~~Guild Mortgage Company, a California corporation, incorporated in 1960, was our operating company prior to our initial public offering (the “IPO”) and became a wholly-owned subsidiary~~

Our business model benefits from the complementary relationship between our origination and servicing segments which, together, have propelled our performance through interest rate and market cycles.

We believe that maintaining both an origination segment and a servicing segment provides us with a more balanced business model in both rising and declining interest rate environments, compared to industry participants that predominantly focus on either origination or servicing, instead of both. Typically in an interest rising market environment originations tend to shift to purchase originations rather than refinances. Due to our physical presence and footprint throughout the country we believe that we are in an advantageous position when the market is more purchase focused as compared to our competitors that are more refinance focused and have to significantly change their business model during purchase cycles.

Our servicing segment is based out of our servicing center in San Diego, California, and we are a licensed mortgage servicer in 4849 states and the District of Columbia. Our primary source of revenue for our servicing operations is based upon a stated fee per loan that varies by investor. This fee is earned on a monthly basis as the borrower makes each payment.

~~involved in our local communities not only drives employee engagement, it also develops our referral network and enhances business relationships.~~

The wellbeing and safety of our employees has always been a priority. In response to the COVID-19 pandemic, starting in March 2020, we moved to a remote working environment for the majority of our employees and, for those who are coming into our offices, we have instituted additional health and safety precautions, such as restricting visitors, providing masks and mandating more frequent sanitizing of our offices.

We are subject to a number of federal consumer protection laws, including:

•

the Real Estate Settlement Procedures Act (the “RESPA”) and Regulation X thereunder, which, among other things, (i) require certain disclosures to borrowers regarding the costs of mortgage loans, the administration of tax and insurance escrows, the transferring of servicing of mortgage loans, the response to consumer complaints, and payments between lenders and vendors of certain settlement services; and (ii) prohibit giving or accepting anything of value for the referral of real estate settlement services;

•

the Truth in Lending Act (the “TILA”) and Regulation Z thereunder, which, among other things, (i) require certain disclosures to borrowers about their mortgage loans, right to rescind some transactions, notices of transfer of ownership of mortgage loans, servicing rules involving payment processing, and adjustable rate mortgage change notices and periodic statements; (ii) require a reasonable and good faith determination by the lender that the borrower has the ability to repay the loan; (iii) require home ownership counseling for certain mortgage applicants and (iv) impose restrictions on loan originator compensation;

•

the Equal Credit Opportunity Act (“ECOA”) and Regulation B thereunder, which prohibit discrimination on the basis of age, race, color, sex, religion, marital status, national origin, receipt of public assistance or the exercise of any right under the Consumer Credit Protection Act in the extension of credit and require certain disclosures to credit applicants;

•

~~the Fair Housing Act, which prohibits discrimination in housing on the basis of race, color, sex, national origin, religion, familial status or disability;~~

•

~~Regulation N (the Mortgage Acts and Practices Advertising Rule), which prohibits deceptive claims in mortgage advertising and other commercial communications;~~

•

~~certain provisions of the Dodd-Frank Act, including the Consumer Financial Protection Act, which, among other things, prohibit unfair, deceptive or abusive acts or practices;~~

•

~~the Federal Trade Commission Act, the FTC Credit Practices Rules and the FTC Telemarketing Sales Rule, which forbids unfair or deceptive acts or practices and certain related practices;~~

•

~~the Telephone Consumer Protection Act (“TCPA”) and related laws that regulate communications via telephone, text, automatic telephone dialing systems, and artificial and prerecorded voices;~~

•

~~the Controlling the Assault of Non-Solicited Pornography and Marketing Act, which establishes requirements for those who send unsolicited commercial email;~~

•

the Fair Credit Reporting Act, as amended by the Fair and Accurate Credit Transactions Act, and Regulation V, which, among other things, regulate the use and reporting of information related to the credit history of borrowers;

•the Real Estate Settlement Procedures Act (the “RESPA”) and Regulation X thereunder, which, among other things, (i) require certain disclosures to borrowers regarding the costs of mortgage loans, the administration of tax and insurance escrows, the transferring of servicing of mortgage loans, the response to consumer complaints, and payments between lenders and vendors of certain settlement services; and (ii) prohibit giving and accepting a fee, kickback, or anything of value in exchange for the referral of real estate settlement services;

