Welcome to our dedicated page for Guild Holdings Co SEC filings (Ticker: GHLD), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page aggregates historical SEC filings for Guild Holdings Company (GHLD), which formerly traded on the New York Stock Exchange. While it was a public company, Guild used its SEC reports to disclose details about its residential mortgage origination and servicing operations, capital structure, and significant corporate events.
Core filings for GHLD include annual reports on Form 10-K and quarterly reports on Form 10-Q, which discuss the performance of its origination and servicing segments, key performance indicators such as total originations and servicing portfolio unpaid principal balance, and non-GAAP measures like adjusted net income, adjusted EBITDA, adjusted return on average equity, and tangible net book value per share. Current reports on Form 8-K document material events, including quarterly earnings announcements, special dividends, share repurchase program updates, and the 2025 merger agreement with Gulf MSR HoldCo, LLC.
For investors examining corporate actions and trading status, this page also surfaces transaction-related filings. A Form 8-K filed on November 28, 2025 describes the completion of the merger in which Gulf MSR Merger Sub Corporation merged with and into Guild Holdings Company, with Guild becoming a wholly owned subsidiary of Gulf MSR HoldCo, LLC and each share of common stock being converted into the right to receive $20.00 in cash. A Form 25 filed by the New York Stock Exchange on November 28, 2025 reports the removal of GHLD from listing and registration, and a Form 15 filed on December 8, 2025 certifies the termination of registration of Guild’s common stock and suspension of its reporting obligations.
Stock Titan’s platform provides real-time access to these historical EDGAR documents along with AI-powered summaries that explain the significance of complex forms. Users can quickly review 10-K and 10-Q disclosures, Form 8-K event reports, and delisting and deregistration filings such as Form 25 and Form 15, helping them understand Guild’s regulatory history, the structure of its take-private transaction, and the end of its life as a public reporting company under the GHLD ticker.
Bayview Asset Management, LLC and its affiliate Bayview MSR Opportunity Master Fund, L.P. (together, the “Reporting Persons”) have filed Amendment No. 1 to Schedule 13D for Guild Holdings Co. (GHLD). The filing discloses two key developments:
- Merger Agreement: On 17 June 2025 Bayview-controlled entities Gulf MSR Holdco, LLC (Parent) and Gulf MSR Merger Sub Corp. executed an Agreement and Plan of Merger with GHLD. At closing, each outstanding share of GHLD common stock—other than the 1,457,647 Class A shares already owned by the Bayview fund—will be converted into the right to receive $20.00 in cash.
- Stockholder Approval Secured: McCarthy Capital Mortgage Investors, LLC, holder of 40,333,019 Class B shares, delivered a written consent adopting the Merger Agreement, satisfying the primary stockholder-approval condition.
The transaction is backed by an equity-commitment letter from the Bayview fund and remains subject to customary closing conditions. GHLD’s Board also intends to authorize a special dividend of up to $0.25 per share in 2025 and, if closing is delayed, quarterly dividends of up to $0.25 per share until completion; these payments will not adjust the $20.00 merger price.
Upon consummation, GHLD will be delisted from the NYSE and become a wholly-owned subsidiary of Parent. The Reporting Persons’ current beneficial ownership is reported at 1,595,844 Class A shares (7.3% of the class), all held with shared voting and dispositive power.
Guild Holdings Company (NYSE: GHLD) has entered into a definitive merger agreement with Gulf MSR HoldCo, LLC. Under the Agreement and Plan of Merger signed on 17 June 2025, Gulf MSR Merger Sub Corporation will merge with and into Guild, making Guild a wholly-owned subsidiary of the parent entity. Each outstanding share of Class A or Class B common stock—other than those already owned by Guild, the parent parties, or appraisal-right holders—will be converted into the right to receive $20.00 in cash, without interest.
The board of directors unanimously approved the transaction and recommended shareholder adoption. Majority shareholder McCarthy Capital Mortgage Investors, LLC (MCMI) simultaneously executed a Support Agreement and delivered a Written Consent, thereby securing the required shareholder approval immediately; no further vote is necessary. The parties expect to close the deal in Q4 2025, subject primarily to regulatory clearances, mailing of an information statement, and customary accuracy and covenant conditions. There is no financing contingency; an affiliated fund of the acquirer has committed up to $1.283 billion in equity capital and issued a limited guarantee that covers any reverse termination fee.
The Merger Agreement allows—but does not require—special or quarterly cash dividends of up to $0.25 per share before closing, with no impact on the $20.00 consideration. Termination provisions include a $38 million fee payable by Guild and a $72.9 million reverse termination fee payable by the parent under specified circumstances. The company is bound by typical “no-shop” covenants, subject to limited fiduciary exceptions.
Separately, Guild executed new three-year employment agreements (renewable annually) with senior executives Terry Schmidt, David Neylan, and Desiree Kramer, preserving current base salary and bonus targets and adding long-term deferred incentive awards. Severance equal to one year of base salary is available upon certain qualifying terminations, along with prorated bonus and deferred-award vesting. Post-termination non-solicitation covenants apply to all three executives, with an additional one-year non-compete for Ms. Schmidt.