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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________________________________
FORM 8-K
__________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 1, 2021
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GUILD HOLDINGS COMPANY
(Exact name of Registrant as Specified in Its Charter)
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Commission file number: 001-39645
Delaware85-2453154
(State of Incorporation)(IRS Employer Identification No.)
5887 Copley Drive,
San Diego, California
92111
(Address of Principal Executive Offices)(Zip Code)
(858) 560-6330
(Registrant’s telephone number, including area code)
__________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol
Name of each exchange on which registered
Class A common stock, $0.01 par value per shareGHLDThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 3.02 Unregistered Sales of Equity Securities.

As previously disclosed by Guild Holdings Company (the “Company”) in Item 1.01 of the Current Report on Form 8-K, filed May 11, 2021, and in Item 2.01 of the Current Report on Form 8-K, filed July 2, 2021, on May 10, 2021, the Company entered into a definitive agreement to acquire Residential Mortgage Services Holdings, Inc. The acquisition was completed on July 1, 2021 for a purchase price of $204.9 million, subject to customary purchase price adjustments. The acquisition was financed with a combination of $189.6 million in cash and the issuance of 996,644 shares of the Company’s Class A common stock. The shares of Class A common stock were not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
Exhibit
Number
Description of Exhibit
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
1

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GUILD HOLDINGS COMPANY
Date: August 9, 2021By:/s/ Desiree A. Elwell
Desiree A. Elwell
Chief Financial Officer
2