Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission File Number: 001-39645 GUILD HOLDINGS COMPANY (Exact Name of Registrant as Specified in its Charter) ____________ ...

Guild Holdings Company (GHLD) came out with quarterly earnings of $0.75 per share, beating the Zacks Consensus Estimate of $0.51 per share. This compares to earnings of $0.51 per share a year ago. These figures are adjusted for non-recurring items.This quarterly report represents an earnings surprise of +47.06%. A quarter ago, it was expected that this company would post earnings of $0.43 per share when it actually produced earnings of $0.66, delivering a surprise of +53.49%.Over the last four quarters, the ...

Group 1 - Class Action Attorney Juan Monteverde with Monteverde & Associates PC is investigating Guild Holdings Company (NYSE: GHLD) regarding its proposed sale to Gulf MSR Holdco, LLC, where shareholders are set to receive $20.00 in cash per share [1] - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report and has a successful track record in recovering millions for shareholders [1][2] - The firm operates from the Empire State Building in New York City and offers free consultations for shareholders with concerns about the transaction [1][2] Group 2 - The firm emphasizes its national presence and successful litigation history, including cases in trial and appellate courts, such as the U.S. Supreme Court [2] - Shareholders of Guild Holdings Company are encouraged to reach out for additional information regarding the investigation and the fairness of the proposed deal [1][2]

[Cautionary Statement Regarding Forward-Looking Statements](index=3&type=section&id=CAUTIONARY%20STATEMENT%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section advises that the report contains forward-looking statements subject to inherent uncertainties and risks, including those related to market conditions, regulatory changes, and the pending merger - The report contains forward-looking statements based on current views, estimates, and projections, which are subject to inherent uncertainties and risks[6](index=6&type=chunk) - Key risk factors include disruptions in the secondary home loan market, macroeconomic and real estate market conditions, dependence on government-sponsored entities, changes in interest rates and monetary policies, servicing rights termination, reliance on warehouse lines of credit, indebtedness, technology infrastructure, acquisitions, competition, referral relationships, servicing advances, fair value measurement inaccuracies, adaptation to technological changes, adverse client events, geographic concentration, cybersecurity breaches, capital availability, operational risks, loan repurchases, seasonality, brand reputation, real estate investment risks, personnel attraction/retention, risk management effectiveness, complex legal/regulatory framework, fair lending compliance, state licenses, GSE/FHA/VA/USDA/Ginnie Mae guideline changes, reverse mortgage program changes, data privacy/security, litigation, control by MCMI, 'controlled company' status, director/executive officer control, holding company dependence, potential stock sales, capital stock issuance, dividend uncertainty, anti-takeover provisions, dual class structure, fluctuating operating results, and internal control failures[7](index=7&type=chunk)[8](index=8&type=chunk) - Additional risks are associated with the pending Merger, including uncertainties impacting business, financial results, cash flows, or stock price, potential failure to complete the Merger, litigation challenging the Merger, business uncertainties and contractual restrictions during the Merger's pendency, and potential delays or conditions imposed by regulatory approvals[11](index=11&type=chunk) [Part I—Financial Information](index=6&type=section&id=Part%20I%E2%80%94FINANCIAL%20INFORMATION) This part presents the unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations [Item 1. Financial Statements (Unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements of Guild Holdings Company, including balance sheets, statements of operations, changes in stockholders' equity, and cash flows, along with detailed notes explaining business operations, accounting policies, fair value measurements, and specific financial line items [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the Company's financial position, detailing assets, liabilities, and stockholders' equity at specific reporting dates | (in thousands) | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :---------------- | | **Assets** | | | | Cash and cash equivalents | $107,364 | $118,203 | | Restricted cash | 7,066 | 6,853 | | Mortgage loans held for sale, at fair value | 1,821,187 | 1,523,447 | | Reverse mortgage loans held for investment, at fair value | 516,899 | 451,704 | | Ginnie Mae loans subject to repurchase right | 753,707 | 807,283 | | Mortgage servicing rights, at fair value | 1,303,599 | 1,343,829 | | Advances, net | 61,001 | 85,523 | | Property and equipment, net | 21,533 | 19,032 | | Right-of-use assets | 59,987 | 67,139 | | Goodwill and intangible assets, net | 221,535 | 225,994 | | Other assets | 159,677 | 119,296 | | **Total assets** | **$5,033,555** | **$4,768,303** | | **Liabilities** | | | | Warehouse lines of credit, net | $1,670,303 | $1,414,563 | | HMBS related borrowings | 494,156 | 425,979 | | Ginnie Mae loans subject to repurchase right | 763,922 | 817,271 | | Notes payable, net | 318,489 | 300,000 | | Accounts payable and accrued expenses | 103,863 | 92,401 | | Operating lease liabilities | 69,415 | 76,980 | | Deferred tax liabilities | 241,491 | 251,440 | | Other liabilities | 153,818 | 135,659 | | **Total liabilities** | **3,815,457** | **3,514,293** | | **Stockholders' equity** | | | | Total stockholders' equity | **1,218,098** | **1,254,010** | | **Total liabilities and stockholders' equity** | **$5,033,555** | **$4,768,303** | - Total assets increased by **$265.25 million (5.56%)** from December 31, 2024, to June 30, 2025, primarily driven by increases in mortgage loans held for sale and reverse mortgage loans held for investment[13](index=13&type=chunk) - Total liabilities increased by **$301.16 million (8.57%)** over the same period, mainly due to higher warehouse lines of credit and HMBS-related borrowings[13](index=13&type=chunk) - Total stockholders' equity decreased by **$35.91 million (2.86%)** from December 31, 2024, to June 30, 2025[13](index=13&type=chunk) [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section presents the Company's financial performance over specific periods, detailing revenues, expenses, and net income or loss | (in thousands, except per share amounts) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | **Revenue** | | | | | | Loan origination fees and gain on sale of loans, net | $236,001 | $205,848 | $421,214 | $339,908 | | Gain on reverse mortgage loans held for investment and HMBS-related borrowings, net | 2,591 | 2,134 | 5,506 | 5,364 | | Loan servicing and other fees | 72,745 | 67,709 | 145,496 | 133,497 | | Valuation adjustment of mortgage servicing rights | (41,313) | 2,134 | (111,249) | 22,912 | | Interest income | 38,714 | 36,219 | 67,808 | 60,947 | | Interest expense | (28,963) | (28,647) | (51,042) | (45,188) | | Other (expense) income, net | (330) | 288 | 198 | 27 | | **Net revenue** | **279,445** | **285,685** | **477,931** | **517,467** | | **Expenses** | | | | | | Salaries, incentive compensation and benefits | 202,838 | 188,938 | 376,050 | 329,005 | | General and administrative | 31,426 | 28,398 | 60,579 | 57,609 | | Occupancy, equipment and communication | 19,913 | 20,348 | 41,633 | 40,163 | | Depreciation and amortization | 3,611 | 3,970 | 7,258 | 7,724 | | Provision for (reversal of) foreclosure losses | 1,115 | (496) | 3,493 | (104) | | **Total expenses** | **258,903** | **241,158** | **489,013** | **434,397** | | **Income (loss) before income taxes** | **20,542** | **44,527** | **(11,082)** | **83,070** | | Income tax expense (benefit) | 1,879 | 6,936 | (5,786) | 17,079 | | **Net income (loss)** | **18,663** | **37,591** | **(5,296)** | **65,991** | | Net income (loss) attributable to Guild | $18,661 | $37,583 | $(5,236) | $66,081 | | **Earnings (loss) per share attributable to Class A and Class B common stock:** | | | | | | Basic | $0.30 | $0.61 | $(0.08) | $1.08 | | Diluted | $0.30 | $0.60 | $(0.08) | $1.06 | - Net revenue for the three months ended June 30, 2025, decreased by **$6.24 million (2.18%)** compared to the same period in 2024, primarily due to a significant negative valuation adjustment of mortgage servicing rights[14](index=14&type=chunk) - Net revenue for the six months ended June 30, 2025, decreased by **$39.54 million (7.64%)** compared to the same period in 2024, also driven by the negative MSR valuation adjustment[14](index=14&type=chunk) - Net income attributable to Guild for the three months ended June 30, 2025, was **$18.66 million**, a decrease of **$18.92 million (50.34%)** from $37.58 million in the prior year period[14](index=14&type=chunk) - Net loss attributable to Guild for the six months ended June 30, 2025, was **$5.24 million**, a significant decline from net income of $66.08 million in the prior year period[14](index=14&type=chunk) - Diluted EPS for the three months ended June 30, 2025, was **$0.30**, down from $0.60 in the prior year period. For the six months, diluted EPS was **$(0.08)** compared to $1.06 in the prior year[14](index=14&type=chunk) [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) This section outlines the changes in the Company's equity accounts over time, reflecting net income, dividends, and stock transactions | (in thousands, except share and per share amounts) | Balance at December 31, 2024 | Net loss | Cash dividends declared ($0.50 per share) | Repurchase and retirement of Class A common stock | Stock-based compensation | Dividend equivalents on unvested restricted stock units issued | Dividend equivalents on unvested restricted stock units forfeited | Vesting of restricted stock units | Shares of Class A common stock withheld related to net share settlement | Balance at June 30, 2025 | | :------------------------------------------------- | :--------------------------- | :------- | :------------------------------------------ | :------------------------------------------------ | :----------------------- | :----------------------------------------------------------- | :---------------------------------------------------- | :------------------------- | :------------------------------------------------------------------- | :----------------------- | | Class A Shares | 21,592,992 | — | — | (96,437) | — | — | — | 543,620 | (136,792) | 21,903,383 | | Class A Amount | $216 | — | — | (1) | — | — | — | 5 | (1) | $219 | | Class B Shares | 40,333,019 | — | — | — | — | — | — | — | — | 40,333,019 | | Class B Amount | $403 | — | — | — | — | — | — | — | — | $403 | | Additional Paid-In Capital | $51,996 | — | — | (1,267) | 3,432 | 556 | (9) | (5) | (1,827) | $52,876 | | Retained Earnings | $1,200,908 | (5,236) | (30,952) | — | — | (556) | 9 | — | — | $1,164,173 | | Non-controlling Interests | $487 | (60) | — | — | — | — | — | — | — | $427 | | **Total** | **$1,254,010** | **$(5,296)** | **$(30,952)** | **$(1,268)** | **$3,432** | **$(556)** | **$9** | **—** | **$(1,828)** | **$1,218,098** | - Total stockholders' equity decreased by **$35.91 million** from $1.25 billion at December 31, 2024, to $1.22 billion at June 30, 2025[16](index=16&type=chunk) - The decrease was primarily driven by a net loss of **$5.30 million** and cash dividends declared of **$30.95 million** during the six months ended June 30, 2025[16](index=16&type=chunk) - The Company repurchased and retired **96,437 shares** of Class A common stock for **$1.27 million** during the six months ended June 30, 2025[16](index=16&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section details the Company's cash inflows and outflows from operating, investing, and financing activities over specific periods | (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(247,040) | $(850,942) | | Net cash used in investing activities | (56,607) | (85,086) | | Net cash provided by financing activities | 293,021 | 916,452 | | **Decrease in cash, cash equivalents and restricted cash** | **$(10,626)** | **$(19,576)** | | Cash, cash equivalents and restricted cash, beginning of period | 125,056 | 127,381 | | **Cash, cash equivalents and restricted cash, end of period** | **$114,430** | **$107,805** | - Net cash used in operating activities significantly decreased from **$(850.94) million** in H1 2024 to **$(247.04) million** in H1 2025, primarily due to changes in mortgage loans held for sale[17](index=17&type=chunk) - Net cash used in investing activities decreased from **$(85.09) million** in H1 2024 to **$(56.61) million** in H1 2025, mainly due to lower acquisition spending[17](index=17&type=chunk) - Net cash provided by financing activities decreased from **$916.45 million** in H1 2024 to **$293.02 million** in H1 2025, driven by lower net borrowings on warehouse lines of credit and notes payable[17](index=17&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and additional information supporting the condensed consolidated financial statements, covering accounting policies and specific line items [NOTE 1—Business, Basis of Presentation, and Significant Accounting Policies](index=12&type=section&id=NOTE%201%E2%80%94BUSINESS,%20BASIS%20OF%20PRESENTATION,%20AND%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note describes Guild's mortgage origination and servicing business, its regulatory certifications, the pending merger with Gulf MSR HoldCo, LLC, and the accounting standards applied - Guild operates in two reportable segments: origination and servicing of residential mortgage loans, with approximately **430 branches** licensed in 49 states and D.C[20](index=20&type=chunk) - The Company is certified with HUD, VA, Ginnie Mae, Fannie Mae, Freddie Mac, and USDA[21](index=21&type=chunk) - A merger agreement was entered into on June 17, 2025, with Gulf MSR HoldCo, LLC, and Gulf MSR Merger Sub Corporation, with the Company surviving as a wholly owned subsidiary of the Parent. The merger is expected to close in **Q4 2025**[22](index=22&type=chunk) - Expenses related to the pending Merger were approximately **$4.4 million** for the six months ended June 30, 2025[22](index=22&type=chunk) - The Company is evaluating the impact of new accounting standards: ASU 2025-03 (Business Combinations), ASU 2024-03 (Expense Disaggregation Disclosures), and ASU 2023-09 (Income Tax Disclosures)[27](index=27&type=chunk)[28](index=28&type=chunk)[29](index=29&type=chunk) [NOTE 2—Fair Value Measurements](index=13&type=section&id=NOTE%202%E2%80%94FAIR%20VALUE%20MEASUREMENTS) This note defines fair value, outlines the three-level hierarchy, and details valuation methodologies and unobservable inputs for various financial instruments - Fair value measurements are categorized into a three-level hierarchy: Level One (quoted prices in active markets for identical assets), Level Two (observable inputs other than Level One quoted prices), and Level Three (unobservable inputs reflecting management's assumptions)[30](index=30&type=chunk)[33](index=33&type=chunk) Assets and Liabilities Measured at Fair Value (June 30, 2025) | (in thousands) | Level 1 | Level 2 | Level 3 | Total | | :------------------------------------------------- | :------ | :-------- | :-------- | :-------- | | **Assets:** | | | | | | Mortgage loans held for sale | $— | $1,821,187 | $— | $1,821,187 | | Reverse mortgage loans held for investment | — | — | 516,899 | 516,899 | | Mortgage servicing rights | — | — | 1,303,599 | 1,303,599 | | Derivative assets (IRLCs) | — | — | 29,099 | 29,099 | | Derivative assets (Forward delivery commitments) | — | 70 | — | 70 | | Notes receivable | — | — | 12,514 | 12,514 | | **Total assets at fair value** | **$—** | **$1,821,257** | **$1,862,111** | **$3,683,368** | | **Liabilities:** | | | | | | HMBS-related borrowings | $— | $— | $494,156 | $494,156 | | Derivative liabilities (Forward delivery commitments and best efforts sales commitments) | — | 12,721 | — | 12,721 | | Contingent liabilities due to acquisitions | — | — | 30,840 | 30,840 | | **Total liabilities at fair value** | **$—** | **$12,721** | **$524,996** | **$537,717** | Assets and Liabilities Measured at Fair Value (December 31, 2024) | (in thousands) | Level 1 | Level 2 | Level 3 | Total | | :------------------------------------------------- | :------ | :-------- | :-------- | :-------- | | **Assets:** | | | | | | Mortgage loans held for sale | $— | $1,523,447 | $— | $1,523,447 | | Reverse mortgage loans held for investment | — | — | 