~~the Home Mortgage Disclosure Act, and Regulation C thereunder, which require financial institutions to collect and report certain loan application, origination and purchase data;~~

•the Truth in Lending Act (the “TILA”) and Regulation Z thereunder, which, in conjunction with the RESPA under the TILA-RESPA Integrated Disclosure Rule, among other things, (i) require certain disclosures to borrowers about their mortgage loan, right to rescind some transactions, notices of transfer of ownership of mortgage loans, servicing rules involving payment processing, and adjustable rate mortgage change notices and periodic statements; (ii) require a reasonable and good faith determination by the lender that the borrower has the ability to repay the loan; (iii) require homeownership counseling for certain mortgage applicants; (iv) require special disclosures and treatment for certain high-cost home loans; and (v) impose restrictions on loan originator compensation;

the Gramm-Leach-Bliley Act and Regulation P thereunder, which, among other things, require the maintenance of privacy with respect to certain consumer data and periodic communications with consumers on privacy matters;

•the Equal Credit Opportunity Act (“ECOA”) and Regulation B thereunder, which prohibit discrimination on the basis of age, race, color, sex, religion, marital status, national origin, receipt of public assistance or the exercise of any right under the Consumer Credit Protection Act in the extension of credit and require certain disclosures to credit applicants;

the Homeowners Protection Act, which requires the cancellation of private mortgage insurance once certain equity levels are reached, sets disclosure and notification requirements, and requires the return of unearned premiums;

•the Fair Housing Act (“Housing Act”), which prohibits discrimination in housing on the basis of race, color, sex, national origin, religion, familial status or disability;

the Secure and Fair Enforcement for Mortgage Licensing Act (“SAFE Act”), which requires all states to enact laws requiring each individual who originates residential mortgage loans to be licensed or registered as a mortgage loan originator;

•Regulation N (the Mortgage Acts and Practices Advertising Rule), which prohibits deceptive claims in mortgage advertising and other commercial communications;

federal anti-money laundering laws, including the Bank Secrecy Act and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, and the implementing regulations and sanctions programs of the United States Department of the Treasury;

•certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”), including the Consumer Financial Protection Act, which, among other things, prohibit unfair, deceptive or abusive acts or practices;

~~the Electronic Fund Transfer Act of 1978 and Regulation E, thereunder, which provide certain protections for consumers engaging in electronic fund transfers;~~

•the Federal Trade Commission Act (“FTCA”), the FTC Credit Practices Rules and the FTC Telemarketing Sales Rule, which forbids unfair or deceptive acts or practices and certain related practices;

~~federal financial protection statutes applicable to certain eligible service members, including the Military Lending Act and Servicemembers Civil Relief Act; and~~

•the Telephone Consumer Protection Act (“TCPA”) and related laws that regulate communications via telephone, text, automatic telephone dialing systems, and artificial and prerecorded voices;

~~the Bankruptcy Code and bankruptcy injunctions and stays, which can restrict collection of debts.~~

•the Controlling the Assault of Non-Solicited Pornography and Marketing Act, which establishes requirements for those who send unsolicited commercial email;

•the Fair Credit Reporting Act (“FCRA”), as amended by the Fair and Accurate Credit Transactions Act, and Regulation V, which, among other things, regulate the use and reporting of information related to the credit history of borrowers;

•the Home Mortgage Disclosure Act (“HMDA”) and Regulation C thereunder, which require financial institutions to collect and report certain loan application, origination and purchase data;

•the Gramm-Leach-Bliley Act (“GLBA”) and Regulation P thereunder, which, among other things, require the maintenance of privacy with respect to certain consumer data and periodic communications with consumers on privacy matters;

•the Homeowners Protection Act (“HPA”), which requires the cancellation of private mortgage insurance once certain equity levels are reached, sets disclosure and notification requirements, and requires the return of unearned premiums;

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•the Secure and Fair Enforcement for Mortgage Licensing Act (“SAFE Act”), which requires all states to enact laws requiring each individual who originates residential mortgage loans to be licensed or registered as a mortgage loan originator;

