SKECHERS (SKX) Insider: Unvested Shares Converted to $63 Cash in Merger

Rhea-AI Filing Summary

Zulema Garcia, a director of SKECHERS USA INC (SKX), reported on 09/12/2025 the cancellation and disposition of Class A common stock holdings under the parties' Merger Agreement dated May 2, 2025. Unvested shares and shares underlying unvested restricted stock units were cancelled and exchanged for a cash merger consideration of $63.00 per share. The reporting shows the affected shares were disposed of in accordance with the merger terms and, following the reported transactions and elections, the reporting person’s beneficial ownership of the referenced Class A common stock is 0 shares.

Positive

• Merger consideration of $63.00 per share provides a clear, fixed cash outcome for the cancelled unvested shares and RSUs
• Compliance with reporting obligations: Form 4 documents the transaction and the reporting person’s election under the merger agreement

Negative

• Reporting person’s beneficial ownership reduced to 0 shares for the reported Class A common stock holdings following the transaction

Insights

Financial Analyst

TL;DR Director disposed of previously unvested equity as part of the announced merger, receiving $63.00 per share in cash.

The Form 4 documents the administrative exchange of unvested shares and RSU-underlying shares for the contractual cash merger consideration. This filing does not report trading for price discovery or discretionary insider selling; it reflects the mechanics of a corporate transaction that eliminated the reported holdings. For investors, the key fact is the fixed per-share cash consideration of $63.00, which finalizes compensation for those specific equity instruments.

Corporate Governance Expert

TL;DR This is a governance-level compliance filing showing equity cancellation under the merger, leaving the director with no reported shares from these grants.

The Form 4 is procedural: it confirms that unvested equity and RSU-linked shares held by the director were treated per the Merger Agreement and converted to cash. The filing provides transparency regarding insiders’ post-merger holdings and confirms election choices under the merger terms. It does not indicate voluntary insider trading or a change in board status; it records the contractual outcome of the acquisition.

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^*

Garcia Zulema

(Last) (First) (Middle)

C/O SKECHERS U.S.A., INC.

228 MANHATTAN BEACH BLVD.

(Street)

MANHATTAN BEACH CA 90266

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SKECHERS USA INC [ SKX ]

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)
09/12/2025

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	09/12/2025		D(1)		9,783	D	$63(1)	6,900	D
Class A Common Stock	09/12/2025		D(2)		6,900	D	(2)	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

Explanation of Responses:

1. In accordance with the terms of the Merger Agreement dated May 2, 2025 (the "Merger Agreement") between the Issuer and a subsidiary of Beach Acquisition Co Parent, LLC, as described in the Schedule 14C Information Statement/Prospectus and Notice of Action by Written Consent filed by the Issuer with the Securities and Exchange Commission on August 5, 2025, these securities, comprised of unvested shares of Class A Common Stock and shares of Class A Common Stock underlying unvested restricted stock units, were cancelled and exchanged for the Cash Merger Consideration of $63.00 per share.

2. In accordance with the terms of the Merger Agreement, these shares of Class A Common Stock were cancelled and exchanged for the Merger Consideration, as defined, and in accordance with the election made by the Reporting Person, under the Merger Agreement.

	/s/ Zulema Garcia	09/12/2025
	** 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 did Zulema Garcia report on Form 4 for SKX?

The Form 4 reports the cancellation and exchange of unvested Class A shares and RSU-underlying shares for $63.00 per share under the Merger Agreement.

When did the reported transactions occur?

The transactions are reported with a transaction date of 09/12/2025.

What was the per-share consideration in the merger for the cancelled shares?

The cash merger consideration was $63.00 per share.

Does the filing show any remaining beneficial ownership for the director?

Following the reported transactions and election, the filing indicates the reporting person has 0 shares of the referenced Class A common stock.

Which agreement governed these transactions?

The transactions were effected in accordance with the Merger Agreement dated May 2, 2025 between the issuer and a Beach Acquisition Co Parent, LLC subsidiary.