451,704 | 451,704 | | Mortgage servicing rights | — | — | 1,343,829 | 1,343,829 | | Derivative assets (IRLCs) | — | — | 7,964 | 7,964 | | Derivative assets (Forward delivery commitments) | — | 9,074 | — | 9,074 | | Notes receivable | — | — | 11,894 | 11,894 | | **Total assets at fair value** | **$—** | **$1,532,521** | **$1,815,391** | **$3,347,912** | | **Liabilities:** | | | | | | HMBS-related borrowings | $— | $— | $425,979 | $425,979 | | Derivative liabilities (Forward delivery commitments and best efforts sales commitments) | — | 2,487 | — | 2,487 | | Contingent liabilities due to acquisitions | — | — | 27,983 | 27,983 | | **Total liabilities at fair value** | **$—** | **$2,487** | **$453,962** | **$456,449** | - For Level Three measurements, key unobservable inputs include conditional prepayment rates and discount rates for reverse mortgage loans and HMBS-related borrowings, prepayment speeds and discount rates for MSRs, pull-through rates for IRLCs, and future earn-out payments and risk-adjusted discount rates for contingent liabilities[35](index=35&type=chunk)[36](index=36&type=chunk)[37](index=37&type=chunk)[42](index=42&type=chunk)[44](index=44&type=chunk) [NOTE 3—Advances, Net](index=19&type=section&id=NOTE%203%E2%80%94ADVANCES,%20NET) This note details the Company's trust and foreclosure advances, net of a foreclosure loss reserve. The reserve activity reflects provisions for losses and realized losses Advances, Net | (in thousands) | June 30, 2025 | December 31, 2024 | | :--------------- | :------------ | :---------------- | | Trust advances | $39,709 | $65,048 | | Foreclosure advances | 28,565 | 25,761 | | Foreclosure loss reserve | (7,273) | (5,286) | | **Total advances, net** | **$61,001** | **$85,523** | Foreclosure Loss Reserve Activity | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Balance — beginning of period | $6,931 | $5,826 | $5,286 | $5,694 | | Provision for (reversal of) foreclosure losses | 1,115 | (496) | 3,493 | (104) | | Realized losses, net | (773) | (523) | (1,506) | (783) | | **Balance — end of period** | **$7,273** | **$4,807** | **$7,273** | **$4,807** | - Total advances, net, decreased by **$24.52 million (28.67%)** from December 31, 2024, to June 30, 2025[53](index=53&type=chunk) - The provision for foreclosure losses for the six months ended June 30, 2025, was **$3.49 million**, compared to a reversal of $0.10 million in the prior year period[53](index=53&type=chunk) [NOTE 4—Derivative Financial Instruments](index=19&type=section&id=NOTE%204%E2%80%94DERIVATIVE%20FINANCIAL%20INSTRUMENTS) This note explains the Company's use of derivative instruments like IRLCs and Forward Delivery Commitments to hedge interest rate risk, detailing their fair values and hedging gains/losses - Derivative instruments are used to hedge interest rate risk on fixed and adjustable rate commitments, with changes in fair value recognized in current period earnings[54](index=54&type=chunk) Unrealized Hedging Gains (Losses) | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Unrealized hedging gains (losses) | $591 | $(7,566) | $(5,381) | $17,506 | Notional and Fair Value of Derivative Financial Instruments (June 30, 2025) | (in thousands) | Notional Value | Derivative Asset | Derivative Liability | | :------------------------------------------------- | :------------- | :--------------- | :------------------- | | IRLCs | $1,976,020 | $29,099 | $— | | Forward delivery commitments and best efforts sales commitments | $2,692,341 | $70 | $12,721 | Notional and Fair Value of Derivative Financial Instruments (December 31, 2024) | (in thousands) | Notional Value | Derivative Asset | Derivative Liability | | :------------------------------------------------- | :------------- | :--------------- | :------------------- | | IRLCs | $1,072,217 | $7,964 | $— | | Forward delivery commitments and best efforts sales commitments | $2,092,660 | $9,074 | $2,487 | - The weighted average loan funding probability ('pull-through') for IRLCs was **90.2%** at June 30, 2025, up from 88.7% at December 31, 2024[57](index=57&type=chunk) [NOTE 5—Mortgage Servicing Rights](index=21&type=section&id=NOTE%205%E2%80%94MORTGAGE%20SERVICING%20RIGHTS) This note details the activity and fair value measurement of Mortgage Servicing Rights (MSRs), including valuation model assumptions and sensitivity analysis to market changes Mortgage Servicing Rights Activity | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Balance — beginning of period | $1,312,377 | $1,216,483 | $1,343,829 | $1,161,357 | | MSRs originated | 50,687 | 55,397 | 89,171 | 89,631 | | MSRs purchased | — | 18,648 | — | 18,762 | | Sale of subserviced portfolio | (18,152) | — | (18,152) | — | | Changes in fair value: | | | | | | Due to collection/realization of cash flows | (21,857) | (18,511) | (36,773) | (30,630) | | Due to changes in valuation model inputs or assumptions | (19,456) | 20,645 | (74,476) | 53,542 | | **Balance — end of period** | **$1,303,599** | **$1,292,662** | **$1,303,599** | **$1,292,662** | Unobservable Input Assumptions for MSRs | Unobservable Input | June 30, 2025 Range (Weighted Average) | December 31, 2024 Range (Weighted Average) | | :----------------- | :------------------------------------- | :----------------------------------------- | | Discount rate | 9.6% - 15.5% (10.6%) | 9.6% - 15.5% (10.8%) | | Prepayment rate | 5.5% - 28.2% (8.8%) | 5.5% - 43.9% (8.2%) | | Cost to service (per loan) | $72 - $826 ($95) | $72 - $827 ($98) | - The fair value of MSRs decreased by **$41.31 million** for the three months ended June 30, 2025, and by **$111.25 million** for the six months ended June 30, 2025, primarily due to changes in valuation model inputs/assumptions[59](index=59&type=chunk) - The weighted average life of MSRs was approximately **7.8 years** at June 30, 2025, down from 8.2 years at December 31, 2024[59](index=59&type=chunk) Impact of Adverse Changes on MSRs (June 30, 2025) | (in thousands) | 10% Adverse Change | 20% Adverse Change | | :--------------- | :----------------- | :----------------- | | Prepayment Speeds | $(43,940) | $(85,430) | | Discount Rate | $(53,337) | $(103,260) | | Cost to Service (per loan) | $(12,874) | $(25,956) | [NOTE 6—Mortgage Loans Held for Sale](index=22&type=section&id=NOTE%206%E2%80%94MORTGAGE%20LOANS%20HELD%20FOR%20SALE) This note reconciles the changes in Mortgage Loans Held for Sale (MLHS), which are primarily sold into the secondary market. The reconciliation includes originations, sales proceeds, and fair value adjustments Mortgage Loans Held for Sale Activity | (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------- | :----------------------------- | :----------------------------- | | Balance — beginning of period | $1,523,447 | $901,227 | | Origination and purchase of mortgage loans held for sale | 11,563,727 | 9,650,745 | | Proceeds on sale of and payments from mortgage loans held for sale | (11,617,957) | (9,057,786) | | Gain on sale of mortgage loans excluding fair value of other financial instruments, net | 327,307 | 235,539 | | Valuation adjustment of mortgage loans held for sale | 24,663 | (718) | | **Balance — end of period** | **$1,821,187** | **$1,729,007** | - The balance of MLHS increased by **$297.74 million (19.54%)** from December 31, 2024, to June 30, 2025[13](index=13&type=chunk)[64](index=64&type=chunk) - Origination and purchase of MLHS increased by **$1.91 billion (19.82%)** for the six months ended June 30, 2025, compared to the same period in 2024[64](index=64&type=chunk) [NOTE 7—Reverse Mortgage Loans Held for Investment and HMBS-related Borrowings](index=23&type=section&id=NOTE%207%E2%80%94REVERSE%20MORTGAGE%20LOANS%20HELD%20FOR%20INVESTMENT%20AND%20HMBS-RELATED%20BORROWINGS) This note provides a reconciliation of changes in reverse mortgage loans held for investment and related HMBS-related borrowings, which are accounted for as secured borrowings. It also details the gains on these loans and the unobservable input assumptions used for fair value determination Changes in Reverse Mortgage Loans Held for Investment and HMBS-Related Borrowings (Six Months Ended June 30, 2025) | (in thousands) | Reverse Mortgage Loans Held for Investment | HMBS-Related Borrowings | | :--------------- | :--------------------------------------- | :---------------------- | | Balance — beginning of period | $451,704 | $(425,979) | | Originations and purchases | 65,520 | — | | Securitization of HECM loans and tails | — | (73,935) | | Repayments (principal payments received) | (18,829) | 18,756 | | Change in fair value recognized in earnings | 18,504 | (12,998) | | **Balance — end of period** | **$516,899** | **$(494,156)** | Gains on Reverse Mortgage Loans Held for Investment and HMBS-Related Borrowings | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Gain on new originations | $1,575 | $1,882 | $3,382 | $3,166 | | Gain on tail securitizations | 478 | 435 | 979 | 757 | | Net interest income | 32 | 25 | 56 | 48 | | Change in fair value | 506 | (208) | 1,089 | 1,393 | | **Fair value gain recognized in earnings** | **$2,591** | **$2,134** | **$5,506** | **$5,364** | | Loan fees and other | 1,140 | 963 | 2,159 | 1,749 | | **Total** | **$3,731** | **$3,097** | **$7,665** | **$7,113** | Unobservable Input Assumptions for Reverse Mortgage Loans and HMBS-Related Borrowings | Unobservable Input | June 30, 2025 Range (Weighted Average) | December 31, 2024 Range (Weighted Average) | | :----------------- | :------------------------------------- | :----------------------------------------- | | Life in years | 0.1 - 9.1 (6.5) | 0.1 - 9.2 (6.8) | | Discount rate | 12.0% - 12.0% (12.0%) | 12.0% - 12.0% (12.0%) | | Conditional prepayment rate | 6.2% - 10.5% (7.9%) | 6.5% - 10.9% (7.9%) | [NOTE 8—Goodwill and Intangible Assets, Net](index=25&type=section&id=NOTE%208%E2%80%94GOODWILL%20AND%20INTANGIBLE%20ASSETS,%20NET) This note presents the carrying amounts of goodwill and intangible assets, net, and details the changes in goodwill allocated to the origination reporting unit. It also provides the amortization expense for intangible assets Goodwill and Intangible Assets, Net | (in thousands) | June 30, 2025 | December 31, 2024 | | :--------------- | :------------ | :---------------- | | Goodwill | $198,724 | $198,724 | | Intangible assets, net | 22,811 | 27,270 | | **Goodwill and intangible assets, net** | **$221,535** | **$225,994** | - Goodwill remained constant at **$198.72 million** from December 31, 2024, to June 30, 2025[70](index=70&type=chunk) - Intangible assets, net, decreased by **$4.46 million (16.35%)** from $27.27 million at December 31, 2024, to $22.81 million at June 30, 2025[69](index=69&type=chunk) - Amortization expense for intangible assets was **$2.2 million** for Q2 2025 and **$4.5 million** for H1 2025[71](index=71&type=chunk) [NOTE 9—Warehouse Lines of Credit, Net](index=26&type=section&id=NOTE%209%E2%80%94WAREHOUSE%20LINES%20OF%20CREDIT,%20NET) This note provides details on the Company's warehouse lines of credit, which are used to fund mortgage loan originations. It lists the facility sizes, outstanding balances, maturity dates, and weighted average interest rates, and confirms compliance with all debt covenants Warehouse Lines of Credit, Net | Facility Size | Maturity Date | Outstanding Balance as of June 30, 2025 | Outstanding Balance as of December 31, 2024 | | :------------ | :------------ | :-------------------------------------- | :------------------------------------------ | | $250 million | 1/14/2026 | $179,835 | $84,257 | | $250 million | 8/26/2025 | 172,816 | 164,382 | | $400 million | 8/11/2025 | 297,153 | 287,631 | | $60 million | 8/31/2025 | 28,732 | 99,084 | | $140 million | 8/31/2025 | 74,041 | — | | $200 million | 9/2/2025 | 109,934 | 89,597 | | $350 million | 9/11/2025 | 239,836 | 245,821 | | $300 million | N/A | 178,807 | 201,778 | | $200 million | 10/1/2025 | 152,833 | 83,410 | | $75 million | N/A | 12,475 | 22,216 | | $350 million | 11/19/2025 | 216,339 | 138,201 | | $200 million | 11/22/2025 | 7,889 | 1,076 | | **Total outstanding balance** | | **$1,670,690** | **$1,417,453** | | Debt issuance costs | | (387) | (2,890) | | **Warehouse lines of credit, net** | | **$1,670,303** | **$1,414,563** | - The total outstanding balance on warehouse lines of credit increased by **$253.24 million (17.87%)** from December 31, 2024, to June 30, 2025[73](index=73&type=chunk) - The weighted average interest rate for warehouse lines of credit decreased from **6.7%** at December 31, 2024, to **5.9%** at June 30, 2025[73](index=73&type=chunk) - The Company was in compliance with all debt covenants at June 30, 2025, and December 31, 2024[74](index=74&type=chunk) [NOTE 10—Notes Payable, Net](index=27&type=section&id=NOTE%2010%E2%80%94NOTES%20PAYABLE,%20NET) This note describes the Company's revolving notes payable, which are collateralized by MSRs. It outlines the committed amounts, outstanding borrowings, and interest rate terms for each facility - The Company has three revolving notes payable, collateralized by GNMA, FHLMC, and FNMA MSRs, with aggregate committed amounts totaling **$850.0 million**[77](index=77&type=chunk)[78](index=78&type=chunk)[79](index=79&type=chunk) - Outstanding borrowings on these notes payable totaled **$320.0 million** at June 30, 2025, compared to $300.0 million at December 31, 2024[13](index=13&type=chunk)[77](index=77&type=chunk)[78](index=78&type=chunk)[79](index=79&type=chunk) - The weighted average interest rate for notes payable was **7.5%** at June 30, 2025, down from 8.3% at December 31, 2024[237](index=237&type=chunk) [NOTE 11—Stockholders' Equity](index=27&type=section&id=NOTE%2011%E2%80%94STOCKHOLDERS'%20EQUITY) This note details common stock dividends declared and the Company's share repurchase program. It specifies the amounts of dividends paid, dividend equivalent units issued, and Class A common stock repurchased, noting the termination of the repurchase program due to the pending merger - The Company declared and paid **$31.0 million** in dividends during the six months ended June 30, 2025[81](index=81&type=chunk) - The share repurchase program, which authorized up to **$20.0 million** of Class A common stock repurchases, was extended to May 5, 2026, but terminated on June 18, 2025, in connection with the Merger Agreement[83](index=83&type=chunk) - During the six months ended June 30, 2025, the Company repurchased and retired **96,437 shares** of Class A common stock for **$1.3 million** at an average price of $13.13 per share[83](index=83&type=chunk) [NOTE 12—Earnings (Loss) Per Share](index=28&type=section&id=NOTE%2012%E2%80%94EARNINGS%20(LOSS)%20PER%20SHARE) This note presents the calculation of basic and diluted earnings (loss) per share for Class A and Class B common stock, including the weighted average shares outstanding and the dilutive effects of unvested restricted stock Earnings (Loss) Per Share | (in thousands, except per share amounts) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) attributable to Guild | $18,661 | $37,583 | $(5,236) | $66,081 | | Weighted average shares outstanding—Basic | 62,168 | 61,337 | 62,039 | 61,223 | | Weighted average shares outstanding—Diluted | 62,622 | 62,393 | 62,039 | 62,275 | | Basic EPS | $0.30 | $0.61 | $(0.08) | $1.08 | | Diluted EPS | $0.30 | $0.60 | $(0.08) | $1.06 | - Diluted EPS decreased from **$0.60** in Q2 2024 to **$0.30** in Q2 2025. For the six months, it changed from $1.06 earnings in H1 2024 to **$(0.08) loss** in H1 2025[86](index=86&type=chunk) - Approximately **0.5 million** potential shares were excluded from diluted loss per share calculation for the six months ended June 30, 2025, due to being anti-dilutive[86](index=86&type=chunk) [NOTE 13—Stock-Based Compensation](index=28&type=section&id=NOTE%2013%E2%80%94STOCK-BASED%20COMPENSATION) This note outlines the Company's stock-based compensation arrangements, including RSUs and PSUs under the 2020 Omnibus Incentive Plan. It details the compensation costs recognized and the treatment of these awards upon the effectiveness of the pending merger - Stock-based compensation costs were **$1.8 million** for Q2 2025 and **$3.4 million** for H1 2025[87](index=87&type=chunk) - As of June 30, 2025, there was **$12.3 million** of unrecognized compensation costs related to unvested grants, expected to be recognized over a weighted average period of **2.0 years**[87](index=87&type=chunk) - Upon merger effectiveness, outstanding RSUs will be converted into cash equal to the number of shares multiplied by **$20.00**. PSUs will be converted into cash based on target achievement for incomplete periods and certified achievement for completed periods, multiplied by **$20.00**[88](index=88&type=chunk) [NOTE 14—Commitments and