[Form 4] SKECHERS USA INC Insider Trading Activity

Rhea-AI Filing Summary

Yolanda Macias, a director of Skechers U.S.A., Inc. (SKX), reported on 09/12/2025 the cancellation and disposition of Class A common stock tied to the company's Merger Agreement with Beach Acquisition Co Parent, LLC. Under the merger terms, unvested shares and shares underlying unvested restricted stock units were exchanged for cash consideration of $63.00 per share. The filing lists two related disposals totaling 17,783 shares (9,783 shares cancelled/exchanged at $63.00 and 8,000 shares cancelled/exchanged per the reporting person's election), reflecting the rollover/settlement of equity as part of the transaction.

Positive

• Transaction executed under Merger Agreement ensuring a defined cash consideration of $63.00 per share
• Included unvested awards and RSU conversions, indicating comprehensive settlement of equity positions under merger terms

Negative

• Director's beneficial ownership reduced by 17,783 shares due to cancellation/exchange
• No remaining disclosure of proceeds received beyond the per-share merger consideration amount

Insights

Financial Analyst

TL;DR: Insider shares were cancelled for $63.00 per share under the merger; this is a routine transaction tied to a corporate acquisition.

The Form 4 reflects a disposal of Class A common stock by director Yolanda Macias due to the Merger Agreement with a Beach Acquisition Co Parent subsidiary. The material element is the fixed cash merger consideration of $63.00 per share and the cancellation of both unvested shares and shares underlying unvested restricted stock units. For investors, this clarifies that certain insider-held equity will not remain outstanding post-closing, reducing the reported insider stake by 17,783 shares. The filing does not disclose any additional cash proceeds beyond the stated per-share price or any separate transactions.

Corporate Governance Expert

TL;DR: Director-level holdings were settled per merger terms; the filing documents compliance with the Merger Agreement rather than voluntary open-market selling.

The submission is consistent with an exchange/cancellation of equity under a negotiated merger agreement rather than discretionary insider sales. It documents treatment of unvested awards and restricted stock units being converted into the agreed merger consideration and notes the reporting person's election for certain shares. The form contains a manual signature, indicating proper attestation. There are no disclosures of separate vesting accelerations, new grants, or fiduciary deviations in this filing.

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^*

Macias Yolanda

(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)	8,000	D
Class A Common Stock	09/12/2025		D(2)		8,000	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/ Yolanda Macias	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.
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FAQ

What did Yolanda Macias report on Form 4 for SKX?

The report shows the cancellation and exchange of Class A common stock and shares underlying unvested restricted stock units under the Merger Agreement, executed on 09/12/2025.

How many SKX shares were cancelled or disposed of in this filing?

The filing lists disposals totaling 17,783 shares (9,783 shares and 8,000 shares) related to the merger.

What price was used for the cancelled SKX shares?

The cash merger consideration specified in the filing is $63.00 per share.

Why were the shares cancelled or exchanged?

Per the filing, the cancellations and exchanges occurred in accordance with the Merger Agreement dated May 2, 2025 between the issuer and a Beach Acquisition Co Parent subsidiary.

Is this Form 4 a result of open-market insider selling?

No. The filing indicates the disposals resulted from the merger and related settlement provisions, not voluntary open-market sales.