SKECHERS (SKX) Insider Report: Unvested Shares Cashed Out at $63

Rhea-AI Filing Summary

Morton Erlich, a director of SKECHERS USA INC (SKX), reported transactions on 09/12/2025 related to the company’s merger. The filing shows certain unvested Class A common shares and Class A shares underlying restricted stock units were cancelled and exchanged under the Merger Agreement for cash consideration of $63.00 per share. The form identifies both direct and indirect holdings affected, including shares held indirectly by The Erlich Family Trust. The transactions are described as occurring pursuant to the Merger Agreement dated May 2, 2025.

Positive

• Cash consideration of $63.00 per share was paid for cancelled unvested Class A shares and RSU-underlying shares under the Merger Agreement
• Transactions were disclosed by a director (Morton Erlich), fulfilling Section 16 reporting requirements

Negative

• Reported disposals show cancellation of the reporting person’s unvested equity holdings, reducing their shareholdings
• Some holdings are held indirectly by The Erlich Family Trust and were also cancelled, indicating the merger affected multiple ownership vehicles

Insights

M&A Specialist

TL;DR: Insider exchanged unvested equity for merger cash consideration of $63.00 per share under the Merger Agreement.

The Form 4 documents non-derivative disposals tied directly to a corporate merger. Cancellation of unvested shares and RSU-underlying shares for fixed cash consideration is a standard outcome in an acquisition where equity is cashed out. The filing confirms the mechanics: shares were cancelled and exchanged pursuant to the Merger Agreement dated May 2, 2025, and reporting occurred on 09/12/2025. This provides transparency on how insider equity was treated in the deal.

Corporate Governance Expert

TL;DR: Director disclosed disposition of equity interests and indirect holdings via family trust as part of the merger.

The report includes both direct and indirect disposals, noting shares held by The Erlich Family Trust. Such disclosures clarify ownership changes and compliance with Section 16 reporting obligations. The form is a routine compliance filing showing treatment of unvested awards in the merger context and identifies the reporting person as a director with transactions dated 09/12/2025.

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^*

Erlich Morton D

(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)	4,500	D
Class A Common Stock	09/12/2025		D(2)		4,500	D	(2)	0	D
Class A Common Stock	09/12/2025		D(2)		41,000	D	(2)	0	I	By The Erlich 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

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 Consideration of $63.00 per share.

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

	/s/ Morton Erlich	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).
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FAQ

What did Morton Erlich report in the Form 4 for SKX?

The Form 4 reports that certain unvested Class A common shares and shares underlying restricted stock units were cancelled and exchanged pursuant to the Merger Agreement, with cash consideration of $63.00 per share.

When did the reported transactions occur for SKX insider Morton Erlich?

The transactions are reported with a transaction date of 09/12/2025 and reference the Merger Agreement dated May 2, 2025.

Were any indirect holdings affected in the SKX Form 4?

Yes. The filing expressly notes shares held indirectly by The Erlich Family Trust were cancelled and exchanged under the Merger Agreement.

What was the per-share consideration in the Merger Agreement disclosed in the Form 4?

The Form 4 states the cash consideration paid for the cancelled securities was $63.00 per share.

Does the Form 4 identify the filer’s relationship to SKX?

Yes. The reporting person, Morton Erlich, is identified as a Director of SKECHERS USA INC.