Contingencies](index=29&type=section&id=NOTE%2014%E2%80%94COMMITMENTS%20AND%20CONTINGENCIES) This note addresses the Company's reserves for loan repurchases from investors, various commitments including interest rate lock commitments (IRLCs) and reverse mortgage borrowing capacity, and ongoing legal proceedings Investor Reserves Activity | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Balance — beginning of period | $21,949 | $18,278 | $23,362 | $19,973 | | Provision for investor reserves | 10,872 | 4,036 | 15,967 | 4,556 | | Realized losses, net | (7,365) | (2,003) | (13,873) | (4,218) | | **Balance — end of period** | **$25,456** | **$20,311** | **$25,456** | **$20,311** | - Total commitments to originate forward mortgage loans were approximately **$2.0 billion** at June 30, 2025, up from $1.1 billion at December 31, 2024[90](index=90&type=chunk) - Total commitments related to derivative instruments (forward loan sales, mandatory delivery, options, futures) were approximately **$2.7 billion** at June 30, 2025, compared to $2.1 billion at December 31, 2024[91](index=91&type=chunk) - Borrowers of reverse mortgage loans had additional borrowing capacity of **$150.9 million** at June 30, 2025, an increase from $131.4 million at December 31, 2024[92](index=92&type=chunk) - The Company is involved in various lawsuits in the ordinary course of business but does not expect them to have a material adverse effect on its financial position or results of operations[93](index=93&type=chunk) [NOTE 15—Regulatory Capital and Liquidity Requirements](index=29&type=section&id=NOTE%2015%E2%80%94REGULATORY%20CAPITAL%20AND%20LIQUIDITY%20REQUIREMENTS) This note outlines the minimum net worth and capital requirements imposed by secondary market investors and state regulators, including FHFA, Fannie Mae, Freddie Mac, and Ginnie Mae. It confirms the Company's compliance with these requirements - The Company is subject to minimum net worth, capital ratio, and liquidity requirements from secondary market investors and state regulators[94](index=94&type=chunk)[95](index=95&type=chunk) - The most restrictive minimum adjusted net worth requirement was **$281.6 million** at June 30, 2025, and $277.0 million at December 31, 2024[96](index=96&type=chunk) - The Company was in compliance with all regulatory capital and liquidity requirements at June 30, 2025, and December 31, 2024[96](index=96&type=chunk) [NOTE 16—Segments](index=30&type=section&id=NOTE%2016%E2%80%94SEGMENTS) This note defines Guild's Origination and Servicing segments, detailing their operations and how the Chief Operating Decision Maker assesses their performance using net income - Guild operates in two reportable segments: Origination (loan origination, acquisition, and sale) and Servicing (collection, remittance, impound accounts, loss mitigation, foreclosure)[98](index=98&type=chunk)[99](index=99&type=chunk) - The Servicing segment provides a steady cash flow and builds client relationships to drive repeat business back to the Origination segment[99](index=99&type=chunk) - The CODM (executive management team) uses net income as the primary measure for assessing segment performance and allocating resources; assets are managed on a consolidated basis and not allocated to segments[100](index=100&type=chunk) Segment Net Income (Loss) (Three Months Ended June 30, 2025) | (in thousands) | Origination | Servicing | All Other | Total | | :--------------- | :---------- | :-------- | :-------- | :------ | | Net income (loss) | $23,390 | $27,345 | $(32,072) | $18,663 | Segment Net Income (Loss) (Six Months Ended June 30, 2025) | (in thousands) | Origination | Servicing | All Other | Total | | :--------------- | :---------- | :-------- | :-------- | :------ | | Net income (loss) | $20,534 | $22,780 | $(48,610) | $(5,296) | [NOTE 17—Subsequent Events](index=33&type=section&id=NOTE%2017%E2%80%94SUBSEQUENT%20EVENTS) This note discloses two significant events occurring after the reporting period: the signing of the One Big Beautiful Bill Act (OBBBA) and the declaration of a special cash dividend - On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (OBBBA), a comprehensive legislative package extending Tax Cuts and Jobs Act provisions and introducing additional tax relief. The Company is assessing its financial impact[105](index=105&type=chunk) - On August 6, 2025, the Board of Directors declared a special cash dividend of **$0.25 per share** on Class A and Class B common stock, payable September 2, 2025, to stockholders of record on August 18, 2025[106](index=106&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition and results of operations, highlighting key performance indicators, market trends, recent developments, and a detailed analysis of revenue, expenses, segment performance, liquidity, capital resources, and cash flows for the periods presented [Executive Summary](index=34&type=section&id=Executive%20Summary) The executive summary highlights Guild's financial performance for Q2 2025 and H1 2025, noting increased loan originations, growth in the servicing portfolio, and a shift from net income to net loss for the six-month period. It also presents adjusted financial metrics and key operational indicators like recapture rates Selected Financial and Operational Highlights | Metric | Q2 2025 | Q1 2025 | H1 2025 | H1 2024 | | :----------------------------------- | :------ | :------ | :------ | :------ | | Mortgage loans originated (billions) | $7.5 | $5.2 | $12.7 | $10.4 | | Purchase originations % | 88.6% | 87.6% | 88.2% | 91.8% | | Servicing portfolio UPB (billions) | $96.3 | $94.0 | $96.3 | $89.1 | | Net income (loss) (millions) | $18.7 | $(23.9) | $(5.2) | $66.1 | | Diluted EPS | $0.30 | $(0.39) | $(0.08) | $1.06 | | Adjusted net income (millions) | $41.4 | $21.6 | $63.1 | $38.8 | | Adjusted diluted EPS | $0.66 | $0.35 | $1.01 | $0.62 | | Adjusted EBITDA (millions) | $58.0 | $36.4 | $94.4 | $57.5 | | Return on average equity | 6.2% | (7.8)% | (0.8)% | 11.0% | | Adjusted return on average equity | 13.7% | 7.0% | 10.2% | 6.4% | | Book value per share | $19.57 | N/A | $19.57 | N/A | | Tangible net book value per share | $16.01 | N/A | $16.01 | N/A | | Overall recapture rate | 31.8% | 28.7% | 31.2% | 26.6% | - Total originations increased by **43.6% QoQ** and **22.2% YoY** for the three and six months ended June 30, 2025, respectively[110](index=110&type=chunk) - The servicing portfolio UPB grew by **2.4% QoQ** and **8.1% YoY**, reaching **$96.3 billion** as of June 30, 2025[110](index=110&type=chunk) - The Company reported a net income of **$18.7 million** in Q2 2025, recovering from a net loss of $23.9 million in Q1 2025, but a net loss of **$5.2 million** for H1 2025 compared to a net income of $66.1 million in H1 2024[110](index=110&type=chunk) [Market and Economic Overview](index=35&type=section&id=Market%20and%20Economic%20Overview) This section discusses the FOMC's rate cuts, elevated Treasury yields, market volatility, and the MBA's forecast for increased industry origination volume in 2025, noting MSR portfolio sensitivity and competitive pressures - The FOMC initiated multiple rate cuts starting September 2024, bringing the target range to **4.25% to 4.5%**, but 10-year Treasury yields remain elevated due to inflation concerns and market uncertainty[113](index=113&type=chunk) - The MBA's July 2025 forecast anticipates the average 30-year mortgage interest rate to be near **7.0%** in 2025, declining modestly to **6.7%** by year-end, with the 10-year Treasury yield close to **4.5%**[113](index=113&type=chunk) - The industry's total origination volume is projected to increase by **13.6%** in 2025 to **$2.0 trillion**, with purchase originations up **5.4%** and refinance originations up **35.2%**. Guild's originations increased by **22.2%** in H1 2025, outpacing the market forecast[114](index=114&type=chunk) - The Company recorded MSR valuation losses of **$41.3 million** in Q2 2025 and **$111.2 million** in H1 2025, reflecting the inverse relationship between interest rates and MSR values[113](index=113&type=chunk) [Recent Developments](index=35&type=section&id=Recent%20Developments) Guild Holdings Company announced a merger agreement on June 18, 2025, with Gulf MSR HoldCo, LLC, a fund managed by Bayview Asset Management, LLC. Under the agreement, Class A and Class B common stock shareholders (excluding Bayview) will receive $20.00 per share in cash. The merger is expected to close in Q4 2025, is not subject to financing conditions, and has already received stockholder approval from McCarthy Capital Mortgage Investors, LLC - On June 18, 2025, Guild Holdings Company entered into a Merger Agreement with Gulf MSR HoldCo, LLC (Parent) and Gulf MSR Merger Sub Corporation[116](index=116&type=chunk) - Each share of Class A and Class B common stock (excluding Bayview's holdings) will be converted into the right to receive **$20.00 in cash**, without interest[117](index=117&type=chunk) - The Merger Agreement allows for special cash dividends of up to **$0.25 per share** in 2025, and quarterly dividends of up to $0.25 per share if the merger extends beyond 2025, without adjusting the merger consideration[117](index=117&type=chunk) - The merger is expected to close in **Q4 2025**, is not subject to financing conditions, and has received the required stockholder approval from McCarthy Capital Mortgage Investors, LLC[117](index=117&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk) [Key Performance Indicators](index=36&type=section&id=Key%20Performance%20Indicators) This section presents key performance indicators for the origination and servicing segments, enabling monitoring of business results, trend identification, and performance evaluation against strategic goals - Origination metrics monitor revenue generation, market share, and recapture rates (purchase, refinance, overall) to retain customers[122](index=122&type=chunk) - Servicing metrics track customer base size, MSR characteristics and value, delinquency rates, and net additions to the portfolio as a leading indicator of servicing income growth[122](index=122&type=chunk) Origination Data (Three Months Ended) | ($ and units in thousands) | June 30, 2025 | March 31, 2025 | Change ($/units) | % Change | | :------------------------- | :------------ | :------------- | :--------------- | :------- | | Total originations | $7,474,794 | $5,204,565 | $2,270,229 | 43.6% | | Total originations (units) | 21.4 | 15.3 | 6.1 | 39.9% | | Total loans sold | $6,813,533 | $5,191,405 | $1,622,128 | 31.2% | | Service retained % | 61.0% | 60.2% | 0.8% | 1.3% | | Gain on sale margin (bps) | 329 | 376 | (47) | (12.5)% | | Purchase origination % | 88.6% | 87.6% | 1.0% | 1.1% | | Refinance origination % | 11.4% | 12.4% | (1.0)% | (8.1)% | | Overall recapture rate | 31.8% | 28.7% | 3.1% | 10.8% | Servicing Data (Three Months Ended) | ($ and units in thousands) | June 30, 2025 | March 31, 2025 | Change ($/units) | % Change | | :------------------------- | :------------ | :------------- | :--------------- | :------- | | UPB of servicing portfolio (period end) | $96,275,766 | $94,005,693 | $2,270,073 | 2.4% | | Loans serviced (period end) | 381 | 373 | 8 | 2.1% | | Weighted average prepayment speed | 8.8% | 8.6% | 0.2% | 2.3% | | MSR multiple (period end) | 4.5 | 4.6 | (0.1) | (2.2)% | | Loan delinquency rate 60-plus days (period end) | 1.8% | 1.8% | 0.0% | —% | [Non-GAAP Financial Measures](index=38&type=section&id=Non-GAAP%20Financial%20Measures) This section defines and reconciles several non-GAAP financial measures, including adjusted net income, adjusted earnings per share, adjusted EBITDA, adjusted return on average equity, and tangible net book value per share. These metrics are used by management to evaluate operating performance and capital position, excluding non-cash or non-core operational items like MSR fair value adjustments and merger-related expenses - Non-GAAP measures are used to evaluate operating performance, establish budgets, and develop operational goals, excluding fair value and other adjustments not indicative of core operations[134](index=134&type=chunk)[135](index=135&type=chunk) - Adjusted net income excludes MSR fair value changes, contingent liabilities/notes receivable fair value changes, amortization of acquired intangibles, stock-based compensation, and merger-related expenses, adjusted for tax impact[136](index=136&type=chunk) Reconciliation of Net Income (Loss) to Adjusted Net Income and EPS | (in thousands, except per share amounts) | Q2 2025 | Q1 2025 | H1 2025 | H1 2024 | | :--------------------------------------- | :------ | :------ | :------ | :------ | | Net income (loss) attributable to Guild | $18,661 | $(23,897) | $(5,236) | $66,081 | | Add adjustments: | | | | | | Change in fair value of MSRs due to model inputs and assumptions | 19,456 | 55,020 | 74,476 | (53,542) | | Change in fair value of contingent liabilities and notes receivable due to acquisitions, net | 2,062 | 2,001 | 4,063 | 7,397 | | Amortization of acquired intangible assets | 2,230 | 2,229 | 4,459 | 4,597 | | Stock-based compensation | 1,830 | 1,602 | 3,432 | 4,824 | | Merger-related expenses | 4,386 | — | 4,386 | — | | Tax impact of adjustments | (7,187) | (15,335) | (22,522) | 9,401 | | **Adjusted net income** | **$41,438** | **$21,620** | **$63,058** | **$38,758** | | Adjusted earnings per share—Diluted | $0.66 | $0.35 | $1.01 | $0.62 | Reconciliation of Net Income (Loss) to Adjusted EBITDA | ($ in thousands) | Q2 2025 | Q1 2025 | H1 2025 | H1 2024 | | :--------------- | :------ | :------ | :------ | :------ | | Net income (loss) | $18,663 | $(23,959) | $(5,296) | $65,991 | | Add adjustments: | | | | | | Interest expense on non-funding debt | 6,148 | 5,749 | 11,897 | 8,030 | | Income tax expense (benefit) | 1,879 | (7,665) | (5,786) | 17,079 | | Depreciation and amortization | 3,611 | 3,647 | 7,258 | 7,724 | | Change in fair value of MSRs due to model inputs and assumptions | 19,456 | 55,020 | 74,476 | (53,542) | | Change in fair value of contingent liabilities and notes receivable due to acquisitions, net | 2,062 | 2,001 | 4,063 | 7,397 | | Stock-based compensation | 1,830 | 1,602 | 3,432 | 4,824 | | Merger-related expenses | 4,386 | — | 4,386 | — | | **Adjusted EBITDA** | **$58,035** | **$36,395** | **$94,430** | **$57,503** | Reconciliation of Book Value Per Share to Tangible Net Book Value Per Share | (in thousands, except per share amounts) | June 30, 2025 | December 31, 2024 | | :--------------------------------------- | :------------ | :---------------- | | Total stockholders' equity attributable to Guild | $1,217,671 | $1,253,523 | | Less: Goodwill | (198,724) | (198,724) | | Less: Intangible assets, net | (22,811) | (27,270) | | **Tangible common equity** | **$996,136** | **$1,027,529** | | Ending shares of Class A and Class B common stock outstanding | 62,236 | 61,926 | | Book value per share | $19.57 | $20.24 | | **Tangible net book value per share** | **$16.01** | **$16.59** | [Results of Operations](index=42&type=section&id=Results%20of%20Operations) This section provides a detailed comparative analysis of the Company's consolidated statements of operations, breaking down revenue and expense components for the three and six months ended June 30, 2025, against prior periods. It explains the drivers behind changes in loan origination fees, MSR valuation adjustments, interest income/expense, and various operating expenses [Revenue](index=43&type=section&id=Revenue) This section analyzes revenue components, including loan origination fees, MSR valuation adjustments, interest income, and interest expense, driven by loan volume, MSR value, and funding changes Loan Origination Fees and Gain on Sale of Loans, Net (QoQ) | ($ in thousands) | Q2 2025 | Q1 2025 | $ Change | % Change | | :------------------------------------------------- | :------ | :------ | :------- | :------- | | Gain on sale of loans | $152,463 | $122,914 | $29,549 | 24.0% | | Loan origination fees | 29,201 | 23,215 | 5,986 | 25.8% | | Fair value of originated MSRs | 50,687 | 38,484 | 12,203 | 31.7% | | Changes in fair value of MLHS and IRLCs | 19,938 | 26,795 | (6,857) | (25.6)% | | Changes in fair value of forward commitments | (5,416) | (21,100) | 15,684 | 74.3% | | Provision for investor reserves | (10,872) | (5,095) | (5,777) | (113.4)% | | **Total loan origination fees and gain on sale of loans, net** | **$236,001** | **$185,213** | **$50,788** | **27.4%** | - Loan origination fees and gain on sale, net, increased by **27.4% QoQ** and **23.9% YoY**, driven by higher loan sales and origination volume[155](index=155&type=chunk)[160](index=160&type=chunk) - MSR valuation adjustment resulted in a loss of **$41.3 million** in Q2 2025 and **$111.2 million** in H1 2025, primarily due to increased prepayment speeds and decreased escrow