GUILD HOLDINGS CO : Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Amendment or Waiver to Code of Ethics, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On October 21, 2020, Guild Holdings Company, a Delaware corporation (the "Company"), entered into a registration rights agreement (the "Registration Rights Agreement") with certain holders of its equity listed on Schedule I thereto, as described in the Company's prospectus (the "Prospectus") with a filing date of October 23, 2020 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the Company's Registration Statement on Form S-1, as amended (Registration No. 333-249225) (the "Registration Statement"). For further information concerning the Registration Rights Agreement, see the section entitled "Certain Relationships and Related Party Transactions-Registration Rights Agreement" in the Prospectus, which such information is incorporated herein by reference. The terms of the Registration Rights Agreement are substantially the same as the terms set forth in the form of such Registration Rights Agreement previously filed as an exhibit to the Registration Statement and as described therein.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Registration Rights Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors;

           Appointment of Principal Officers.

New Directors

On October 21, 2020, Martha E. Marcon and Edward Bryant, Jr. were appointed to the board of directors (the "Board") of the Company. Ms. Marcon is the chairperson of the Audit Committee of the Board and a member of the Nominating and Governance Committee of the Board. Mr. Bryant is a member of the Audit and Compensation Committees of the Board and the chairperson of the Nominating and Governance Committee of the Board.

Additional information with respect to Ms. Marcon and Mr. Bryant regarding, among other things, their background, board committee membership and compensatory arrangements is set forth in the sections of the Prospectus entitled "Management" and "Executive Compensation-Non-Employee Director Compensation," which such information is incorporated herein by reference.

Guild Holdings Company 2020 Omnibus Equity Incentive Plan

On October 21, 2020, the Guild Holdings Company 2020 Omnibus Equity Incentive Plan (the "2020 Plan") became effective. For further information concerning the 2020 Plan, see the section entitled "Executive Compensation-2020 Omnibus Incentive Plan" in the Prospectus, which such information is incorporated herein by reference.

The foregoing description of the 2020 Plan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the 2020 Plan, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Compensation Deferral Plan for Executives

Effective as of October 21, 2020, the Compensation Deferral Plan for Executives (the "Deferred Compensation Plan") sponsored by the Company's subsidiary, Guild Mortgage Company LLC, was amended and restated. The Deferred Compensation Plan is a nonqualified deferred compensation plan that was frozen effective as of December 31, 2007 and covers a limited group of executives, including Ms. Mary Ann McGarry, the Chief Executive Officer of the Company, and Ms. Terry Schmidt, the President of the Company. The Deferred Compensation Plan was amended and restated in connection with the Company's initial public offering in order to reflect changes to the notional investment alternatives available under the Deferred Compensation Plan, as described in the section entitled "Executive Compensation-Compensation of Named Executive Officers-Retirement and Deferred Compensation Plans" in the Prospectus, which such information is incorporated herein by reference.

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The foregoing description of the Deferred Compensation Plan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Deferred Compensation Plan, which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

           Year.

Amendment and Restatement of Certificate of Incorporation

On October 21, 2020, the Company's Amended and Restated Certificate of Incorporation became effective. A description of the Amended and Restated Certificate of Incorporation is set forth in the section of the Prospectus entitled "Description of Capital Stock", which description is incorporated herein by reference. The description of the Amended and Restated Certificate of Incorporation is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit 3.1.

Amendments to Bylaws

On October 26, 2020, the Company's Amended and Restated Bylaws became effective. A description of the Amended and Restated Bylaws is set forth in the section of the Prospectus entitled "Description of Capital Stock", which description is incorporated herein by reference. The description of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws attached hereto as Exhibit 3.2.

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision

of the Code of Ethics.

Effective October 21, 2020, the Board adopted the Guild Holdings Company Code of Business Conduct and Ethics (the "Code of Ethics"). The Code of Ethics applies to all directors, officers and employees of the Company.

The foregoing description of the Code of Ethics does not purport to be complete and is qualified in its entirety by reference to the full text of the Code of Ethics attached hereto as Exhibit 14.1 and incorporated herein by reference.

Effective October 21, 2020, the Board adopted the Guild Holdings Company Supplemental Code of Ethics for Chief Executive Officer and Senior Financial Officers (the "Supplemental Code of Ethics"). The Supplemental Code of Ethics applies to the Company's Chief Executive Officer, President, Chief Financial Officer and Principal Accounting Officer.

The foregoing description of the Supplemental Code of Ethics does not purport to be complete and is qualified in its entirety by reference to the full text of the Supplemental Code of Ethics attached hereto as Exhibit 14.2 and incorporated herein by reference.

Item 8.01. Other Events.

On October 26, 2020, the selling stockholders named in the Prospectus (the "Selling Stockholders") consummated the previously announced initial public offering of 6,500,000 shares of the Company's Class A common stock, par value $0.01 per share (the "Common Stock"), at a public offering price of $15.00 per share (the "IPO"). The Company did not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholders in the IPO. On October 26, 2020, the Company issued a press release in connection with the closing of the IPO. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



Exhibit
  No.                                    Description

 3.1          Amended and Restated Certificate of Incorporation of Guild Holdings
            Company

 3.2          Amended and Restated Bylaws of Guild Holdings Company

10.1          Registration Rights Agreement, dated October 21, 2020, by and among
            Guild Holdings Company and the holders listed on Schedule I thereto

10.2          Guild Holdings Company 2020 Omnibus Incentive Plan (incorporated
            herein by reference to Exhibit 10.1 to the Company's Registration
            Statement on Form S-1 (File No. 333-249225), filed on October 9,
            2020)

10.3          Compensation Deferral Plan for Executives (incorporated by reference
            to Exhibit 10.7 to the Company's Registration Statement on Form S-1
            (File No. 333-249225), filed on October 9, 2020)

14.1          Guild Holdings Company Code of Business Conduct and Ethics

14.2          Guild Holdings Company Supplemental Code of Ethics for Chief
            Executive Officer and Senior Financial Officers

99.1          Press Release, dated October 26, 2020

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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