Form 4: CEO Schmidt Disposes GHLD Shares Post-Merger

Guild Holdings Co. CEO Terry Lynn Schmidt reported the disposition of all beneficial ownership in GHLD common stock and derivative securities following the company's merger at $20.00 per share.

Summary

• Terry Lynn Schmidt, CEO, Director, and 10% Owner of Guild Holdings Co. (GHLD), reported the disposition of all her beneficial ownership in the company.
• This disposition occurred on November 28, 2025, following the merger agreement entered into on June 17, 2025.
• All outstanding shares of common stock were converted into the right to receive $20.00 per share in cash.
• Schmidt disposed of 2,609,298 shares of Class A Common Stock due to the merger, resulting in 0 shares beneficially owned directly.
• Additionally, 12,500 shares of Class A Common Stock were transferred to a donor-advised fund on the same date.
• Various derivative securities, including Performance Stock Units (PSUs), Restricted Stock Units (RSUs), and Dividend Equivalent Units (DEUs), totaling 256,716 underlying shares, were also canceled and converted into the right to receive $20.00 per share in cash.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger, providing a cash payout to shareholders, which is generally a positive outcome for those holding the stock. However, it also signifies the end of the company's public trading, which could be seen as a neutral to slightly negative for those looking for continued growth as a public entity.

Positives

• The reporting person received a cash payout of $20.00 per share for all common stock and derivative securities, indicating a successful merger for shareholders.
• The merger provided a clear exit strategy and liquidity for equity holders.

Negatives

• The reporting person no longer holds any beneficial ownership in Guild Holdings Co. equity, indicating the cessation of their direct equity stake in the company's future performance.
• The company's common stock is no longer publicly traded following the merger, removing an investment opportunity for public shareholders.

Future Outlook

The filing indicates the completion of a merger, resulting in the conversion of all equity securities into cash. This suggests Guild Holdings Co. is no longer a publicly traded entity, and its future operations will be under new ownership, with no forward-looking statements provided for the former public entity.

Management Comments

• On June 17, 2025, the Issuer entered into an Agreement and Plan of Merger... pursuant to which, at the Effective Time..., all outstanding shares of common stock of the Issuer were converted to the right to receive $20.00 per share in cash.
• Pursuant to the Merger Agreement, at the Effective Time, each outstanding award of RSUs and PSUs was canceled and converted into the right to receive the Merger Consideration of $20.00 per share multiplied by the total number of shares underlying the RSU award or by the total number of shares underlying the PSU award (based on target level achievement of applicable performance goals), respectively.
• Represents Dividend Equivalent Units ('DEUs') paid on outstanding RSUs or PSUs, rounded to the nearest whole share, and subject to the same terms and canceled and converted pursuant to the Merger Agreement on the same terms as the underlying RSUs or PSUs, respectively.

Industry Context

This filing reflects the final stages of a corporate acquisition, a common occurrence in various industries where companies seek to consolidate, achieve synergies, or private equity firms take public companies private. The cash consideration indicates a definitive valuation for the company at the time of the merger, providing liquidity to shareholders.

Comparison to Industry Standards

• The merger consideration of $20.00 per share would need to be compared against the company's historical trading multiples (e.g., P/E, P/B, EV/EBITDA) and similar transactions in the mortgage or financial services industry to assess its fairness.
• Without specific details on the acquiring entity or the rationale for the merger, a direct comparison to specific comparable companies or projects is not feasible from this Form 4 alone.
• A cash-out merger at a fixed price is a standard mechanism for taking a public company private or integrating it into a larger entity.

Related Party Transactions

• Transfer of 12,500 Class A Common Stock shares to a donor-advised fund by Terry Lynn Schmidt.

Stakeholder Impact

• Shareholders: Received $20.00 per share in cash for their equity, providing liquidity and a definitive return on investment.
• Employees: While not explicitly stated, a merger often leads to changes in employment terms or structure, though this filing does not provide details.
• Customers/Suppliers: No direct impact mentioned, but the change in ownership could lead to strategic shifts affecting these groups.

Key Dates

Keywords

Guild Holdings Co, GHLD, Terry Lynn Schmidt, Form 4, SEC filing, insider transaction, merger, stock disposition, cash consideration, equity conversion, restricted stock units, performance stock units, dividend equivalent units, corporate governance