earnings rates[170](index=170&type=chunk) Interest Income (QoQ) | ($ in thousands) | Q2 2025 | Q1 2025 | $ Change | % Change | | :----------------------- | :------ | :------ | :------- | :------- | | Interest income, funding | $24,332 | $17,786 | $6,546 | 36.8% | | Interest income earnings credit | 12,561 | 9,967 | 2,594 | 26.0% | | Other | 1,821 | 1,341 | 480 | 35.8% | | **Total interest income** | **$38,714** | **$29,094** | **$9,620** | **33.1%** | Interest Expense (QoQ) | ($ in thousands) | Q2 2025 | Q1 2025 | $ Change | % Change | | :------------------------- | :------ | :------ | :------- | :------- | | Interest expense, funding facilities | $19,922 | $13,619 | $6,303 | 46.3% | | Interest expense, other financing | 6,400 | 6,028 | 372 | 6.2% | | Bank servicing charges | 1,798 | 1,855 | (57) | (3.1)% | | Payoff interest expense | 843 | 577 | 266 | 46.1% | | **Total interest expense** | **$28,963** | **$22,079** | **$6,884** | **31.2%** | [Expenses](index=47&type=section&id=Expenses) This section analyzes expenses, including compensation, general and administrative, occupancy, depreciation, and foreclosure losses, attributing changes to origination volume, acquisitions, merger costs, and regulatory shifts Salaries, Incentive Compensation and Benefits (QoQ) | ($ in thousands) | Q2 2025 | Q1 2025 | $ Change | % Change | | :------------------------------------------ | :------ | :------ | :------- | :------- | | Salaries | $87,254 | $86,217 | $1,037 | 1.2% | | Incentive compensation | 86,698 | 58,744 | 27,954 | 47.6% | | Benefits | 28,886 | 28,251 | 635 | 2.2% | | **Total salaries, incentive compensation and benefits expense** | **$202,838** | **$173,212** | **$29,626** | **17.1%** | - Incentive compensation increased by **47.6% QoQ** and **26.6% YoY**, primarily due to increased origination volume[183](index=183&type=chunk)[185](index=185&type=chunk) General and Administrative Expense (QoQ) | ($ in thousands) | Q2 2025 | Q1 2025 | $ Change | % Change | | :------------------------------------------------- | :------ | :------ | :------- | :------- | | Professional fees | $17,919 | $12,499 | $5,420 | 43.4% | | Advertising and promotions | 5,486 | 8,500 | (3,014) | (35.5)% | | Office supplies, travel and entertainment | 3,932 | 3,786 | 146 | 3.9% | | Contingent liability and notes receivable fair value adjustment, net | 2,062 | 2,001 | 61 | 3.0% | | Other | 2,027 | 2,367 | (340) | (14.4)% | | **Total general and administrative expense** | **$31,426** | **$29,153** | **$2,273** | **7.8%** | - Professional fees increased by **$5.42 million QoQ** and **$3.29 million YoY**, including **$4.4 million** in merger-related expenses in Q2 2025[187](index=187&type=chunk)[189](index=189&type=chunk) - Provision for foreclosure losses increased from a reversal of **$0.1 million** in H1 2024 to a provision of **$3.5 million** in H1 2025, due to the expiration of the VA foreclosure moratorium[198](index=198&type=chunk) - Income tax expense shifted from a benefit of **$7.7 million** in Q1 2025 to a provision of **$1.9 million** in Q2 2025. The effective tax rate for H1 2025 was **52.2%**, impacted by a **$4.4 million** benefit from California SB-132[200](index=200&type=chunk) [Segment Results](index=50&type=section&id=Segment%20Results) This section analyzes the financial performance of Guild's two interdependent segments: Origination and Servicing. It details the net income, revenue, and expense trends for each segment, highlighting the impact of origination volume, MSR valuation, and operational efficiencies [Origination](index=50&type=section&id=Origination) The Origination segment's net income significantly improved in Q2 2025 and H1 2025, driven by increased loan originations and net revenue, despite a decrease in gain on sale margins. Purchase volume remained dominant, and service retained originations saw a slight increase QoQ Origination Segment Results (QoQ) | ($ and units in thousands) | June 30, 2025 | March 31, 2025 | Change ($/units) | % Change | | :------------------------- | :------------ | :------------- | :--------------- | :------- | | Total originations | $7,474,794 | $5,204,565 | $2,270,229 | 43.6% | | Net revenue | $242,544 | $190,601 | $51,943 | 27.3% | | Total expenses | $219,154 | $193,457 | $25,697 | 13.3% | | Net income (loss) allocated to origination | $23,390 | $(2,856) | $26,246 | 919.0% | | Gain on sale margins (bps) | 329 | 376 | (47) | (12.5)% | | Purchase volume percentage | 88.6% | 87.6% | 1.0% | 1.1% | | Service retained originations % | 61.0% | 60.2% | 0.8% | 1.3% | - Net income for the origination segment increased by **$26.2 million (919.0%) QoQ** and **$47.8 million (175.3%) YoY**, driven by increased net revenue and origination volume[206](index=206&type=chunk)[213](index=213&type=chunk) - Total originations increased by **43.6% QoQ** and **22.2% YoY**, influenced by seasonality, interest rate volatility, and expansion from acquisitions and organic recruiting[207](index=207&type=chunk)[214](index=214&type=chunk) - Gain on sale margins decreased QoQ to **329 bps** but increased YoY to **349 bps**, reflecting market volatility and investor reserves[209](index=209&type=chunk)[215](index=215&type=chunk) [Servicing](index=52&type=section&id=Servicing) The Servicing segment's net income saw a significant increase QoQ but a substantial decrease YoY, primarily due to the valuation adjustment of MSRs. Total revenue increased YoY, aligning with the growth in the servicing portfolio's UPB and number of loans serviced, while foreclosure losses increased due to the expiration of the VA foreclosure moratorium Servicing Segment Results (QoQ) | ($ and units in thousands) | June 30, 2025 | March 31, 2025 | Change ($/units) | % Change | | :------------------------- | :------------ | :------------- | :--------------- | :------- | | Average UPB of servicing portfolio | $95,140,730 | $93,502,278 | $1,638,452 | 1.8% | | Net revenue | $43,332 | $12,980 | $30,352 | 233.8% | | Total expenses | $15,987 | $17,545 | $(1,558) | (8.9)% | | Net income (loss) allocated to servicing | $27,345 | $(4,565) | $31,910 | 699.0% | | Valuation adjustment of MSRs | $(41,313) | $(69,936) | $28,623 | 40.9% | | Provision for foreclosure losses | $1,115 | $2,378 | $(1,263) | (53.1)% | - Net income for the servicing segment increased by **$31.9 million (699.0%) QoQ**, primarily due to a **$28.6 million** increase in the MSR valuation adjustment[219](index=219&type=chunk) - Net income for the servicing segment decreased by **$130.7 million (85.2%) YoY**, mainly due to a **$134.2 million** decrease in the MSR valuation adjustment[223](index=223&type=chunk) - The average UPB of the servicing portfolio increased by **1.8% QoQ** and **8.7% YoY**[219](index=219&type=chunk)[222](index=222&type=chunk) - Provision for foreclosure losses decreased QoQ but increased YoY due to the expiration of the VA foreclosure moratorium[220](index=220&type=chunk)[224](index=224&type=chunk) [Liquidity, Capital Resources and Cash Flows](index=53&type=section&id=Liquidity,%20Capital%20Resources%20and%20Cash%20Flows) This section discusses the Company's liquidity management, including primary sources and uses of funds, debt obligations (warehouse lines of credit and notes payable), and compliance with financial covenants. It also analyzes cash flow activities from operations, investing, and financing, and provides an update on the share repurchase program and interest rate lock commitments [Debt Obligations](index=54&type=section&id=Debt%20Obligations) The Company relies on warehouse lines of credit and notes payable, collateralized by MSRs, to fund loan originations and operations. It maintains multiple facilities with varying maturities and interest rates, and consistently complies with all associated financial covenants - The Company uses warehouse lines of credit (primarily master repurchase agreements) to fund mortgage loan originations, typically financing **97% to 98%** of the principal balance[228](index=228&type=chunk)[229](index=229&type=chunk) - As of June 30, 2025, total facility size for warehouse lines was approximately **$2.8 billion** with **$1.7 billion** outstanding, and for notes payable was **$850.0 million** with **$320.0 million** outstanding[231](index=231&type=chunk)[232](index=232&type=chunk) - The weighted average interest rate for warehouse lines of credit was **5.9%** at June 30, 2025 (down from 6.7% at Dec 31, 2024), and for notes payable was **7.5%** (down from 8.3% at Dec 31, 2024)[237](index=237&type=chunk) - The Company was in compliance with all debt covenants, including maximum adjusted leverage ratio, minimum net worth, minimum liquidity, and adjusted pre-tax net income requirements, as of June 30, 2025, and December 31, 2024[74](index=74&type=chunk)[236](index=236&type=chunk) [Secondary Market Investors](index=55&type=section&id=Secondary%20Market%20Investors) Secondary market investors impose specific operating and financial covenants on the Company, including minimum net worth, liquidity, and total liquid assets. Compliance with these covenants is critical to avoid default and maintain the ability to sell mortgage loans - Secondary market investors require compliance with covenants such as minimum net worth, minimum liquidity, minimum total liquid assets, and a maximum ratio of adjusted net worth to total assets[239](index=239&type=chunk)[240](index=240&type=chunk) - Breach of these covenants could lead to default, sanctions, or termination of selling/servicing agreements, significantly impacting liquidity and operations[240](index=240&type=chunk) - The Company was in compliance with all secondary market investor covenants as of June 30, 2025, and December 31, 2024[240](index=240&type=chunk) [Cash Flows](index=56&type=section&id=Cash%20Flows) The Company's cash flows are summarized across operating, investing, and financing activities. Operating cash flow improved significantly due to changes in loans held for sale. Investing cash flow decreased due to lower acquisition spending, while financing cash flow decreased due to reduced net borrowings on warehouse lines and notes payable Summary of Cash Flows (Six Months Ended June 30) | ($ in thousands) | 2025 | 2024 | | :--------------------------------------- | :----- | :----- | | Net cash used in operating activities | $(247,040) | $(850,942) | | Net cash used in investing activities | (56,607) | (85,086) | | Net cash provided by financing activities | 293,021 | 916,452 | | **Decrease in cash, cash equivalents and restricted cash** | **$(10,626)** | **$(19,576)** | - Net cash used in operating activities decreased by **$603.90 million** in H1 2025 compared to H1 2024, primarily because loan originations exceeded sales, increasing loans held for sale[242](index=242&type=chunk) - Net cash used in investing activities decreased by **$28.48 million** in H1 2025, mainly due to $17.7 million used for acquisitions in H1 2024 not recurring[243](index=243&type=chunk) - Net cash provided by financing activities decreased by **$623.43 million** in H1 2025, driven by lower net borrowings on warehouse lines of credit and notes payable[245](index=245&type=chunk)[246](index=246&type=chunk) [Share Repurchase Program](index=57&type=section&id=Share%20Repurchase%20Program) The Company's share repurchase program, initially authorized for $20.0 million, was extended multiple times but terminated on June 18, 2025, due to the pending Merger Agreement. During H1 2025, the Company repurchased 96,437 shares of Class A common stock - The share repurchase program, authorizing up to **$20.0 million** of Class A common stock, was extended to May 5, 2026, but terminated on June 18, 2025, in connection with the Merger Agreement[247](index=247&type=chunk) - During the six months ended June 30, 2025, the Company repurchased and retired **96,437 shares** of Class A common stock at an average price of $13.13 per share[247](index=247&type=chunk) [Interest Rate Lock Commitments](index=57&type=section&id=Interest%20Rate%20Lock%20Commitments) Interest Rate Lock Commitments (IRLCs) expose the Company to market risk from interest rate changes and credit loss if loans are not sold or customers default. Total commitments, adjusted for pull-through, increased significantly from December 31, 2024, to June 30, 2025 - IRLCs expose the Company to market risk from interest rate changes and credit loss if loans are not econom

Company Performance - Guild Holdings Company (GHLD) reported quarterly earnings of $0.66 per share, exceeding the Zacks Consensus Estimate of $0.43 per share, and up from $0.49 per share a year ago, representing an earnings surprise of +53.49% [1] - The company posted revenues of $279.45 million for the quarter ended June 2025, which missed the Zacks Consensus Estimate by 3.29% and decreased from $285.68 million year-over-year [2] - Over the last four quarters, Guild has surpassed consensus EPS estimates two times and topped consensus revenue estimates just once [2] Stock Performance - Guild shares have increased approximately 41.4% since the beginning of the year, significantly outperforming the S&P 500's gain of 7.9% [3] - The current consensus EPS estimate for the upcoming quarter is $0.53 on revenues of $314.98 million, and for the current fiscal year, it is $1.72 on revenues of $1.12 billion [7] Industry Outlook - The Financial - Miscellaneous Services industry, to which Guild belongs, is currently ranked in the top 32% of over 250 Zacks industries, indicating a favorable outlook [8] - Empirical research suggests a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can impact stock performance [5]

Executive Summary & Company Overview [Second Quarter 2025 Highlights](index=1&type=section&id=Second%20Quarter%202025%20Highlights) Guild Holdings Company reported strong Q2 2025 results, achieving its best adjusted net income, adjusted EBITDA, and adjusted return on average equity since 2021. The company saw significant origination growth both quarter-over-quarter and year-over-year, with a strong focus on purchase business - Guild delivered its best **adjusted net income**, **adjusted EBITDA**, and **adjusted return on average equity** since 2021, despite a constrained market[3](index=3&type=chunk) | Metric | 2Q'25 | 1Q'25 | 2Q'24 | | :---------------------------------- | :------ | :------ | :------ | | Total originations | $7,500M | $5,200M | $6,500M | | Net revenue | $279.4M | $198.5M | $285.7M | | Net income attributable to Guild | $18.7M | ($23.9M) | $37.6M | | Adjusted net income | $41.4M | $21.6M | $30.7M | | Adjusted EBITDA | $58.0M | $36.4M | $41.6M | | Adjusted return on average equity | 13.7% | 7.0% | 10.1% | - Origination growth was **44% quarter-over-quarter** and **15% year-over-year**[3](index=3&type=chunk) - **89% of closed loan origination volume** came from purchase business, significantly higher than the MBA industry estimate of **67%**[3](index=3&type=chunk)[4](index=4&type=chunk) [Company Profile](index=3&type=section&id=Company%20Profile) Guild Holdings Company, through its subsidiary Guild Mortgage Company, is a nationally recognized independent mortgage lender established in 1960. It operates across 49 states and D.C., focusing on a relationship-based loan sourcing strategy to deliver homeownership, specializing in government-sponsored and other specialized loan programs - Founded in **1960**, Guild Mortgage Company is a nationally recognized independent mortgage lender[17](index=17&type=chunk) - Employs a relationship-based loan sourcing strategy to deliver homeownership in **49 states and the District of Columbia**[17](index=17&type=chunk) - Specializes in government-sponsored programs (FHA, VA, USDA) and other specialized loan programs[17](index=17&type=chunk) Financial Performance [Consolidated Financial Highlights](index=2&type=section&id=Consolidated%20Financial%20Highlights) Guild Holdings Company reported a significant turnaround in Q2 2025, moving from a net loss in Q1 2025 to a net income of $18.7 million. Adjusted metrics showed strong quarter-over-quarter and year-over-year growth, reflecting improved operational efficiency and a growing servicing portfolio | Metric | 2Q'25 | 1Q'25 | 2Q'24 | YTD'25 | YTD'24 | | :---------------------------------- | :------ | :------ | :------ | :------- | :------- | | Total originations | $7,474.8M | $5,204.6M | $6,525.9M | $12,679.4M | $10,378.4M | | Net revenue | $279.4M | $198.5M | $285.7M | $477.9M | $517.5M | | Net income (loss) attributable to Guild | $18.7M | ($23.9M) | $37.6M | ($5.2M) | $66.1M | | Adjusted net income | $41.4M | $21.6M | $30.7M | $63.1M | $38.8M | | Adjusted EBITDA | $58.0M | $36.4M | $41.6M | $94.4M | $57.5M | | Adjusted return on average equity | 13.7% | 7.0% | 10.1% | 10.2% | 6.4% | - Servicing portfolio unpaid principal balance (UPB) grew