[Form 4] SKECHERS USA INC Insider Trading Activity

Rhea-AI Filing Summary

David Weinberg, Chief Operating Officer and a director of Skechers USA Inc. (SKX), reported on 09/12/2025 the cancellation and disposition of Class A common stock in connection with a Merger Agreement with a subsidiary of Beach Acquisition Co Parent, LLC. The filing shows 99,938 shares and 192,961 shares were disposed of; certain unvested shares and shares underlying restricted stock units were exchanged for $63.00 per share cash merger consideration.

The filing states the dispositions were made under the Merger Agreement and that Mr. Weinberg is deemed to directly own shares held by The David Weinberg Trust dated September 7, 2000, of which he is sole beneficiary and trustee.

Positive

• Merger consideration specified at $63.00 per share, providing a clear, disclosed cash price for exchanged securities
• Transactions are tied to a disclosed Merger Agreement, indicating the disposals were contractual and part of an approved corporate transaction

Negative

• Reporting person no longer holds the cancelled Class A shares after the transactions, reducing insider ownership in this class
• Substantial number of shares (292,899 total) were disposed of/cancelled, which is a material change in beneficial ownership by an officer/director

Insights

Corporate Governance Expert

TL;DR: Director exchanged holdings under merger terms; ownership change appears contractual, not a voluntary open-market sale.

The Form 4 discloses that Mr. Weinberg's Class A shares, including unvested awards and RSU-underlying shares, were cancelled and exchanged under the Merger Agreement dated May 2, 2025. From a governance perspective, the filing documents a transaction tied to a corporate action rather than a trading decision, and it clarifies beneficial ownership through a family trust. The filing provides clear linkage to the Schedule 14C disclosure referenced.

M&A Specialist

TL;DR: Share cancellations reflect merger consideration mechanics: cash-out at $63 per share for certain unvested equity.

The disclosure shows two related disposals on 09/12/2025 that resulted from the Merger Agreement with Beach Acquisition Co Parent, LLC, with specified cash merger consideration of $63.00 per share for unvested shares and RSU-underlying shares. The transactions are described as exchanges under merger terms and an election by the reporting person for treatment of certain shares. The filing aligns with standard merger consideration processes.

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^*

WEINBERG DAVID

(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
X	Officer (give title below)		Other (specify below)
	Chief Operating 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)

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)		99,938	D	$63(1)	192,961(3)	D
Class A Common Stock	09/12/2025		D(2)		192,961(3)	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.

3. Includes shares held by The David Weinberg Trust dated September 7, 2000, of which David Weinberg is sole beneficiary and trustee, and therefore Mr. Weinberg is deemed to own these securities directly.

	/s/ David Weinberg	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 SKX insider David Weinberg report on 09/12/2025?

The Form 4 reports the cancellation and disposition of Class A common stock connected to the Merger Agreement, including 99,938 and 192,961 share dispositions.

What price was paid for the exchanged shares in the merger?

The filing states certain unvested shares and RSU-underlying shares were exchanged for a $63.00 per share cash merger consideration.

Are these sales open-market transactions or merger-related exchanges?

The disclosures indicate the dispositions were exchanges under the Merger Agreement with a subsidiary of Beach Acquisition Co Parent, LLC, not open-market trades.

Does David Weinberg still beneficially own any of the reported shares?

The filing shows that after the reported transactions certain Class A shares were reduced to 0 for one line, and other holdings were cancelled; it also notes shares held by The David Weinberg Trust are deemed owned by him.

Where can I find more detail about the Merger Agreement referenced?

The Form 4 references the Merger Agreement dated May 2, 2025, and a Schedule 14C Information Statement/Prospectus and Notice of Action by Written Consent filed by the issuer on August 5, 2025, for additional details.