Guild Holdings Co (NYSE: GHLD) merger converts stock and RSUs into $20.00 cash

Rhea-AI Filing Summary

Guild Holdings Co completed a merger in which all outstanding common stock was converted into the right to receive $20.00 per share in cash. Director Michael Meyer reported the disposition of 56,044 shares of Class A common stock in connection with this transaction. In addition, 7,763 restricted stock units and 98 dividend equivalent units tied to Guild stock were canceled and converted into the same cash merger consideration, based on the number of underlying shares. This filing reflects the cash-out of the director’s equity holdings as a result of the merger closing.

Insights

Equity compensation and M&A specialist

Guild’s merger at $20.00 per share cashes out a director’s equity.

The disclosure shows that Guild Holdings Co closed a merger where each outstanding share of common stock was converted into the right to receive $20.00 in cash. Director Michael Meyer reports the disposition of 56,044 Class A shares, which aligns with shareholders being cashed out rather than continuing as equity holders.

The filing also explains the treatment of equity awards. Each outstanding RSU award was canceled and converted into cash equal to the $20.00 merger price multiplied by the 7,763 underlying shares, and an additional 98 dividend equivalent units followed the same terms. This is standard practice in many cash mergers, where unvested awards and related dividend equivalents are settled in cash on the same economic basis as common stock.

For investors, this confirms the key economic term of the merger consideration at $20.00 per share and shows that both common stock and outstanding equity awards, including RSUs and DEUs, were fully converted into cash at closing under the Agreement and Plan of Merger dated June 17, 2025.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Meyer Michael Charles

Role Director

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	56,044	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Dividend Equivalent Units — 0 shares (Direct); Class A Common Stock — 0 shares (Direct)

Footnotes (1)

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 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.

Form 4 Insider Transactions: What Each Field Means →

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

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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^*

Meyer Michael Charles

(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		56,044	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 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 Michael Meyer	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 involving Guild Holdings Co (GHLD) is described here?

The content describes the completion of a merger in which all outstanding shares of Guild Holdings Co common stock were converted into the right to receive $20.00 per share in cash, resulting in stock and equity awards being cashed out.

What did Guild Holdings Co (GHLD) shareholders receive in the merger?

At the merger’s Effective Time, each outstanding share of Guild Holdings Co common stock was converted into the right to receive $20.00 per share in cash, referred to as the Merger Consideration.

How were Michael Meyer’s Guild Holdings Co (GHLD) common shares affected?

Director Michael Meyer reported that 56,044 shares of Class A common stock were disposed of in the transaction, reflecting their conversion into the right to receive $20.00 per share in cash under the merger.

What happened to restricted stock units (RSUs) in the Guild Holdings Co merger?

Each outstanding RSU was canceled at the Effective Time and converted into the right to receive cash equal to the $20.00 per share Merger Consideration multiplied by the number of shares underlying the RSU award, including 7,763 RSUs reported for Michael Meyer.

How were dividend equivalent units (DEUs) on GHLD equity awards treated?

The 98 dividend equivalent units reported represent DEUs paid on outstanding RSUs or PSUs. These were rounded to the nearest whole share and were canceled and converted into cash on the same terms as the underlying RSUs or PSUs at $20.00 per share.

Who are the merger counterparties mentioned for Guild Holdings Co (GHLD)?

The Agreement and Plan of Merger was entered into among Gulf MSR HoldCo, LLC, Gulf MSR Merger Sub Corporation, and Guild Holdings Co, establishing the terms under which Guild shareholders and award holders received the $20.00 per share cash consideration.