to **$96.3 billion** as of June 30, 2025, up from **$94.0 billion** in Q1 2025 and **$89.1 billion** in Q2 2024[3](index=3&type=chunk)[6](index=6&type=chunk) [Origination Segment Results](index=2&type=section&id=Origination%20Segment%20Results) The origination segment achieved a net income of $23.4 million in Q2 2025, a significant improvement from losses in the prior two quarters, driven by a substantial increase in total originations. Gain on sale margins saw a quarter-over-quarter decrease but a slight year-over-year increase | Metric | 2Q'25 | 1Q'25 | 2Q'24 | YTD'25 | YTD'24 | | :---------------------------------- | :------ | :------ | :------ | :------- | :------- | | Total originations | $7,474.8M | $5,204.6M | $6,525.9M | $12,679.4M | $10,378.4M | | Net income (loss) allocated to origination | $23.4M | ($2.9M) | ($3.1M) | $20.5M | ($27.3M) | | Gain on sale margin on originations (bps) | 329 | 376 | 326 | 349 | 340 | | Total pull-through adjusted locked volume | $7.5 billion | $5.9 billion | $6.5 billion | $13.4 billion | $11.1 billion | - Origination segment net income was **$23.4 million** in Q2 2025, compared to a net loss of **$2.9 million** in Q1 2025 and **$3.1 million** in Q2 2024[7](index=7&type=chunk)[8](index=8&type=chunk) - Gain on sale margins on originations decreased **47 bps quarter-over-quarter** but increased **3 bps year-over-year** to **329 bps**[7](index=7&type=chunk) [Servicing Segment Results](index=2&type=section&id=Servicing%20Segment%20Results) The servicing segment achieved a net income of $27.3 million in Q2 2025, a significant recovery from a net loss in Q1 2025, despite a substantial MSR valuation adjustment loss due to interest rate volatility. The company maintained strong refinance and purchase recapture rates | Metric | 2Q'25 | 1Q'25 | 2Q'24 | YTD'25 | YTD'24 | | :---------------------------------- | :------ | :------ | :------ | :------- | :------- | | Net income (loss) allocated to servicing | $27.3M | ($4.6M) | $69.5M | $22.8M | $153.5M | | UPB of servicing portfolio (period end) | $96,275.8M | $94,005.7M | $89,092.9M | $96,275.8M | $89,092.9M | | Valuation adjustment of MSRs | ($41.3M) | ($69.9M) | $2.1M | ($111.2M) | $22.9M | | Loan servicing and other fees | $72.7M | $72.8M | $67.7M | $145.5M | $133.5M | - The Company retained mortgage servicing rights (MSRs) for **61% of total loans sold** in Q2 2025[9](index=9&type=chunk) - Refinance recapture rate was strong at **37%** in Q1 2025, and purchase recapture rate was **27%** in Q2 2025[10](index=10&type=chunk) [Shareholder Returns & Capital Management](index=3&type=section&id=Shareholder%20Returns%20%26%20Capital%20Management) [Share Repurchase Program](index=3&type=section&id=Share%20Repurchase%20Program) Guild repurchased 61,221 shares of Class A common stock in Q2 2025, terminating the program due to a pending merger agreement - Repurchased and retired **61,221 shares of Class A common stock** at an average price of **$13.24 per share** during Q2 2025[12](index=12&type=chunk) - The share repurchase plan was terminated on **June 18, 2025**, due to a pending merger agreement with Gulf MSR HoldCo, LLC[12](index=12&type=chunk) [Dividends](index=3&type=section&id=Dividends) Guild declared a special cash dividend of $0.25 per share on Class A and Class B common stock, payable on September 2, 2025 - Declared a special cash dividend of **$0.25 per share** on Class A and Class B common stock on **August 6, 2025**[13](index=13&type=chunk) - The dividend is payable on **September 2, 2025**, to stockholders of record as of **August 18, 2025**[13](index=13&type=chunk) [Balance Sheet and Liquidity](index=3&type=section&id=Balance%20Sheet%20and%20Liquidity) As of June 30, 2025, Guild maintained a solid liquidity position with $107.4 million in cash and significant unutilized loan funding and MSR lines of credit. Total stockholders' equity saw a slight decrease from the end of 2024 | Metric | June 30, 2025 | December 31, 2024 | | :---------------------------------- | :------------ | :---------------- | | Cash and cash equivalents | $107.4M | $118.2M | | Mortgage servicing rights, at fair value | $1,303.6M | $1,343.8M | | Warehouse lines of credit, net | $1,670.3M | $1,414.6M | | Total stockholders' equity | $1,218.1M | $1,254.0M | | Tangible net book value per share | $16.01 | $16.59 | - Unutilized loan funding capacity was **$1.1 billion**, and unutilized MSR lines of credit were **$315.0 million**[14](index=14&type=chunk) - The Company's leverage ratio was **2.0x** as of June 30, 2025[14](index=14&type=chunk) Financial Statements [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets increased to $5,033.6 million, primarily driven by an increase in mortgage loans held for sale. Total liabilities also rose, while total stockholders' equity experienced a slight decrease compared to December 31, 2024 | Item | Jun 30, 2025 (in thousands) | Dec 31, 2024 (in thousands) | | :---------------------------------- | :-------------------------- | :-------------------------- | | Total assets | $5,033,555 | $4,768,303 | | Mortgage loans held for sale, at fair value | $1,821,187 | $1,523,447 | | Mortgage servicing rights, at fair value | $1,303,599 | $1,343,829 | | Total liabilities | $3,815,457 | $3,514,293 | | Warehouse lines of credit, net | $1,670,303 | $1,414,563 | | Total stockholders' equity | $1,218,098 | $1,254,010 | [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q2 2025, Guild reported net revenue of $279.4 million and net income attributable to Guild of $18.7 million, a significant improvement from a net loss in the prior quarter. Year-to-date, the company recorded a net loss, largely influenced by Q1 performance and MSR valuation adjustments | Metric | Three Months Ended Jun 30, 2025 | Three Months Ended Mar 31, 2025 | Three Months Ended Jun 30, 2024 | Six Months Ended Jun 30, 2025 | Six Months Ended Jun 30, 2024 | | :---------------------------------- | :------------------------------ | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | Net revenue | $279,445 | $198,486 | $285,685 | $477,931 | $517,467 | | Net income (loss) attributable to Guild | $18,661 | ($23,897) | $37,583 | ($5,236) | $66,081 | | Loan origination fees and gain on sale of loans, net | $236,001 | $185,213 | $205,848 | $421,214 | $339,908 | | Valuation adjustment of mortgage servicing rights | ($41,313) | ($69,936) | $2,134 | ($111,249) | $22,912 | | Basic EPS | $0.30 | ($0.39) | $0.61 | ($0.08) | $1.08 | | Diluted EPS | $0.30 | ($0.39) | $0.60 | ($0.08) | $1.06 | Key Performance Indicators [Key Performance Indicators Summary](index=9&type=section&id=Key%20Performance%20Indicators%20Summary) Guild's key performance indicators for Q2 2025 demonstrate robust origination growth, with total originations reaching $7.5 billion. The company maintained a high percentage of purchase originations and significantly improved its refinance recapture rate, reflecting effective business strategies | Metric | Jun 30, 2025 | Mar 31, 2025 | Jun 30, 2024 | YTD Jun 30, 2025 | YTD Jun 30, 2024 | | :---------------------------------- | :----------- | :----------- | :----------- | :--------------- | :--------------- | | Total originations ($ thousands) | $7,474,794 | $5,204,565 | $6,525,898 | $12,679,359 | $10,378,437 | | Total originations (units) | 21.4 | 15.3 | 19.2 | 36.7 | 31.1 | | Gain on sale margin (bps) | 329 | 376 | 326 | 349 | 340 | | Purchase recapture rate | 27% | 26% | 27% | 27% | 27% | | Refinance recapture rate | 37% | 31% | 22% | 35% | 25% | | Purchase origination % | 89% | 88% | 92% | 88% | 92% | | UPB (period end) ($ thousands) | $96,275,766 | $94,005,693 | $89,092,933 | $96,275,766 | $89,092,933 | | Loans serviced (000's) (period end) | 381 | 373 | 358 | 381 | 358 | - Total originations increased by **44% quarter-over-quarter** and **15% year-over-year**[3](index=3&type=chunk)[37](index=37&type=chunk) - The refinance recapture rate improved significantly to **37%** in Q2 2025 from **31%** in Q1 2025 and **22%** in Q2 2024[37](index=37&type=chunk) Non-GAAP Financial Measures & Reconciliations [Non-GAAP Definitions](index=6&type=section&id=Non-GAAP%20Definitions) This section provides definitions for Guild's non-GAAP financial measures, including Adjusted Net Income, Adjusted Earnings Per Share, Adjusted EBITDA, Adjusted Return on Average Equity, and Tangible Net Book Value Per Share. These metrics are used to offer a clearer view of core operating performance by excluding non-cash or non-recurring items - Adjusted Net Income excludes non-cash items like MSR fair value changes, contingent liability changes, amortization of acquired intangibles, stock-based compensation, and merger-related expenses, adjusted for tax[24](index=24&type=chunk) - Adjusted EBITDA adjusts net income for interest expense on non-funding debt, taxes, depreciation & amortization, non-controlling interests, and the same non-cash/non-recurring items as Adjusted Net Income[26](index=26&type=chunk) - Tangible Net Book Value Per Share is calculated by subtracting goodwill and intangible assets from total stockholders' equity attributable to Guild[28](index=28&type=chunk) [GAAP to Non-GAAP Reconciliations](index=10&type=section&id=GAAP%20to%20Non-GAAP%20Reconciliations) [Adjusted Net Income and EPS Reconciliation](index=10&type=section&id=Adjusted%20Net%20Income%20and%20EPS%20Reconciliation) GAAP net income and EPS are reconciled to adjusted non-GAAP figures, detailing MSR fair value changes and merger-related expenses | Metric | Three Months Ended Jun 30, 2025 | Three Months Ended Mar 31, 2025 | Three Months Ended Jun 30, 2024 | Six Months Ended Jun 30, 2025 | Six Months Ended Jun 30, 2024 | | :---------------------------------- | :------------------------------ | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | Net income (loss) attributable to Guild | $18.7 | ($23.9) | $37.6 | ($5.2) | $66.1 | | Change in fair value of MSRs due to model inputs and assumption | 19.5 | 55.0 | (20.6) | 74.5 | (53.5) | | Merger-related expenses | 4.4 | — | — | 4.4 | — | | Tax impact of adjustments | (7.2) | (15.3) | 2.4 | (22.5) | 9.4 | | Adjusted net income | $41.4 | $21.6 | $30.7 | $63.1 | $38.8 | | Earnings (loss) per share—Diluted | $0.30 | ($0.39) | $0.60 | ($0.08) | $1.06 | | Adjusted earnings per share—Diluted | $0.66 | $0.35 | $0.49 | $1.01 | $0.62 | - Q2 2025 GAAP net income of **$18.7 million** was adjusted to **$41.4 million**, primarily by adding back MSR fair value changes and merger-related expenses, net of tax[40](index=40&type=chunk) [Adjusted EBITDA Reconciliation](index=11&type=section&id=Adjusted%20EBITDA%20Reconciliation) GAAP net income is reconciled to Adjusted EBITDA, adjusting for non-funding interest, taxes, depreciation, MSR valuation, and merger-related items | Metric | Three Months Ended Jun 30, 2025 | Three Months Ended Mar 31, 2025 | Three Months Ended Jun 30, 2024 | Six Months Ended Jun 30, 2025 | Six Months Ended Jun 30, 2024 | | :---------------------------------- | :------------------------------ | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | Net income (loss) | $18.7 | ($24.0) | $37.6 | ($5.3) | $66.0 | | Interest expense on non-funding debt | 6.1 | 5.7 | 4.7 | 11.9 | 8.0 | | Income tax expense (benefit) | 1.9 | (7.7) | 6.9 | (5.8) | 17.1 | | Depreciation and amortization | 3.6 | 3.6 | 4.0 | 7.3 | 7.7 | | Change in fair value of MSRs due to model inputs and assumptions | 19.5 | 55.0 | (20.6) | 74.5 | (53.5) | | Merger-related expenses | 4.4 | — | — | 4.4 | — | | Adjusted EBITDA | $58.0 | $36.4 | $41.6 | $94.4 | $57.5 | - Q2 2025 GAAP net income of **$18.7 million** was reconciled to an Adjusted EBITDA of **$58.0 million**, reflecting adjustments for non-funding interest, taxes, depreciation, MSR valuation, and merger-related expenses[42](index=42&type=chunk) [Adjusted Return on Average Equity Reconciliation](index=11&type=section&id=Adjusted%20Return%20on%20Average%20Equity%20Reconciliation) GAAP return on average equity is reconciled to its adjusted non-GAAP counterpart, reflecting the impact of non-GAAP adjustments on net income | Metric | Jun 30, 2025 | Mar 31, 2025 | Jun 30, 2024 | YTD Jun 30, 2025 | YTD Jun 30, 2024 | | :---------------------------------- | :----------- | :----------- | :----------- | :--------------- | :--------------- | | Net income (loss) attributable to Guild | $18.7 | ($23.9) | $37.6 | ($5.2) | $66.1 | | Adjusted net income | $41.4 | $21.6 | $30.7 | $63.1 | $38.8 | | Return on average equity | 6.2% | (7.8%) | 12.3% | (0.8%) | 11.0% | | Adjusted return on average equity | 13.7% | 7.0% | 10.1% | 10.2% | 6.4% | - The GAAP return on average equity of **6.2%** for Q2 2025 was adjusted to **13.7%**, reflecting the impact of non-GAAP adjustments on net income[43](index=43&type=chunk) [Tangible Net Book Value Per Share Reconciliation](index=12&type=section&id=Tangible%20Net%20Book%20Value%20Per%20Share%20Reconciliation) GAAP book value per share is reconciled to tangible net book value per share by subtracting goodwill and intangible assets | Metric | Jun 30, 2025 | Dec 31, 2024 | | :---------------------------------- | :----------- | :----------- | | Total stockholders' equity attributable to Guild | $1,217.7M | $1,253.5M | | Goodwill | ($198.7M) | ($198.7M) | | Intangible assets, net | ($22.8M) | ($27.3M) | | Tangible common equity | $996.1M | $1,027.5M | | Book value per share | $19.57 | $20.24 | | Tangible net book value per share | $16.01 | $16.59 | - As of June 30, 2025, the GAAP book value per share of **$19.57** was adjusted to a tangible net book value per share of **$16.01** after subtracting goodwill and intangible assets[45](index=45&type=chunk) Additional Information [Webcast and Conference Call](index=3&type=section&id=Webcast%20and%20Conference%20Call) Guild Holdings Company announced that it will not host a conference call in conjunction with this quarterly earnings release due to a pending merger agreement - No conference call will be hosted for this quarterly earnings release[16](index=16&type=chunk) - The decision is due to the pending Merger Agreement with Gulf MSR HoldCo, LLC[16](index=16&type=chunk) [Forward-Looking Statements](index=5&type=section&id=Forward-Looking%20Statements) This section contains a standard disclaimer, indicating that forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially. Key risks include market conditions, regulatory changes, interest rate fluctuations, and factors related to the pending merger - Forward-looking statements reflect current expectations and judgments about future events and financial performance[20](index=20&type=chunk) - Important factors that could cause actual results to differ materially include disruptions in the secondary home loan market, changes in macroeconomic conditions, regulatory environment changes, interest rate fluctuations, and risks related to the pending Merger[21](index=21&type=chunk) - The company undertakes no obligation to update any forward-looking statement unless required by law[22](index=22&type=chunk) [Contacts](index=4&type=section&id=Contacts) This section provides contact information for investor relations and media inquiries for Guild Holdings Company - Investors can contact investors@guildmortgage.net or **858-956-5130**[19](index=19&type=chunk) - Media inquiries can be directed to Melissa Rue at mkr@nstpr.com or **619-296-0605 Ext. 247**[19](index=19&type=chunk)

Core Viewpoint - The article highlights the importance of value investing and identifies Guild (GHLD) and Synchrony Financial (SYF) as strong value stock picks based on their financial metrics and Zacks Rank ratings [4][8]. Group 1: Guild (GHLD) - GHLD has a Zacks Rank of 1 (Strong Buy) and an A for Value, indicating strong potential for value investors [4]. - The stock's P/E ratio is 7.97, significantly lower than the industry average of 18.71, suggesting it may be undervalued [4]. - GHLD's PEG ratio is 0.75, compared to the industry's average of 1.07, indicating favorable growth expectations relative to its price [5]. - The P/S ratio for GHLD is 0.89, while the industry average is 1.81, further supporting the notion of undervaluation [6]. - GHLD's P/CF ratio stands at 10.63, compared to the industry's average of 21.04, reflecting a strong cash flow outlook [7]. Group 2: Synchrony Financial (SYF) - SYF is rated 2 (Buy) with a Value Score of A, making it another attractive option for value investors [8]. - The Forward P/E ratio for SYF is 7.28, significantly lower than the industry average of 18.71, indicating potential undervaluation [8]. - SYF's PEG ratio is 0.58, which is also lower than the industry average of 1.07, suggesting strong growth prospects relative to its price [8]. - The P/B ratio for SYF is 1.47, compared to the industry's price-to-book ratio of 3.49, indicating a favorable valuation [9].

