Form 4: Guild Holdings COO Disposes All Shares Post-Merger

Guild Holdings Co's President and COO, David Manuel Neylan, disposed of all his common stock and derivative securities following the company's acquisition at $20.00 per share.

Summary

• David Manuel Neylan, President and COO of Guild Holdings Co (GHLD), reported the disposition of all his beneficial ownership in the company.
• On November 28, 2025, Mr. Neylan transferred 13,000 shares of Class A Common Stock to a donor-advised fund.
• On the same date, he disposed of 281,726 shares of Class A Common Stock.
• Additionally, all his derivative securities, including Performance Stock Units (16,844 shares), Dividend Equivalent Units (212 shares, 551 shares, 2,295 shares, 3,052 shares, 636 shares), and Restricted Stock Units (4,402 shares, 18,352 shares, 39,525 shares, 50,524 shares), were disposed of.
• These dispositions were a direct result of the Merger Agreement entered into on June 17, 2025, where all outstanding shares and equity awards of Guild Holdings Co were converted into the right to receive $20.00 per share in cash.
• Following these transactions, Mr. Neylan holds 0 shares and derivative securities in Guild Holdings Co.

Sentiment

Score: 7

Explanation: The sentiment is positive for the reporting person as they successfully monetized their holdings at the agreed merger price. For the company, it marks the expected conclusion of its public life, which is a neutral outcome in the context of a successful acquisition.

Positives

• The reporting person, David Manuel Neylan, received cash consideration of $20.00 per share for all his common stock and equity awards as part of the merger.
• The merger provided a clear exit strategy and liquidity for shareholders at a fixed price.

Negatives

• Guild Holdings Co's common stock is no longer publicly traded, meaning investors cannot hold or trade its shares.
• The company is no longer subject to Section 16 reporting obligations, indicating its cessation as a publicly traded entity.

Risks

• The filing itself does not detail ongoing risks for the company, as it reports post-merger transactions. The primary risk for former shareholders was the execution risk of the merger, which has now concluded.

Future Outlook

Guild Holdings Co is no longer subject to Section 16 reporting requirements, indicating its status as a non-public entity following the merger. All outstanding shares and equity awards have been converted to cash.

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.
• 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.

Industry Context

This filing reflects the final stages of a corporate acquisition, a common occurrence in the financial services or mortgage industry (given Guild Holdings' likely business). Such events typically result in the target company's delisting and the conversion of its securities into the agreed-upon merger consideration.

Management Changes

Corporate Governance

Related Party Transactions

• Transfer of 13,000 shares of Class A Common Stock to a donor-advised fund.

Stakeholder Impact

• Shareholders: Received $20.00 per share in cash for their holdings, providing liquidity and a defined return.
• Employees (including management): Equity awards (RSUs, PSUs, DEUs) were converted to cash, providing a payout for their vested and target-level awards.
• Company (Guild Holdings Co): Ceased to be a publicly traded entity, becoming part of Gulf MSR HoldCo, LLC.

Next Steps

• The company is no longer subject to Section 16, implying no further public reporting obligations of this nature.
• The acquiring entity, Gulf MSR HoldCo, LLC, will integrate Guild Holdings Co.

Key Dates

Keywords

Guild Holdings, GHLD, Form 4, insider transaction, merger, acquisition, stock disposition, equity awards, Restricted Stock Units, Performance Stock Units, Dividend Equivalent Units