Skechers Insiders Report Share Cancellations, $63 Cash and $57+Unit Elections

Rhea-AI Filing Summary

Insider transactions tied to merger: This Form 4 shows Robert Greenberg, M. Susan Greenberg and the Greenberg Family Trust reporting multiple share cancellations and exchanges on 09/12/2025 under the Merger Agreement with a Beach Acquisition Co Parent subsidiary. Certain unvested restricted Class A shares and Class A shares underlying RSUs were cancelled for a $63.00 cash per share payment. Other shares were exchanged for $57.00 cash plus one Parent common LLC unit per share based on the reporting persons' elections. The filing also shows a withdrawal of Class B shares from the Skechers Voting Trust and conversion/transfer mechanics that leave the Greenberg Family Trust with 12,755,986 Class A-equivalent shares reported as beneficially owned.

Positive

• Certain unvested Class A shares and RSUs were exchanged for $63.00 cash per share, providing immediate liquidity to insiders.
• Some holders elected the mixed consideration option: $57.00 plus one Parent common LLC unit per share, allowing participation in Parent equity.

Negative

• Large disposals recorded (e.g., 157,408 and 13,908 Class A share cancellations) reduce direct insider equity holdings.
• Withdrawal of Class B shares from the Skechers Voting Trust ends that voting arrangement, changing historical governance structure.

Insights

M&A Specialist

TL;DR: Merger consideration realized through stock cancellations and mixed cash/unit elections.

The Form 4 documents execution of the Merger Agreement economic terms: disposal of unvested equity for a firm cash price of $63.00 per share in some instances and a mixed consideration of $57.00 plus one Parent unit in others based on holder election. This reflects typical deal mechanics where insiders receive negotiated cash or cash-plus-equity alternatives. The recording of both cash-only and cash-plus-unit elections is material because it shows how insider proceeds will be settled and indicates completion mechanics of the transaction.

Corporate Governance Expert

TL;DR: Voting trust withdrawal and conversions change share control reporting but preserve significant trust ownership.

The withdrawal of Class B shares from the Skechers Voting Trust is notable for governance disclosure: the voting trust no longer beneficially owns Class B shares post-merger, which alters public voting arrangements. However, the Greenberg Family Trust continues to report 12,755,986 Class A-equivalent shares, so substantial insider economic exposure and influence remain. This is a routine yet important disclosure for shareholder voting and control analysis.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

GREENBERG ROBERT

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE 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)

	Form filed by One Reporting Person
X	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)		157,408	D	$63(1)	0	D
Class A Common Stock	09/12/2025		D(2)		13,908	D	(2)	0	I	By Greenberg Family Trust

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
Class B Common Stock(3)	(4)	09/12/2025		Z(5)		8,500,000		(4)	(4)	Class A Common Stock	8,500,000	$0	12,755,986	I	The Greenberg Family Trust
Class B Common Stock(3)	(4)	09/12/2025		D(2)			12,755,986	(4)	(4)	Class A Common Stock	12,755,986	(2)	0	I	The Greenberg Family Trust

1. Name and Address of Reporting Person^*

GREENBERG ROBERT

(Last) (First) (Middle)

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

228 MANHATTAN BEACH BLVD.

(Street)

MANHATTAN BEACH CA 90266

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

GREENBERG M SUSAN

(Last) (First) (Middle)

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

228 MANHATTAN BEACH BLVD.

(Street)

MANHATTAN BEACH CA 90266

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

GREENBERG FAMILY TRUST

(Last) (First) (Middle)

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

228 MANHATTAN BEACH BLVD.

(Street)

MANHATTAN BEACH CA 90266

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

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 ("Parent"), 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 restricted 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 securities were cancelled and exchanged for $57.00 plus one common limited liability company unit of Parent per share, in accordance with the elections made by the Reporting Person under the Merger Agreement.

3. Holders of Class A Common Stock and Class B Common Stock generally have identical rights, except that holders of Class A Common Stock are entitled to one vote per share while holders of Class B Common Stock are entitled to ten votes per share on matters to be voted on by shareholders.

4. Shares of Class B Common Stock are convertible into Class A Common Stock on a one-for-one basis for no additional consideration at any time, with no expiration date, upon voluntary conversion by the holder of such shares or upon any sale or transfer of such shares with certain exceptions.

5. Represents the withdrawal by the Reporting Person of shares of Class B Common Stock from the Skechers Voting Trust. In connection with the consummation of the merger under the Merger Agreement, the Skechers Voting Trust no longer beneficially owns any shares of Class B Common Stock.

	/s/ Robert Greenberg, as individual and trustee	09/12/2025
	/s/ Philip Paccione, as Attorney-in-fact on behalf of M. Susan Greenberg, as individual and trustee	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Robert Greenberg and related parties exchange their Skechers (SKX) shares for?

They exchanged certain unvested Class A shares and shares underlying RSUs for $63.00 cash per share, and other shares were exchanged for $57.00 plus one Parent LLC unit per share based on elections.

When were the transactions reported on the Form 4 for SKX?

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

How many Class A-equivalent shares does the Greenberg Family Trust report after the transactions?

The filing reports the Greenberg Family Trust as beneficially owning 12,755,986 Class A-equivalent shares following the transactions.

Did the filing indicate any change to the Skechers Voting Trust?

Yes. The reporting person withdrew Class B shares from the Skechers Voting Trust; the filing states the Voting Trust no longer beneficially owns any Class B shares in connection with the merger.

How do Class A and Class B Skechers shares differ in voting rights?

Per the filing, Class A Common Stock carries one vote per share while Class B Common Stock carries ten votes per share, and Class B shares are convertible one-for-one into Class A shares.