Core Viewpoint - The article highlights the importance of value investing and presents Guild (GHLD) and Orix Corp Ads (IX) as strong value stock picks based on various financial metrics. Group 1: Guild (GHLD) - GHLD has a Zacks Rank of 2 (Buy) and an A for Value, with a Forward P/E ratio of 7.92, significantly lower than the industry average of 17.37 [4] - The PEG ratio for GHLD is 0.74, compared to the industry's average PEG of 1.03, indicating potential undervaluation [5] - GHLD's P/S ratio stands at 0.82, while the industry average is 1.72, suggesting a more favorable valuation based on sales [6] - The P/CF ratio for GHLD is 6.25, compared to the industry's average of 15.27, further supporting the notion of undervaluation [7] Group 2: Orix Corp Ads (IX) - IX is rated 1 (Strong Buy) with a Value score of A, currently trading at a forward earnings multiple of 7.74 [8] - The PEG ratio for IX is 0.78, which is lower than the industry's average of 1.03, indicating strong value potential [8] - IX has a P/B ratio of 0.83, significantly lower than the industry's price-to-book ratio of 3.32, reinforcing its undervalued status [9] - Over the past year, IX's P/E has fluctuated between 7.34 and 11.39, with a median of 9.32, indicating stable valuation metrics [9] Group 3: Overall Value Assessment - Both GHLD and IX exhibit strong value characteristics based on their financial metrics, suggesting they are likely undervalued at present [10]

[Cautionary Statement Regarding Forward-Looking Statements](index=3&type=section&id=CAUTIONARY%20STATEMENT%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) This section highlights that the report contains forward-looking statements based on current expectations, estimates, and projections, which are inherently uncertain and subject to risks. Actual results may differ materially from those expressed or implied - The report contains forward-looking statements that reflect current views on future events and financial performance, identified by words like 'may,' 'should,' 'expect,' and 'anticipate'[6](index=6&type=chunk) - These statements are not historical facts and are based on current expectations, estimates, and projections about the industry, management's beliefs, and assumptions, many of which are inherently uncertain and beyond the Company's control[6](index=6&type=chunk) - Actual results, events, or circumstances could differ materially from those expressed or implied by the forward-looking statements due to various risks, assumptions, and uncertainties[6](index=6&type=chunk) [Important Factors Affecting Results](index=3&type=section&id=Important%20Factors%20Affecting%20Results) The Company identifies numerous factors that could cause actual results to differ materially from forward-looking statements, including disruptions in the secondary home loan market, macroeconomic conditions, interest rate changes, reliance on government-sponsored entities, and operational risks like cybersecurity breaches and regulatory compliance - Key risks include disruptions in the secondary home loan market or ability to sell loans, and adverse effects from macroeconomic and U.S. residential real estate market conditions[7](index=7&type=chunk) - Dependence on U.S. government-sponsored entities and agencies, changes in prevailing interest rates or U.S. monetary policies, and the termination or reduction of warehouse lines of credit are significant financial risks[7](index=7&type=chunk) - Operational risks encompass maintaining technology infrastructure, competition, referral relationships, servicing advances, fair value asset inaccuracies, adapting to technological changes, client adverse events, geographic concentration, cybersecurity breaches, and the need for additional capital[7](index=7&type=chunk)[8](index=8&type=chunk) [Part I—Financial Information](index=6&type=section&id=Part%20I%E2%80%94FINANCIAL%20INFORMATION) [Item 1. Financial Statements (Unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements for Guild Holdings Company, including the balance sheets, statements of operations, changes in stockholders' equity, and cash flows, along with detailed notes explaining business operations, accounting policies, fair value measurements, and specific financial accounts [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The Condensed Consolidated Balance Sheets show a decrease in total assets and liabilities from December 31, 2024, to March 31, 2025, with a corresponding decrease in total stockholders' equity Condensed Consolidated Balance Sheets | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :----------------------------------- | :----------------------------- | :------------------------------ | | Total assets | $4,549,729 | $4,768,303 | | Total liabilities | $3,349,484 | $3,514,293 | | Total stockholders' equity | $1,200,245 | $1,254,010 | - Mortgage loans held for sale decreased from **$1.52 billion** at December 31, 2024, to **$1.36 billion** at March 31, 2025[13](index=13&type=chunk) - Warehouse lines of credit, net, decreased from **$1.41 billion** at December 31, 2024, to **$1.22 billion** at March 31, 2025[13](index=13&type=chunk) [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three months ended March 31, 2025, Guild Holdings Company reported a net loss of $23.9 million, a significant decline from the net income of $28.4 million in the same period of 2024, primarily due to a negative valuation adjustment of mortgage servicing rights Condensed Consolidated Statements of Operations | Metric | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :------------------------------------------ | :------------------------------------------ | :------------------------------------------ | | Net revenue | $198,486 | $231,782 | | Total expenses | $230,110 | $193,239 | | Net (loss) income attributable to Guild | $(23,897) | $28,498 | | Basic (Loss) earnings per share | $(0.39) | $0.47 | | Diluted (Loss) earnings per share | $(0.39) | $0.46 | - Valuation adjustment of mortgage servicing rights shifted from a gain of **$20.78 million** in Q1 2024 to a loss of **$(69.94) million** in Q1 2025, significantly impacting net revenue[14](index=14&type=chunk) - Loan origination fees and gain on sale of loans, net, increased by **38.2%** from **$134.06 million** in Q1 2024 to **$185.21 million** in Q1 2025[14](index=14&type=chunk) [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders%20Equity) The statements show a decrease in total stockholders' equity from $1,254,010 thousand at December 31, 2024, to $1,200,245 thousand at March 31, 2025, primarily due to a net loss and cash dividends declared Condensed Consolidated Statements of Changes in Stockholders' Equity | Metric | December 31, 2024 (in thousands) | March 31, 2025 (in thousands) | | :-------------------------------- | :----------------------------- | :---------------------------- | | Total Stockholders' Equity | $1,254,010 | $1,200,245 | | Net (loss) income | $(23,897) | $(23,897) | | Cash dividends declared | $(30,952) | $(30,952) | | Repurchase of Class A common stock | $(456) | $(456) | - The Company declared and paid **$30.95 million** in cash dividends during the three months ended March 31, 2025[15](index=15&type=chunk) - Repurchased and retired **35,216 shares** of Class A common stock for **$0.46 million** during the three months ended March 31, 2025[15](index=15&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the three months ended March 31, 2025, the Company generated significant net cash from operating activities, a notable improvement from a net cash outflow in the prior year, while cash used in investing activities decreased and financing activities resulted in a net cash outflow Condensed Consolidated Statements of Cash Flows | Cash Flow Activity | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :------------------------------------------ | :------------------------------------------ | :------------------------------------------ | | Net cash provided by (used in) operating activities | $180,781 | $(261,443) | | Net cash used in investing activities | $(30,904) | $(40,942) | | Net cash (used in) provided by financing activities | $(154,593) | $276,806 | | Decrease in cash, cash equivalents and restricted cash | $(4,716) | $(25,579) | - The shift to net cash provided by operating activities in Q1 2025 was primarily due to higher proceeds on sale of and payments from mortgage loans held for sale (**$5.02 billion**) compared to originations and purchases (**$4.70 billion**)[16](index=16&type=chunk) - Cash used in financing activities in Q1 2025 was largely influenced by repayments on warehouse lines of credit exceeding borrowings, and **$30.95 million** in dividends paid[16](index=16&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed explanations of Guild Holdings Company's business, accounting policies, fair value measurements, and specific financial accounts, offering context and breakdowns for the condensed consolidated financial statements [NOTE 1—Business, Basis of Presentation, and Significant Accounting Policies](index=11&type=section&id=NOTE%201%E2%80%94BUSINESS,%20BASIS%20OF%20PRESENTATION,%20AND%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Guild Holdings Company originates, sells, and services residential mortgage loans across 49 states and D.C., operating in two segments: origination and servicing. The financial statements are prepared under GAAP, reflecting normal recurring adjustments, and include consolidated subsidiaries - Guild Holdings Company operates in two reportable segments: origination and servicing, with approximately **430 branches** licensed in **49 states** and D.C[19](index=19&type=chunk) - The Company is certified with HUD and VA, and is an approved issuer/seller/servicer with Ginnie Mae, Fannie Mae, Freddie Mac, and USDA[20](index=20&type=chunk) - Escrow and fiduciary funds, excluded from the balance sheets, totaled **$976.8 million** at March 31, 2025, up from **$788.6 million** at December 31, 2024[23](index=23&type=chunk) [NOTE 2—Fair Value Measurements](index=12&type=section&id=NOTE%202%E2%80%94FAIR%20VALUE%20MEASUREMENTS) This note details the Company's fair value measurements, categorizing assets and liabilities into a three-level hierarchy based on input observability. Mortgage loans held for sale are Level Two, while reverse mortgage loans, MSRs, IRLCs, notes receivable, HMBS-related borrowings, and contingent liabilities are primarily Level Three due to significant unobservable inputs - Fair value measurements are categorized into Level One (quoted prices in active markets), Level Two (observable inputs other than quoted prices), and Level Three (unobservable inputs reflecting management's assumptions)[26](index=26&type=chunk)[30](index=30&type=chunk) Assets and Liabilities Measured at Fair Value (March 31, 2025) | (in thousands) | Level 1 | Level 2 | Level 3 | Total | | :------------------------------------------ | :------ | :-------- | :-------- | :-------- | | **Assets:** | | | | | | Mortgage loans held for sale | $— | $1,358,920 | $— | $1,358,920 | | Reverse mortgage loans held for investment | $— | $— | $482,151 | $482,151 | | Mortgage servicing rights | $— | $— | $1,312,377 | $1,312,377 | | Derivative assets (IRLCs) | $— | $— | $23,092 | $23,092 | | Notes receivable | $— | $— | $12,077 | $12,077 | | **Liabilities:** | | | | | | HMBS-related borrowings | $— | $— | $461,002 | $461,002 | | Derivative liabilities (Forward delivery commitments) | $— | $10,460 | $— | $10,460 | | Contingent liabilities due to acquisitions | $— | $— | $29,733 | $29,733 | - The fair value of Interest Rate Lock Commitments (IRLCs) increased from **$7.96 million** at December 31, 2024, to **$23.09 million** at March 31, 2025, primarily due to net transfers and revaluation gains[43](index=43&type=chunk) [NOTE 3—Advances, Net](index=17&type=section&id=NOTE%203%E2%80%94ADVANCES,%20NET) Advances, net, decreased from $85.5 million at December 31, 2024, to $65.1 million at March 31, 2025, primarily driven by a reduction in trust advances. The foreclosure loss reserve increased due to a higher provision for foreclosure losses NOTE 3—Advances, Net | (in thousands) | March 31, 2025 | December 31, 2024 | | :-------------------- | :------------- | :---------------- | | Trust advances | $46,576 | $65,048 | | Foreclosure advances | $25,500 | $25,761 | | Foreclosure loss reserve | $(6,931) | $(5,286) | | Total advances, net | $65,145 | $85,523 | Provision for Foreclosure Losses | (in thousands) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Balance — beginning of period | $5,286 | $5,694 | | Provision for foreclosure losses | $2,378 | $392 | | Realized losses, net | $(733) | $(260) | | Balance — end of period | $6,931 | $5,826 | [NOTE 4—Derivative Financial Instruments](index=17&type=section&id=NOTE%204%E2%80%94DERIVATIVE%20FINANCIAL%20INSTRUMENTS) The Company uses derivative instruments, primarily forward commitments, to hedge interest rate risk, with changes in fair value recognized in current period earnings. For the three months ended March 31, 2025, unrealized hedging losses were $5.97 million, a significant shift from gains in the prior year - Unrealized hedging losses were **$5.97 million** for the three months ended March 31, 2025, compared to gains of **$25.07 million** for the same period in 2024[52](index=52&type=chunk) Notional and Fair Value of Derivative Instruments (March 31, 2025) | (in thousands) | Notional Value | Derivative Asset | Derivative Liability | | :------------------------------------------ | :------------- | :--------------- | :------------------- | | IRLCs | $1,861,654 | $23,092 | $— | | Forward delivery commitments and best efforts sales commitments | $2,611,427 | $— | $10,460 | - The weighted average loan funding probability ('pull-through') for IRLCs increased to **89.8%** at March 31, 2025, from **88.7%** at December 31, 2024[54](index=54&type=chunk) [NOTE 5—Mortgage Servicing Rights](index=19&type=section&id=NOTE%205%E2%80%94MORTGAGE%20SERVICING%20RIGHTS) Mortgage Servicing Rights (MSRs) decreased in fair value to $1,312.4 million at March 31, 2025, from $1,343.8 million at the beginning of the period, primarily due to a $55.0 million negative valuation adjustment from changes in model inputs and assumptions. The UPB of mortgage loans serviced for others increased to $94.0 billion MSR Activity (Three Months Ended March 31, 2025 vs. 2024) | (in thousands) | 2025 | 2024 | | :------------------------------------------ | :----- | :----- | | Balance — beginning of period | $1,343,829 | $1,161,357 | | MSRs originated | $38,484 | $34,234 | | Changes in fair value: | | | | Due to collection/realization of cash flows | $(14,916) | $(12,119) | | Due to changes in valuation model inputs or assumptions | $(55,020) | $32,897 | | Balance — end of period | $1,312,377 | $1,216,483 | - The weighted average prepayment rate for MSRs increased to **8.6%** at March 31, 2025, from **8.2%** at December 31, 2024, and **8.0%** at March 31, 2024[56](index=56&type=chunk)[158](index=158&type=chunk) - The UPB of mortgage loans serviced for others increased to **$94.0 billion** at March 31, 2025, from **$92.9 billion** at December 31, 2024[57](index=57&type=chunk) [NOTE 6—Mortgage Loans Held for Sale](index=20&type=section&id=NOTE%206%E2%80%94MORTGAGE%20LOANS%20HELD%20FOR%20SALE) Mortgage loans held for sale (MLHS) decreased to $1,358.9 million at March 31, 2025, from $1,523.4 million at the beginning of the period, reflecting higher proceeds from sales compared to originations and purchases MLHS Activity (Three Months Ended March 31, 2025 vs. 2024) | (in thousands) | 2025 | 2024 | | :------------------------------------------ | :----------- | :----------- | | Balance — beginning of period | $1,523,447 | $901,227 | | Origination and purchase of MLHS | $4,700,821 | $3,605,155 | | Proceeds on sale of and payments from MLHS | $(5,017,499) | $(3,454,907) | | Gain on sale of MLHS excluding fair value of other financial instruments, net | $143,204 | $81,092 | | Valuation adjustment of MLHS | $8,947 | $(6,408) | | Balance — end of period | $1,358,920 | $1,126,159 | - Origination and purchase of MLHS increased to **$4.70 billion** in Q1 2025 from **$3.61 billion** in Q1 2024[61](index=61&type=chunk) - Proceeds on sale of and payments from MLHS increased to **$5.02 billion** in Q1 2025 from **$3.45 billion** in Q1 2024[61](index=61&type=chunk) [NOTE 7—Reverse Mortgage Loans Held for Investment and HMBS-related Borrowings](index=20&type=section&id=NOTE%207%E2%80%94REVERSE%20MORTGAGE%20LOANS%20HELD%20FOR%20INVESTMENT%20AND%20HMBS-RELATED%20BORROWINGS) Reverse mortgage loans held for investment increased to $482.2 million at March 31, 2025, from $451.7 million at the beginning of the period, while HMBS-related borrowings also increased. The Company recognized a gain of $2.9 million from its reverse mortgage portfolio in Q1 2025 Reverse Mortgage Loans Held for Investment and HMBS-related Borrowings (March 31, 2025) | (in thousands) | Reverse Mortgage Loans Held for Investment | HMBS-Related Borrowings | | :------------------------------------------ | :----------------------------------------- | :------------------------ | | Balance — beginning of period | $451,704 | $(425,979) | | Originations and purchases | $30,214 | $— | | Securitization of HECM loans and tails | $— | $(37,651) | | Repayments (principal payments received) | $(9,259) | $9,205 | | Change in fair value recognized in earnings | $9,492 | $(6,577) | | Balance — end of period | $482,151 | $(461,002) | Gains on Reverse Mortgage Loans and HMBS-related Borrowings (Three Months Ended March 31, 2025 vs. 2024) | (in thousands) | 2025 | 2024 | | :------------------------------------------ | :----- | :----- | | Gain on new originations | $1,807 | $1,284 | | Gain on tail securitizations | $501 | $322 | | Net interest income | $24 | $23 | | Change in fair value | $583 | $1,601 | | Fair value gain recognized in earnings | $2,915 | $3,230 | - The weighted average life in years for reverse mortgage loans held for investment was **6.6 years** at March 31, 2025, with a discount rate of **12.0%** and a