SKX Insider Filing: Paccione Converts RSUs to $63 Cash Merger Consideration

Rhea-AI Filing Summary

Philip Paccione, General Counsel & Secretary of Skechers U.S.A., Inc. (SKX), reported disposals on 09/12/2025 related to the company's merger. He disposed of 30,000 shares of Class A common stock for $63.00 per share, and an additional 392 shares were also disposed, leaving 0 shares beneficially owned following the transactions. The filing explains the shares underlying unvested restricted stock units were cancelled and exchanged for cash under the Merger Agreement with a Beach Acquisition Co Parent, LLC subsidiary; the 392 shares were exchanged according to the reporting person's election under the Merger Agreement.

Positive

• Transactions tied to a completed Merger Agreement, showing contractual resolution of equity awards
• Cash consideration per share disclosed at $63.00, providing clear pricing for the disposed shares

Negative

• Reporting person's direct beneficial ownership reduced to zero following the reported transactions
• 30,392 shares disposed, representing a complete cancellation/exchange of reported Class A holdings

Insights

Financial Analyst

TL;DR: Insider disposed of all reported Class A shares as part of a cash merger consideration at $63.00 per share.

The Form 4 documents a transaction tied directly to the Merger Agreement dated May 2, 2025. The disposals totaling 30,392 shares were executed on 09/12/2025 and resulted from cancellation and exchange provisions for unvested restricted stock units and an elected merger consideration. This is a transactional filing reflecting merger consideration rather than open-market selling activity; the per-share cash price is explicitly stated as $63.00.

Corporate Governance Expert

TL;DR: Officer-level insider actions reflect contractually required conversions under the merger, not discretionary insider trading.

The disclosure clarifies the nature of the disposals: RSUs were cancelled and converted to the cash Merger Consideration under the Merger Agreement. The filing shows compliance with Section 16 reporting for an officer and includes an explicit explanation linking the transactions to the merger process, which is the appropriate governance disclosure for contract-driven equity extinguishments.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

PACCIONE PHILLIP

(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)
	General Counsel & Secretary

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)		30,000	D	$63(1)	392	D
Class A Common Stock	09/12/2025		D(2)		392	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 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/ Philip Paccione	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 Philip Paccione disclose in his Form 4 for SKX?

The Form 4 reports disposals of 30,392 Class A shares on 09/12/2025, resulting in 0 shares beneficially owned following the transactions.

Why were the shares disposed according to the filing?

The filing states the shares, including those underlying unvested restricted stock units, were cancelled and exchanged for the Cash Merger Consideration of $63.00 per share under the Merger Agreement.

What was the per-share price received by the reporting person?

The Form 4 discloses a per-share cash consideration of $63.00 for the cancelled restricted stock units.

When were the transactions executed?

The reported transaction date is 09/12/2025.

What is the reporting person's role at Skechers?

Philip Paccione is identified as an Officer, with the title General Counsel & Secretary.