Skechers Insiders Cashed Out at $63.00 Under Merger Agreement

Rhea-AI Filing Summary

Katherine J. Blair, a director of SKECHERS USA Inc. (SKX), reported transactions dated 09/12/2025 where certain Class A common stock and shares underlying restricted stock units were cancelled and exchanged under the Merger Agreement for cash consideration of $63.00 per share. The report shows 9,783 shares disposed in one line and 9,400 shares disposed in a second line, with the second line resulting in 0 shares beneficially owned following the transaction. The filings state the cancellations and exchanges occurred pursuant to the Merger Agreement with a Beach Acquisition Co Parent, LLC subsidiary as described in the issuer's prior Schedule 14C filing.

Positive

• Merger consideration of $63.00 per share for cancelled shares provides a clear, fixed cash value to the reporting person
• Transaction executed under a Merger Agreement, indicating the disposition is part of a formal, documented corporate transaction

Negative

• Reporting person’s beneficial ownership reduced to zero for the second set of Class A shares following the exchange
• Cancellation of unvested shares and RSUs eliminates future equity exposure and potential upside for those holdings

Insights

Financial Analyst

TL;DR: Insider holdings were reduced through merger consideration at $63.00 per share, a routine outcome of the transaction.

The Form 4 documents that Director Katherine J. Blair had Class A shares and RSU-derived shares cancelled and exchanged for cash under the Merger Agreement dated May 2, 2025. The reported disposals—9,783 shares and 9,400 shares—reflect treatment of both unvested shares and vested holdings tied to the merger consideration. This is a transactional filing tied to a corporate control event rather than a voluntary open-market sale by the insider.

M&A Specialist

TL;DR: The Form 4 confirms merger consideration paid at $63.00 per share and cancellation of equity, consistent with closing mechanics.

The filing explicitly links the share cancellations to the Merger Agreement with Beach Acquisition Co Parent, LLC, and confirms cash consideration of $63.00 per share for unvested shares and RSU-converted shares. The reduction to zero beneficial ownership for the second reported line indicates full cash-out for those holdings per the reporting person's election, a common post-closing outcome that finalizes equity rollover or cash-out provisions in acquisition agreements.

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^*

BLAIR KATHERINE J.

(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)	9,400	D
Class A Common Stock	09/12/2025		D(2)		9,400	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/ Katherine J. Blair	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 Katherine J. Blair report on Form 4 for SKX?

The Form 4 reports that Katherine J. Blair disposed of Class A shares and shares underlying RSUs on 09/12/2025 under the Merger Agreement, with certain shares cancelled and exchanged for $63.00 per share.

How many SKX shares were reported as disposed by the insider?

The filing shows disposals of 9,783 shares in one line and 9,400 shares in a second line on 09/12/2025.

Why were the SKX shares cancelled according to the Form 4?

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, as described in the issuer’s Schedule 14C filing.

What was the cash consideration per share in the reported transaction?

The cash Merger Consideration reported in the Form 4 was $63.00 per share.

Did the Form 4 indicate voluntary open-market selling by the insider?

No. The Form 4 states the dispositions resulted from the Merger Agreement and related cancellation/exchange mechanics, not open-market sales.