•federal anti-money laundering laws, including the Bank Secrecy Act and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, and the implementing regulations and sanctions programs of the United States Department of the Treasury;

•the Electronic Fund Transfer Act of 1978 (“EFTA”) and Regulation E, thereunder, which provide certain protections for consumers engaging in electronic fund transfers;

•federal financial protection statutes applicable to certain eligible service members, including the Military Lending Act (“MLA”) and Servicemembers Civil Relief Act (“SCRA”); and

•the Bankruptcy Code and bankruptcy injunctions and stays, which can restrict collection of debts.

We are also subject to a variety of regulatory and contractual obligations imposed by ~~Fannie Mae, Freddie Mac,~~the GSEs, Ginnie Mae, the VA, the FHA, and others.

In addition, the CFPB was established ~~on July 21, 2010 under Title X of the Dodd-Frank Act~~ to ensure that consumers receive clear and accurate disclosures regarding financial products and to protect consumers from unfair, deceptive or abusive acts or practices, among other things. The CFPB influences the regulation of residential mortgage loan originations and servicing in several ways. The CFPB has rulemaking authority with respect to many of the federal consumer protection laws applicable to mortgage originators and servicers, such as us, including the TILA, RESPA, and ~~the~~ ECOA. The CFPB has been active and continues to amend rules and regulations within its purview. For example, the CFPB has issued rules and regulations that have expanded the scope of data required to be collected and reported for loan applicants and imposed requirements relating to repayment ability and qualified mortgage standards. These rules impose significant compliance burdens, for example, by requiring us to collect and submit data to regulators and to retain evidence of compliance, and any failures to comply, including any inadvertent errors, could result in the CFPB or other regulators imposing fines on or taking other enforcement actions relating to us.

The CFPB’s jurisdiction includes those persons originating, brokering, servicing or collecting residential mortgage loans and those persons performing loan modification or foreclosure relief services in connection with such loans. The CFPB has broad supervisory and enforcement powers with regard to non-depository institutions, such as us, that engage in the origination and servicing of home loans. The CFPB has conducted routine examinations of our business and we expect it to conduct future examinations. The CFPB can also bring enforcement actions, impose monetary penalties, require remediation of practices, pursue administrative proceedings or litigation and obtain cease and desist orders for violations of applicable federal consumer financial laws. The CFPB has been active in investigations and enforcement actions and has issued civil money penalties to parties when the CFPB has determined that such parties have violated the laws and regulations it enforces.

State Regulation

The SAFE Act requires all states to have laws that require individual mortgage loan originators employed by non-depository institutions, such as us, to be licensed to offer mortgage loan products. States also impose entity- and branch-level licensing obligations on us. As a result, we are subject to various state licensing requirements. These state licensing requirements generally require individual loan originators to register in a nationwide licensing system, submit information for a character and fitness review, submit to a criminal background check, complete a minimum number of hours of pre-licensing education, complete an annual minimum number of hours of continuing education and successfully complete an examination. Upon issuance of a license, we become subject to regulatory oversight, supervision, and enforcement activity to determine compliance with applicable law. To conduct our residential mortgage operations in the United States, we are licensed in 4849 states and the District of Columbia.

In addition to the above, state laws and regulations, among other things:

•

~~require the filing of reports with regulators and compliance with state regulatory capital requirements;~~

•

~~impose maximum terms, amounts and interest rates, and limit other charges;~~

•

~~impose consumer privacy rights and other obligations that may require us to notify customers, employees, state attorneys general, regulators and others in the event of a security breach;~~

•

~~regulate servicing activities, including disclosures, payment processing, loss mitigation and foreclosure, servicing fees and escrow account administration;~~

•require the filing of reports with regulators and compliance with state regulatory capital requirements;

•

impose maximum terms, amounts and interest rates, and limit other charges;

•impose consumer privacy rights and other obligations that may require us to notify customers, employees, state attorneys general, regulators, and others in the event of a security breach;

prohibit discrimination and various forms of “predatory” lending and place obligations on lenders to substantiate that a client will derive a tangible benefit from the proposed home financing transaction and/or have the ability to repay the loan;

