	Common Stock	11,292	(2)	0	D
Dividend Equivalent Units	(2)(3)	11/28/2025		D(2)(3)			142	(2)(3)	(2)(3)	Common Stock	142	(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 Patrick Joseph Duffy	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 insider transaction did GHLD director Patrick Joseph Duffy report?

Patrick Joseph Duffy reported the disposition of 78,058 shares of Guild Holdings Co Class A common stock on 11/28/2025, in connection with the closing of a merger where all outstanding common shares were converted into cash.

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

Under the Merger Agreement dated June 17, 2025, all outstanding shares of Guild Holdings Co common stock were converted into the right to receive $20.00 per share in cash, referred to as the Merger Consideration.

How were GHLD restricted stock units (RSUs) held by Patrick Duffy treated in the merger?

At the effective time of the merger, each outstanding RSU award covering 11,292 shares held by Patrick Duffy was canceled and converted into the right to receive the $20.00 per share Merger Consideration multiplied by the number of underlying shares.

What happened to GHLD dividend equivalent units (DEUs) held by Patrick Duffy?

Duffy held 142 dividend equivalent units on his RSUs. These DEUs were rounded to the nearest whole share and were subject to the same terms as the underlying RSUs, being canceled and converted into the same $20.00 per share Merger Consideration.

What is the relationship of Patrick Joseph Duffy to Guild Holdings Co (GHLD)?

Patrick Joseph Duffy is identified as a Director and a 10% Owner of Guild Holdings Co in this Form 4 filing.

Does this GHLD Form 4 indicate a Rule 10b5-1 trading plan?

The form includes a checkbox to indicate whether a transaction was made under a Rule 10b5-1(c) trading plan, but the provided excerpt does not show that this box was checked as part of Duffy’s merger-related disposition.