conditional prepayment rate of **7.9%**[63](index=63&type=chunk) [NOTE 8—Goodwill and Intangible Assets, Net](index=22&type=section&id=NOTE%208%E2%80%94GOODWILL%20AND%20INTANGIBLE%20ASSETS,%20NET) Goodwill remained stable at $198.7 million, while intangible assets, net, decreased to $25.0 million at March 31, 2025, from $27.3 million at December 31, 2024, due to amortization NOTE 8—Goodwill and Intangible Assets, Net | (in thousands) | March 31, 2025 | December 31, 2024 | | :-------------------------------- | :------------- | :---------------- | | Goodwill | $198,724 | $198,724 | | Intangible assets, net | $25,041 | $27,270 | | Goodwill and intangible assets, net | $223,765 | $225,994 | - Amortization expense related to intangible assets was **$2.2 million** for the three months ended March 31, 2025 and 2024[67](index=67&type=chunk) [NOTE 9—Warehouse Lines of Credit, Net](index=22&type=section&id=NOTE%209%E2%80%94WAREHOUSE%20LINES%20OF%20CREDIT,%20NET) Warehouse lines of credit, net, decreased to $1,224.1 million at March 31, 2025, from $1,414.6 million at December 31, 2024. The weighted average interest rate decreased to 5.9% from 6.7%. The Company was in compliance with all debt covenants Warehouse Lines of Credit, Net (March 31, 2025 vs. December 31, 2024) | (in thousands) | March 31, 2025 | December 31, 2024 | | :-------------------------- | :------------- | :---------------- | | Outstanding Balance | $1,226,643 | $1,417,453 | | Debt issuance costs | $(2,516) | $(2,890) | | Warehouse lines of credit, net | $1,224,127 | $1,414,563 | - The weighted average interest rate for warehouse lines of credit decreased from **6.7%** at December 31, 2024, to **5.9%** at March 31, 2025[71](index=71&type=chunk) - The Company was in compliance with all debt covenants for its warehouse lines of credit at March 31, 2025, and December 31, 2024[72](index=72&type=chunk) [NOTE 10—Notes Payable](index=23&type=section&id=NOTE%2010%E2%80%94NOTES%20PAYABLE) Notes payable increased to $340.0 million at March 31, 2025, from $300.0 million at December 31, 2024, across three revolving notes collateralized by MSRs. The weighted average interest rate decreased to 7.5% from 8.3% - Outstanding borrowings on notes payable increased to **$340.0 million** at March 31, 2025, from **$300.0 million** at December 31, 2024[13](index=13&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk)[78](index=78&type=chunk) - The aggregate facility size of notes payable facilities totaled **$750.0 million** at March 31, 2025, with **$195.0 million** of borrowing capacity available[218](index=218&type=chunk) - The weighted average interest rate for notes payable decreased from **8.3%** at December 31, 2024, to **7.5%** at March 31, 2025[224](index=224&type=chunk) [NOTE 11—Stockholders' Equity](index=24&type=section&id=NOTE%2011%E2%80%94STOCKHOLDERS%20EQUITY) The Company declared $31.0 million in cash dividends and repurchased 35,216 shares of Class A common stock for $0.5 million during the three months ended March 31, 2025. The share repurchase program was extended to May 5, 2026, with $9.5 million remaining available - The Company declared and paid **$31.0 million** in dividends during the three months ended March 31, 2025[79](index=79&type=chunk) - **35,216 shares** of Class A common stock were repurchased and retired for **$0.5 million** at an average price of **$12.94 per share** during Q1 2025[81](index=81&type=chunk) - The share repurchase program was extended to May 5, 2026, with **$9.5 million** remaining available for repurchase as of March 31, 2025[81](index=81&type=chunk) [NOTE 12—Earnings (Loss) Per Share](index=24&type=section&id=NOTE%2012%E2%80%94EARNINGS%20(LOSS)%20PER%20SHARE) Basic and diluted loss per share for Q1 2025 was $(0.39), a decrease from earnings per share of $0.47 (basic) and $0.46 (diluted) in Q1 2024, reflecting the net loss attributable to Guild NOTE 12—Earnings (Loss) Per Share | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net (loss) income attributable to Guild | $(23,897) | $28,498 | | Weighted average shares outstanding—Basic | 61,909 | 61,109 | | Weighted average shares outstanding—Diluted | 61,909 | 62,157 | | (Loss) earnings per share—Basic | $(0.39) | $0.47 | | (Loss) earnings per share—Diluted | $(0.39) | $0.46 | - Approximately **0.5 million** potential shares of Class A common stock related to unvested RSUs were excluded from diluted loss per share calculation in Q1 2025 due to being anti-dilutive[84](index=84&type=chunk) [NOTE 13—Stock-Based Compensation](index=25&type=section&id=NOTE%2013%E2%80%94STOCK-BASED%20COMPENSATION) Stock-based compensation expense was $1.6 million for the three months ended March 31, 2025, a decrease from $2.1 million in the prior year. Unrecognized compensation costs totaled $6.8 million, expected to be recognized over 1.3 years - Compensation costs recognized for restricted stock grants were approximately **$1.6 million** for Q1 2025, down from **$2.1 million** for Q1 2024[85](index=85&type=chunk) - As of March 31, 2025, there was approximately **$6.8 million** of unrecognized compensation costs related to unvested RSUs, with a weighted average recognition period of **1.3 years**[85](index=85&type=chunk) [NOTE 14—Commitments and Contingencies](index=25&type=section&id=NOTE%2014%E2%80%94COMMITMENTS%20AND%20CONTINGENCIES) The Company's investor reserves for loan repurchases increased to $21.9 million at March 31, 2025. Total commitments to originate forward mortgage loans, adjusted for pull-through, were $1.7 billion, and derivative commitments were $2.6 billion NOTE 14—Commitments and Contingencies | (in thousands) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Balance — beginning of period | $23,362 | $19,973 | | Provision for investor reserves | $5,095 | $520 | | Realized losses, net | $(6,508) | $(2,215) | | Balance — end of period | $21,949 | $18,278 | - Total commitments to originate forward mortgage loans, adjusted for pull-through, were approximately **$1.7 billion** at March 31, 2025, up from **$1.0 billion** at December 31, 2024[236](index=236&type=chunk) - Total commitments related to derivative instruments (forward loan sales, mandatory delivery, options, futures) were approximately **$2.6 billion** at March 31, 2025, compared to **$2.1 billion** at December 31, 2024[88](index=88&type=chunk) [NOTE 15—Regulatory Capital and Liquidity Requirements](index=25&type=section&id=NOTE%2015%E2%80%94REGULATORY%20CAPITAL%20AND%20LIQUIDITY%20REQUIREMENTS) Guild Holdings Company is subject to minimum net worth and capital requirements from secondary market investors and state regulators. As of March 31, 2025, the Company was in compliance with the most restrictive requirement of maintaining a minimum adjusted net worth of $282.8 million - The Company must maintain a minimum adjusted net worth of **$282.8 million** as of March 31, 2025, and was in compliance with this requirement[93](index=93&type=chunk) - Failure to meet these requirements could lead to sanctions, suspension, or termination of selling and servicing agreements, impacting the Company's ability to originate, securitize, or service mortgage loans[91](index=91&type=chunk) [NOTE 16—Segments](index=26&type=section&id=NOTE%2016%E2%80%94SEGMENTS) Guild Holdings Company operates in two reportable segments: Origination and Servicing. The Origination segment focuses on loan origination, acquisition, and sale, while the Servicing segment manages the servicing portfolio, providing cash flow and driving client retention. Net income is the primary measure for assessing segment performance - The Company has two reportable segments: Origination and Servicing, which are considered intricately related and interdependent[94](index=94&type=chunk)[191](index=191&type=chunk) - The Origination segment is responsible for loan origination, acquisition, and sale activities, while the Servicing segment handles loan servicing, including collections, impound accounts, and loss mitigation[95](index=95&type=chunk)[96](index=96&type=chunk) - The Chief Operating Decision Maker (CODM) uses net income for both segments to assess performance and allocate resources; assets and certain corporate expenses are not allocated to segments[97](index=97&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Guild Holdings Company's financial condition and operating results, highlighting key financial information, market trends, performance indicators, and a detailed analysis of revenue, expenses, segment performance, and liquidity for the periods presented [Executive Summary](index=29&type=section&id=Executive%20Summary) Guild Holdings Company reported a net loss of $23.9 million for Q1 2025, a decrease from net income in prior periods, despite an increase in mortgage loan originations to $5.2 billion. The servicing portfolio grew to $94.0 billion UPB, and adjusted net income was $21.6 million - Guild originated **$5.2 billion** of mortgage loans in Q1 2025, an increase from **$3.9 billion** in Q1 2024, but a decrease from **$6.7 billion** in Q4 2024[105](index=105&type=chunk) - Purchase originations accounted for **87.6%** of total originations in Q1 2025, higher than the MBA's forecast of **70.8%** for the industry[105](index=105&type=chunk) Key Financial Highlights (Three Months Ended) | Metric | March 31, 2025 | December 31, 2024 | March 31, 2024 | | :-------------------------------- | :------------- | :---------------- | :------------- | | Net (loss) income (in millions) | $(23.9) | $97.9 | $28.5 | | Diluted (loss) earnings per share | $(0.39) | $1.57 | $0.46 | | Adjusted net income (in millions) | $21.6 | $19.7 | $8.0 | | Adjusted diluted earnings per share | $0.35 | $0.32 | $0.13 | | Adjusted EBITDA (in millions) | $36.4 | $30.9 | $16.0 | | Servicing portfolio UPB (in billions) | $94.0 | $93.0 | $86.3 | [Market and Economic Overview](index=29&type=section&id=Market%20and%20Economic%20Overview) The FOMC's rate cuts in late 2024 led to elevated market expectations and high 10-year Treasury yields. The MBA forecasts a 16.7% increase in total origination volume for 2025, with Guild outpacing the market in Q1 2025. MSR values could decrease if rates decline, and market challenges have led to lower gain on sale margins - The Federal Open Market Committee (FOMC) initiated multiple rate cuts starting September 2024, with the target range at **4.25% to 4.5%** by December 2024[105](index=105&type=chunk)[106](index=106&type=chunk) - The MBA forecasts a **16.7% increase** in total industry origination volume to **$2.1 trillion** in 2025, with Guild's Q1 2025 originations increasing by **35.1%**, outpacing the market's **1.9%** forecast[108](index=108&type=chunk) - Guild recorded a loss of **$69.9 million** for changes in the fair value of MSRs in Q1 2025, compared to a gain of **$20.8 million** in Q1 2024, reflecting market volatility[107](index=107&type=chunk) [Key Performance Indicators](index=30&type=section&id=Key%20Performance%20Indicators) Guild's origination volume decreased by 22.9% QoQ but increased by 35.1% YoY in Q1 2025, with purchase originations dominating. The servicing portfolio's UPB grew by 1.1% QoQ and 8.9% YoY, while the overall recapture rate decreased QoQ but increased YoY Origination Data (QoQ Comparison) | Metric | March 31, 2025 | December 31, 2024 | % Change | | :------------------------------------------ | :------------- | :---------------- | :--------- | | Total originations (in thousands) | $5,204,565 | $6,746,440 | (22.9)% | | Total originations (units) | 15.3 | 19.6 | (21.9)% | | Gain on sale margin (bps) | 376 | 317 | 18.6% | | Purchase origination % | 87.6% | 82.3% | 6.4% | | Refinance recapture rate | 30.9% | 53.3% | (42.0)% | | Overall recapture rate | 28.7% | 42.3% | (32.2)% | Origination Data (YoY Comparison) | Metric | March 31, 2025 | March 31, 2024 | % Change | | :------------------------------------------ | :------------- | :------------- | :--------- | | Total originations (in thousands) | $5,204,565 | $3,852,539 | 35.1% | | Total originations (units) | 15.3 | 11.9 | 28.6% | | Gain on sale margin (bps) | 376 | 364 | 3.3% | | Purchase origination % | 87.6% | 90.8% | (3.5)% | | Refinance recapture rate | 30.9% | 25.9% | 19.3% | | Overall recapture rate | 28.7% | 25.6% | 12.1% | Servicing Data (QoQ & YoY Comparison) | Metric | March 31, 2025 | December 31, 2024 | March 31, 2024 | % Change (QoQ) | % Change (YoY) | | :------------------------------------------ | :------------- | :---------------- | :------------- | :------------- | :------------- | | UPB of servicing portfolio (period end, in thousands) | $94,005,693 | $92,998,862 | $86,319,074 | 1.1% | 8.9% | | Loans serviced (period end, in thousands) | 373 | 370 | 349 | 0.8% | 6.9% | | Weighted average prepayment speed | 8.6% | 8.2% | 8.0% | 4.9% | 7.5% | | Loan delinquency rate 60-plus days (period end) | 1.8% | 2.0% | 1.6% | (10.0)% | 12.5% | [Non-GAAP Financial Measures](index=33&type=section&id=Non-GAAP%20Financial%20Measures) This section defines and reconciles non-GAAP financial measures such as adjusted net income, adjusted earnings per share, adjusted EBITDA, adjusted return on average equity, and tangible net book value per share. These metrics exclude non-cash and non-core operational items to provide a clearer view of the Company's underlying performance - Adjusted net income excludes changes in MSR fair value due to model inputs, changes in contingent liabilities and notes receivable, amortization of acquired intangibles, and stock-based compensation, adjusted for tax impact[125](index=125&type=chunk) Adjusted Net Income and EPS (Three Months Ended) | Metric | March 31, 2025 | December 31, 2024 | March 31, 2024 | | :------------------------------------------ | :------------- | :---------------- | :------------- | | Net (loss) income attributable to Guild (in thousands) | $(23,897) | $97,942 | $28,498 | | Adjusted net income (in thousands) | $21,620 | $19,734 | $8,042 | | (Loss) earnings per share—Diluted | $(0.39) | $1.57 | $0.46 | | Adjusted earnings per share—Diluted | $0.35 | $0.32 | $0.13 | Adjusted EBITDA (Three Months Ended) | Metric | March 31, 2025 | December 31, 2024 | March 31, 2024 | | :------------------------------------------ | :------------- | :---------------- | :------------- | | Net (loss) income (in thousands) | $(23,959) | $97,892 | $28,400 | | Adjusted EBITDA (in thousands) | $36,395 | $30,863 | $15,952 | Tangible Net Book Value Per Share | Metric | March 31, 2025 | December 31, 2024 | | :------------------------------------------ | :------------- | :---------------- | | Book value per share | $19.39 | $20.24 | | Tangible net book value per share | $15.77 | $16.59 | [Results of Operations](index=37&type=section&id=Results%20of%20Operations) Guild Holdings Company experienced a significant net loss in Q1 2025 compared to net income in prior periods, driven by a negative valuation adjustment of mortgage servicing rights. While loan origination fees and gain on sale increased YoY, overall net revenue declined due to MSR valuation and lower interest income QoQ. Expenses increased YoY, particularly salaries and foreclosure losses Consolidated Statements of Operations (QoQ Comparison) | ($ in thousands) | March 31, 2025 | December 31, 2024 | $ Change | % Change | | :------------------------------------------ | :------------- | :---------------- | :------- | :------- | | Net revenue | $198,486 | $372,987 | $(174,501) | (46.8)% | | Total expenses | $230,110 | $244,167 | $(14,057) | (5.8)% | | Net (loss) income attributable to Guild | $(23,897) | $97,942 | $(121,839) | (124.4)% | Consolidated Statements of Operations (YoY Comparison) | ($ in thousands) | March 31, 2025 | March 31, 2024 | $ Change | % Change | | :------------------------------------------ | :------------- | :------------- | :------- | :------- | | Net revenue | $198,486 | $231,782 | $(33,296) | (14.4)% | | Total expenses | $230,110 | $193,239 | $36,871 | 19.1% | | Net (loss) income attributable to Guild | $(23,897) | $28,498 | $(52,395) | (183.9)% | [Revenue](index=38&type=section&id=Revenue) Net revenue decreased significantly QoQ and YoY, primarily due to a large negative valuation adjustment of mortgage servicing rights. Loan origination fees and gain on sale of loans, net, increased YoY but decreased QoQ, while loan servicing and other fees showed modest growth Loan Origination Fees and Gain on Sale of Loans, Net (QoQ Comparison) | ($ in thousands) | March 31, 2025 | December 31, 2024 | $ Change | % Change | | :------------------------------------------ | :------------- | :---------------- | :------- | :------- | | Gain on sale of loans | $122,914 | $133,779 | $(10,865) | (8.1)% | | Fair value of originated MSRs | $38,484 | $62,078 | $(23,594) | (38.0)% | | Changes in fair value of MLHS and IRLCs | $26,795 | $(29,871) | $56,666 | 189.7% | | Changes in fair value of forward commitments | $(21,100) | $17,211 | $(38,311) | (222.6)% | | Total loan origination fees and gain on sale of loans, net | $185,213 | $203,272 | $(18,059) | (8.9)% | Loan Servicing and Other Fees (YoY Comparison) | ($ in thousands) | March 31, 2025 | March 31, 2024 | $ Change | % Change | | :------------------------------------------ | :------------- | :------------- | :------- | :------- | | Servicing fee income | $71,300 | $64,034 | $7,266 | 11.3% | | Late fees | $2,548 | $2,056 | $492 | 23.9% | | Total loan servicing and other fees | $72,751 | $65,788 | $6,963 | 10.6% | - The valuation adjustment of mortgage servicing rights shifted from a gain of **$20.78 million** in Q1 2024 to a loss of **$(69.94) million** in Q1 2025, a change of **$(90.71) million** or **(436.6)%**[158](index=158&type=chunk) [Expenses](index=42&type=section&id=Expenses) Total expenses decreased QoQ but increased YoY, primarily driven by higher salaries, incentive compensation, and benefits due to increased headcount and origination volume. Provision for foreclosure losses significantly increased YoY due to more loans in foreclosure Salaries, Incentive Compensation and Benefits (YoY Comparison) | ($ in thousands) | March 31, 2025 | March 31, 2024 | $ Change | % Change | | :------------------------------------------ | :------------- | :------------- | :------- | :------- | | Salaries | $86,217 | $73,990 | $12,227 | 16.5% | | Incentive compensation | $58,744 | $42,081 | $16,663 | 39.6% | | Benefits | $28,251 | $23,996 | $4,255 | 17.7% | | Total salaries, incentive compensation and benefits expense | $173,212 | $140,067 | $33,145 | 23.7% | - Provision for foreclosure losses increased from **$0.4 million** in Q1 2024 to **$2.4 million** in Q1 2025, a **506.6% increase**, due to a rise in loans in foreclosure[187](index=187&type=chunk) - General and administrative expenses remained relatively flat YoY, but advertising and promotions increased by **11.0%** YoY to support sales professionals and origination volumes[178](index=178&type=chunk)[179](index=179&type=chunk) [Income Taxes](index=44&type=section&id=Income%20Taxes) Income tax shifted from an expense of $30.9 million in Q4 2024 to a benefit of $7.7 million in Q1 2025, primarily driven by the change from net income to net loss. The effective tax rate for Q1 2025 was 24.2% - Income tax changed from an expense of **$30.9 million** in Q4 2024 to a benefit of **$7.7 million** in Q1 2025[189](index=189&type=chunk) - The effective tax rate for Q1 2025 was **24.2%**, compared to **24.0%** in Q4 2024 and **26.3%** in Q1 2024[189](index=189&type=chunk) [Segment Results](index=45&type=section&id=Segment%20Results) The Origination segment's net loss improved significantly YoY due to increased net revenue from higher origination volume, despite a QoQ decline. The Servicing segment experienced a substantial net loss QoQ and YoY, primarily driven by negative MSR valuation adjustments, although total revenue for servicing increased YoY [Origination](index=45&type=section&id=Origination) The Origination segment's net loss improved by $21.3 million YoY to $(2.9) million in Q1 2025, driven by a 38.2% increase in net revenue from higher origination volume. However, QoQ, net income declined due to decreased originations and volume-related expenses Origination Segment Results (QoQ Comparison) | ($ in thousands) | March 31, 2025 | December 31, 2024 | Change | % Change | | :------------------------------------------ | :------------- | :---------------- | :----- | :------- | | Total originations | $5,204,565 | $6,746,440 | $(1,541,875) | (22.9)% | | Net revenue | $190,601 | $209,705 | $(19,104) | (9.1)% | | Total expenses | $193,457 | $208,863 | $(15,406) | (7.4)% | | Net (loss) income allocated to origination | $(2,856) | $842 | $(3,698) | (439.2)% | Origination Segment Results (YoY Comparison) | ($ in thousands) | March 31, 2025 | March 31, 2024 | Change | % Change | | :------------------------------------------ | :------------- | :------------- | :----- | :------- | | Total originations | $5,204,565 | $3,852,539 | $1,352,026 | 35.1% | | Net revenue | $190,601 | $137,922 | $52,679 | 38.2% | | Total expenses | $193,457 | $162,079 | $31,378 | 19.4% | | Net loss allocated to origination | $(2,856) | $(24,157) | $21,301 | 88.2% | - Gain on sale margins for the Origination segment increased to **376 basis points** in Q1 2025 from **317 basis points** in Q4 2024 and **364 basis points** in Q1 2024, reflecting interest rate and market volatility[198](index=198&type=chunk)[201](index=201&type=chunk) [Servicing](index=47&type=section&id=Servicing) The Servicing segment reported a net loss of $(4.6) million in Q1 2025, a significant decrease from net income in prior periods, primarily due to a $(154.3) million QoQ and $(90.7) million YoY decrease in MSR valuation adjustments. Despite this, total revenue for the segment increased YoY, aligning with growth in the average UPB of the servicing portfolio Servicing Segment Results (QoQ Comparison) | ($ in thousands) | March 31, 2025 | December 31, 2024 | Change | % Change | | :------------------------------------------ | :------------- | :---------------- | :----- | :------- | | Average UPB of servicing portfolio | $93,502,278 | $92,242,013 | $1,260,265 | 1.4% | | Net revenue | $12,980 | $168,091 | $(155,111) | (92.3)% | | Total expenses | $17,545 | $15,729 | $1,816 | 11.5% | | Net (loss) income allocated to servicing | $(4,565) | $152,362 | $(156,927) | (103.0)% | Servicing Segment Results (YoY Comparison) | ($ in thousands) | March 31, 2025 | March 31, 2024 | Change | % Change | | :------------------------------------------ | :------------- | :------------- | :----- | :------- | | Average UPB of servicing portfolio | $93,502,278 | $85,676,487 | $7,825,791 | 9.1% | | Net revenue | $12,980 | $97,440 | $(84,460) | (86.7)% | | Total expenses | $17,545 | $13,506 | $4,039 | 29.9% | | Net (loss) income allocated to servicing | $(4,565) | $83,934 | $(88,499) | (105.4)% | - The provision for foreclosure losses in the Servicing segment increased by **$1.3 million** QoQ and **$2.0 million** YoY, reflecting an increase in expected losses[208](index=208&type=chunk)[209](index=209&type=chunk) [Liquidity, Capital Resources and Cash Flows](index=48&type=section&id=Liquidity,%20Capital%20Resources%20and%20Cash%20Flows) Guild Holdings Company's liquidity is primarily supported by cash flows from operations, warehouse lines of credit, and notes payable. The Company generated net cash from operating activities in Q1 2025, a reversal from the prior year, while financing activities resulted in a net cash outflow due to dividend payments and warehouse line repayments - Primary sources of liquidity include cash flows from operations (loan sales, origination fees, servicing income, interest income on MLHS), borrowings on warehouse lines of credit, and notes payable[212](index=212&type=chunk) - Primary uses of funds include origination of MLHS, payment of interest and operating expenses, servicing advances, repayments on warehouse lines and notes payable, acquisitions, share repurchases, and dividends[212](index=212&type=chunk)[221](index=221&type=chunk) Cash Flow Summary (Three Months Ended March 31) | ($ in thousands) | 2025 | 2024 | | :------------------------------------------ | :----- | :----- | | Net cash provided by (used in) operating activities | $180,781 | $(261,443) | | Net cash used in investing activities | $(30,904) | $(40,942) | | Net cash (used in) provided by financing activities | $(154,593) | $276,806 | | Decrease in cash, cash equivalents and restricted cash | $(4,716) | $(25,579) | [Debt Obligations](index=49&type=section&id=Debt%20Obligations) Guild utilizes $2.8 billion in warehouse lines of credit and $750.0 million in notes payable to fund loan originations and operations. As of March 31, 2025, outstanding balances were $1.2 billion for warehouse lines and $340.0 million for notes payable, with the Company in compliance with all debt covenants - As of March 31, 2025, total facility size under loan funding facilities was approximately **$2.8 billion**, with combined outstanding balances of approximately **$1.2 billion**[217](index=217&type=chunk) - The aggregate facility size of notes payable facilities totaled **$750.0 million**, with combined outstanding balances of **$340.0 million** and **$195.0 million** of available borrowing capacity[218](index=218&type=chunk) - The Company was in compliance with all operating and financial covenants for its loan funding facilities and notes payable as of March 31, 2025[223](index=223&type=chunk) [Secondary Market Investors](index=50&type=section&id=Secondary%20Market%20Investors) Secondary market investors impose operating and financial covenants on Guild, including minimum net worth, liquidity, and total liquid assets. The Company was in compliance with all these covenants as of March 31, 2025, and December 31, 2024 - Investors require maintenance of minimum net worth, liquidity, total liquid assets, adjusted net worth to total assets ratio, and fidelity bond/E&O coverage[226](index=226&type=chunk) - Breach of these covenants could lead to default and impact the ability to sell mortgage loans in the secondary market[226](index=226&type=chunk) - The Company was in compliance with all investor covenants as of March 31, 2025, and December 31, 2024[226](index=226&type=chunk) [Cash Flows](index=51&type=section&id=Cash%20Flows) Operating activities provided $180.8 million in cash in Q1 2025, a significant improvement from a cash outflow in Q1 2024, driven by higher loan sales than originations. Investing activities used less cash due to no acquisitions in Q1 2025, while financing activities used cash primarily for dividend payments and warehouse line repayments - Net cash provided by operating activities was **$180.8 million** in Q1 2025, compared to net cash used of **$(261.4) million** in Q1 2024, primarily due to a decline in loans held for sale[228](index=228&type=chunk)[229](index=229&type=chunk) - Net cash used in investing activities decreased to **$(30.9) million** in Q1 2025 from **$(40.9) million** in Q1 2024, mainly because there were no business acquisitions in the current quarter[228](index=228&type=chunk)[230](index=230&type=chunk) - Net cash used in financing activities was **$(154.6) million** in Q1 2025, a shift from **$276.8 million** provided in Q1 2024, largely due to **$31.0 million** in dividend payments and higher repayments on warehouse lines of credit[228](index=228&type=chunk)[233](index=233&type=chunk) [Share Repurchase Program](index=52&type=section&id=Share%20Repurchase%20Program) The Board of Directors extended the share repurchase program to May 5, 2026, with $9.5 million remaining available. In Q1 2025, the Company repurchased 35,216 shares of Class A common stock for $0.5 million at an average price of $12.94 per share - The share repurchase program was extended to May 5, 2026, with **$9.5 million** remaining available for repurchase as of March 31, 2025[235](index=235&type=chunk) - During Q1 2025, **35,216 shares** of Class A common stock were repurchased and retired for **$0.5 million** at an average price of **$12.94 per share**[235](index=235&type=chunk) [Interest Rate Lock Commitments](index=52&type=section&id=Interest%20Rate%20Lock%20Commitments) Total commitments to originate forward mortgage loans, adjusted for pull-through, increased to approximately $1.7 billion at March 31, 2025, from $1.0 billion at December 31, 2024. These commitments expose the Company to market risk if interest rates change - Total commitments to originate forward mortgage loans, adjusted for pull-through, were approximately **$1.7 billion** at March 31, 2025, compared to **$1.0 billion** at December 31, 2024[236](index=236&type=chunk) - IRLCs expose the Company to market risk from interest rate changes and credit loss if originated loans are not sold and customers default[236](index=236&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=52&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Guild Holdings Company is not required to provide specific quantitative and qualitative disclosures about market risk - The Company is exempt from providing quantitative and qualitative disclosures about market risk as it qualifies as a smaller reporting company[237](index=237&type=chunk) [Item 4. Controls and Procedures](index=52&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that Guild Holdings Company's disclosure controls and procedures were effective as of March 31, 2025. No material changes in internal control over financial reporting were identified during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of March 31, 2025[238](index=238&type=chunk) - No changes in internal control over financial reporting were identified during Q1 2025 that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[239](index=239&type=chunk) - Management believes that disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance, but not absolute assurance, of achieving their objectives[240](index=240&type=chunk) [Part II—Other Information](index=53&type=section&id=Part%20II%E2%80%94OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=53&type=section&id=Item%201.%20Legal%20Proceedings) Guild Holdings Company is involved in various lawsuits and regulatory proceedings in the ordinary course of business but does not expect any current matters to have a material adverse effect on its financial position or results of operations - The Company is routinely subject to various examinations and legal/regulatory proceedings in the normal course of business[242](index=242&type=chunk) - Management does not expect current legal or regulatory matters to have a material adverse effect on the Company's consolidated financial position or results of operations[242](index=242&type=chunk) [Item 1A. Risk Factors](index=53&type=section&id=Item%201A.%20Risk%20Factors) This section updates risk factors, emphasizing potential disruptions from significant changes in federal government size, structure, powers, and operations, as well as adverse impacts from macroeconomic policy shifts, such as trade restrictions, tariffs, and inflation, which could affect mortgage origination volumes and housing affordability - Significant changes in federal government priorities, operations, and regulatory frameworks, including at agencies like FHA, HUD, VA, and CFPB, could disrupt the regulatory environment and adversely impact business[244](index=244&type=chunk) - Discussions regarding the privatization of Fannie Mae and Freddie Mac pose a risk, as the majority of Guild's loan products are sold to these GSEs, and changes could materially and adversely affect the business[245](index=245&type=chunk) - Rapid shifts in macroeconomic policies, such as trade restrictions, tariffs, and increased inflation, could lead to higher mortgage rates, reduced refinancing, and decreased housing supply, negatively impacting mortgage origination volumes and overall business results[246](index=246&type=chunk)[247](index=247&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=54&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q1 2025, Guild Holdings Company repurchased 35,216 shares of its Class A common stock for $0.5 million under its extended share repurchase program, with $9.5 million remaining available Class A Common Stock Repurchases (Three Months Ended March 31, 2025) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Approximate Dollar Value of Shares that May Yet be Purchased (in thousands) | | :-------------------------------- | :----------------------------- | :--------------------------- | :-------------------------------------------------------------------- | | January 1, 2025 to January 31, 2025 | 12,829 | $12.79 | $9,790 | | February 1, 2025 to February 28, 2025 | 9,336 | $12.55 | $9,673 | | March 1, 2025 to March 31, 2025 | 13,051 | $13.36 | $9,498 | | Total | 35,216 | $12.94 | | - The share repurchase program was extended to May 5, 2026, with **$9.5 million** remaining available for repurchase as of March 31, 2025[251](index=251&type=chunk) [Item 3. Defaults Upon Senior Securities](index=54&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities reported by Guild Holdings Company - No defaults upon senior securities were reported[252](index=252&type=chunk) [Item 4. Mine Safety Disclosures](index=54&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Guild Holdings Company - Mine Safety Disclosures are not applicable to the Company[253](index=253&type=chunk) [Item 5. Other Information](index=54&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the fiscal quarter ended March 31, 2025 - No directors or officers informed the Company of the adoption or termination of Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q1 2025[254](index=254&type=chunk) [Item 6. Exhibits](index=55&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Quarterly Report on Form 10-Q, including organizational documents, incentive plans, compensation agreements, and certifications - The exhibit index includes the Amended and Restated Certificate of Incorporation and Bylaws, Registration Rights Agreement, and the 2020 Omnibus Incentive Plan[256](index=256&type=chunk) - Executive compensation agreements and various forms of Restricted Stock Unit Agreements are also listed as exhibits[256](index=256&type=chunk) - Certifications from the Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-14(a) and 18 U.S.C. Section 1350, are filed herewith[256](index=256&type=chunk)[257](index=257&type=chunk) [Signatures](index=57&type=section&id=SIGNATURES) [Signatures](index=57&type=section&id=Signatures) The report is duly signed on behalf of Guild Holdings Company by Terry L. Schmidt, Chief Executive Officer, and Desiree A. Kramer, Chief Financial Officer, on May 8, 2025 - The report was signed by Terry L. Schmidt, Chief Executive Officer, and Desiree A. Kramer, Chief Financial Officer, on May 8, 2025[259](index=259&type=chunk)

Core Viewpoint - Guild Holdings Company (GHLD) reported quarterly earnings of $0.35 per share, significantly exceeding the Zacks Consensus Estimate of $0.17 per share, marking an earnings surprise of 105.88% [1][2] Financial Performance - The company posted revenues of $198.49 million for the quarter ended March 2025, which fell short of the Zacks Consensus Estimate by 7.08% and decreased from $231.78 million year-over-year [2] - Over the last four quarters, Guild has surpassed consensus EPS estimates two times and topped consensus revenue estimates twice [2] Stock Performance - Guild shares have declined approximately 12.1% since the beginning of the year, compared to a decline of 4.7% for the S&P 500 [3] - The stock currently holds a Zacks Rank 2 (Buy), indicating expectations of outperforming the market in the near future [6] Future Outlook - The current consensus EPS estimate for the upcoming quarter is $0.44 on revenues of $303.32 million, and for the current fiscal year, it is $1.60 on revenues of $1.2 billion [7] - The estimate revisions trend for Guild is currently favorable, which may influence future stock movements [6][5] Industry Context - The Financial - Miscellaneous Services industry, to which Guild belongs, is ranked in the bottom 43% of over 250 Zacks industries, suggesting potential challenges ahead [8] - The performance of Guild's stock may be affected by the overall outlook for the industry [8]