STOCKHOLDERS' EQUITY |
12 Months Ended |
|---|---|
Dec. 31, 2024 | |
| Stockholders' Equity Note [Abstract] | |
| STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY The Company’s Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) authorizes the Company to issue 400,000,000 shares, consisting of: (i) 250,000,000 shares of Class A common stock, with the par value of $0.01 per share; (ii) 100,000,000 shares of Class B common stock, with the par value of $0.01 per share; and (iii) 50,000,000 shares of preferred stock, with the par value of $0.01 per share.
Preferred Stock
Under the terms of the Company’s Certificate of Incorporation, the Board of Directors is authorized, subject to limitations prescribed by the Delaware General Corporation Law (“DGCL”) and by the Certificate of Incorporation, to issue up to 50,000,000 shares of preferred stock in one or more series without further action by the holders of Guild’s common stock. The Company’s Board of Directors has the discretion, subject to limitations prescribed by the DGCL and by the Certificate of Incorporation, to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.
Common Stock
The Company has two classes of common stock: Class A and Class B. The Company's Class A common stock is traded on the New York Stock Exchange under the symbol “GHLD.” There is no public market for the Company’s Class B common stock. However, under the terms of the Company’s Certificate of Incorporation, the holder of Class B common stock may convert any portion or all of the holder’s shares of Class B common stock into an equal number of shares of Class A common stock at any time.
The holders of shares of Class A common stock and Class B common stock are entitled to dividends when and if declared by the Company’s Board of Directors out of legally available funds. Any stock dividend must be paid in shares of Class A common stock with respect to Class A common stock and in shares of Class B common stock with respect to Class B common stock.
The voting powers, preferences and relative rights of Class A common stock and Class B common stock are identical in all respects, except that the holders of shares of Class A common stock have one vote per share and the holders of shares of Class B common stock have ten votes per share.
Common Stock Dividends
The Company declared a dividend of $0.50 per share on its Class A and Class B common stock during the year ended December 31, 2024 totaling $30.7 million and declared a dividend of $0.50 per share totaling $30.5 million during the year ended December 31, 2023.
In conjunction with the payment of Guild's dividends in 2024 and 2023, Guild issued 59,330 and 95,413 DEUs to holders of RSUs, respectively. Since the DEUs are forfeitable, the value of the DEUs was recorded as a reduction to retained earnings and an increase to additional paid-in capital in the Consolidated Balance Sheets.
Share Repurchase Program
On May 5, 2022, the Company’s Board of Directors authorized the Company to repurchase up to $20.0 million of the Company’s outstanding Class A common stock over the following 24 months from such date. On March 7, 2024, the Board of Directors extended the share repurchase program to May 5, 2025 and on March 5, 2025, the share repurchase program was extended to May 5, 2026. The share repurchase program allows the Company to repurchase shares of its Class A common stock from time to time on the open market or in privately negotiated transactions. The Company is not obligated to purchase any shares under the share repurchase program and the timing of any repurchases will depend on a number of factors, including, but not limited to, stock price, trading volume, market conditions, and other general business considerations. The share repurchase program may be modified, suspended or terminated by the Company’s Board of Directors at any time. The Company intends to fund any repurchases under the share repurchase program with cash on hand. During the years ended December 31, 2024 and 2023 the Company repurchased and subsequently retired 83,355 and 286,398 shares of its Class A common stock for $1.2 million and $3.3 million at an average purchase price of $14.11 and $11.41 per share, excluding commissions, respectively. As of December 31, 2024, $10.0 million remains available for repurchase.
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