Skechers (SKX) Exec Cashes Out 36,809 Shares at $63 Under Merger

Rhea-AI Filing Summary

Mark A. Nason, Executive Vice President Product Development of Skechers USA Inc. (SKX), reported transactions on 09/12/2025 under the terms of a Merger Agreement with a Beach Acquisition Co Parent, LLC subsidiary. The filing shows the cancellation and exchange of 36,656 unvested shares of Class A Common Stock and an additional 153 shares (including shares underlying unvested restricted stock units) for a cash merger consideration of $63.00 per share. Following the reported exchanges, the reporting person’s beneficial ownership of the affected Class A shares was reduced to 0. The Form 4 is signed by Mark A. Nason on 09/12/2025 and cites the Merger Agreement and related Schedule 14C disclosure for details.

Positive

• Transaction executed under a formal Merger Agreement, providing clarity on consideration and mechanics
• Cash consideration of $63.00 per share is explicitly stated for the exchanged shares

Negative

• Reporting person’s beneficial ownership in the reported Class A shares was reduced to 0 following the exchange
• Disposition involves unvested shares and RSUs, indicating management equity tied to the merger was cancelled

Insights

Financial Analyst

TL;DR: Insider holdings were exchanged for cash at $63.00 per share under a merger agreement, eliminating the reported Class A position.

The transaction is a non-market-driven disposition executed under the Merger Agreement, not an open-market sale. The disclosed exchange of 36,656 unvested shares and 153 shares underlying RSUs for $63.00 each converts equity compensation into cash per the deal terms. For investors, this is a corporate-action-driven change in insider holdings and reflects deal mechanics rather than a voluntary liquidation decision by the officer.

Corporate Governance Expert

TL;DR: Share cancellations and cash-out occurred pursuant to merger terms; disclosure aligns with Rule 16 reporting requirements.

The Form 4 provides clear compliance with Section 16 disclosure for a senior executive. It documents the cancellation/exchange of unvested equity and RSU-derived shares for the stated cash merger consideration and notes reliance on the issuer's Schedule 14C disclosures. The filing includes the reporting person’s title and a manual signature date, supporting completeness of the insider disclosure.

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^*

NASON MARK A

(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)
	See Remarks

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)		36,656	D	$63(1)	153	D
Class A Common Stock	09/12/2025		D(2)		153	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.

Remarks:

Executive Vice President Product Development

	/s/ Mark A. Nason	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 Mark A. Nason report on Form 4 for SKX?

The Form 4 reports the cancellation and exchange of 36,656 unvested Class A shares and 153 shares underlying RSUs for cash under the Merger Agreement.

What was the cash merger consideration per share reported in the Form 4?

The filing states a cash merger consideration of $63.00 per share for the exchanged securities.

When were the transactions in the Form 4 executed?

The transactions are dated 09/12/2025, and the Form 4 is signed by Mark A. Nason on that date.

Did the reporting person retain any of the reported Class A shares after the exchange?

No; the filing shows the reported affected Class A holdings were reduced to 0 following the exchange.

Why were the shares cancelled or exchanged according to the Form 4?

The Form 4 explains the cancellations and exchanges occurred pursuant to the terms of the Merger Agreement between the issuer and a Beach Acquisition Co Parent, LLC subsidiary.