Skechers insider exchanges unvested shares for $63 cash per share in merger

Rhea-AI Filing Summary

John M. Vandemore, Chief Financial Officer of SKECHERS USA INC (SKX), reported two disposals on 09/12/2025 under the terms of a Merger Agreement with a Beach Acquisition Co Parent subsidiary. The filing shows 63,137 shares of Class A common stock were disposed of for $63.00 per share as cash merger consideration for unvested shares and shares underlying unvested restricted stock units. A separate disposition of 82,672 shares of Class A common stock was also reported and treated under the Merger Agreement in accordance with the reporting person’s election. The reported post-transaction beneficial ownership figures are shown as 82,672 and 0 for the respective lines in the table.

Positive

• Merger consideration paid in cash at a specified price of $63.00 per share, providing clear, fixed consideration for cancelled equity
• Dispositions are transaction-specific to the Merger Agreement, indicating they were executed under agreed deal terms rather than opportunistic trading

Negative

• Insider holdings reduced through cancellation/exchange of 63,137 and 82,672 Class A shares, lowering insider equity exposure
• Unvested shares and RSU-linked shares were cancelled, meaning previously granted equity compensation was converted to cash rather than retained as stock

Insights

Financial Analyst

TL;DR: Insider disposed of shares as part of a merger, receiving $63.00 per share; this reflects deal consideration moving stock to cash.

The Form 4 documents two dispositions by the company CFO tied directly to a Merger Agreement dated May 2, 2025. The first disposition of 63,137 shares converted unvested shares and RSU-underlying shares into cash at $63.00 per share. The second disposition of 82,672 shares was processed per the reporting person’s election under the same agreement. These transactions are mechanistic outcomes of a corporate acquisition and represent conversion of equity compensation and held shares into the stated merger consideration.

Corporate Governance Expert

TL;DR: Insider share cancellations and cash-out reflect standard merger mechanics, reducing insider equity stakes post-transaction.

The filing explicitly ties the disposals to the Merger Agreement and an information statement filed August 5, 2025. Cancellation and exchange of unvested shares and RSU-linked shares for cash is consistent with merger consideration provisions. The reporting shows final beneficial-ownership figures for each reported line, confirming the insider’s holdings were adjusted pursuant to the transaction terms rather than independent open-market trades.

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^*

Vandemore John M

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF FINANCIAL OFFICER

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)		63,137	D	$63(1)	82,672	D
Class A Common Stock	09/12/2025		D(2)		82,672	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/ John Vandemore	09/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did John M. Vandemore report on Form 4 for SKX?

He reported two dispositions of Class A common stock on 09/12/2025 tied to a Merger Agreement, including 63,137 shares and 82,672 shares.

What price was paid per share in the Merger Agreement?

$63.00 per share was paid as cash merger consideration for the securities described as unvested shares and shares underlying unvested restricted stock units.

Why were these shares cancelled or exchanged?

The filing states the shares were cancelled and exchanged pursuant to the terms of the Merger Agreement between the issuer and a subsidiary of Beach Acquisition Co Parent, LLC.

How did the transactions affect beneficial ownership on the Form 4?

The table shows post-transaction beneficial ownership figures of 82,672 and 0 for the respective reported lines.

Are these transactions ordinary open-market trades?

No. The Form 4 links the dispositions to the Merger Agreement and an information statement/prospectus filed August 5, 2025, indicating they resulted from the merger terms.