•regulate servicing activities, including disclosures, payment processing, loss mitigation and foreclosure, servicing fees, and escrow account administration;

~~regulate whether and under what circumstances we may offer insurance and other ancillary products in connection with a lending transaction; and~~

•

~~provide for additional consumer protections.~~

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•prohibit discrimination and various forms of “predatory” lending and place obligations on lenders to substantiate that a client will derive a tangible benefit from the proposed home financing transaction and/or have the ability to repay the loan;

•regulate whether and under what circumstances we may offer insurance and other ancillary products in connection with a lending transaction; and

•provide for additional consumer protections.

State laws and regulations, and interpretations thereof, vary from state to state, and these laws, regulations and interpretations may change and/or may be vague or interpreted only rarely.

Additionally, our business is subject to numerous state laws that are continuously changing, including laws related to mobile- and internet-based businesses, data privacy (including the California Consumer Privacy Act and similar or other data privacy laws enacted by other states) and advertising laws. One of our subsidiaries, Mission Village Insurance Agency, is also subject to certain laws and regulations governing insurance activities.

State attorneys general, state licensing regulators and state and local consumer protection offices also have the authority to investigate consumer complaints, commence investigations and other formal and informal proceedings, and take enforcement actions and impose remedies on or regarding our operations and activities.

See also “~~Risks~~“Risks Related to Regulatory ~~Environment~~”Environment” under the section titled ““Item 1A. Risk ~~Factors~~Factors.”

Human Capital Resources

At the heart of our Company is our culture, grounded in strong values, innovation, creativity and collaboration. We believe our culture sets us apart and is the backbone of our success. It has enabled us to continuously innovate and evolve to navigate the dynamic mortgage market. This has given us the ability to attract, develop and retain top talent throughout our organization. We also believe our culture positions us as an acquisition partner of choice and a preferred platform for top mortgage originators of originating and servicing businesses we acquire. As of December 31, 2023 we employed more than 4,200 employees throughout the United States. None of the employees are covered by a collective bargaining agreement.

Guild is an inclusive organization and encourages open and honest dialogue across employees, clients and partners. We have a diverse leadership team across each of our business lines. Our leadership team has an average of 23 years of industry experience, has worked at Guild for an average of 11 years and includes top performers from the businesses that Guild has acquired. We have high employee retention, as well as a successful recruiting program, because we empower our employees, maintain a culture that supports collaboration and development and provide our employees with the tools and resources they need to be successful. Over the last five years, ending December 31, 2023, 75% of our originations were produced from loan officers who are still with us today.

Employee Retention and Development

We empower our loan officers through our coaching program, Elevate, designed to support loan officers at each stage of their careers. Elevate provides a roadmap to develop highly productive partnerships with referral networks. The program is taught by our highest producing loan officers and allows participants to learn effective solutions from their peers. The program also furthers our goal of creating a collaborative culture by engaging our national sales team to share best practices with their peers around the country. Participating loan officers have consistently achieved increased average productivity following participation in the program.

Additionally, we provide branch managers coaching through our LIFT program, which is designed to help branch managers learn, inspire, focus and thrive. Our branch manager coaching program is led by our retail production leadership and highly productive managers to drive peer-to-peer learning at the management level.

We have an internal online training system, Guild University, that is focused on all aspects of employee training, including employee development, productivity, management, and compliance.

Community Involvement

We believe strongly in supporting the communities in which we operate. To that end, Guild and its employees give back to the neighborhoods and communities we serve through sustained investment of time and resources, including through our Guild Giving Foundation. As encouragement to continue to give back to communities, Guild offers paid time off to our employees for volunteer hours. In addition, the Guild Giving Foundation partially matches employee contributions to charities of their choosing. Throughout our branch locations as well as our corporate headquarters in San Diego, local community involvement is a continual part of connecting with the neighborhoods we serve. Being involved in our local communities not only drives employee engagement, but it also develops our referral network and enhances business relationships.

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Available Information

~~Our corporate~~

We file or furnish annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”). The SEC maintains a website that contains reports, proxy and information statements, and other information regarding companies, like Guild, that file electronically with the SEC. The address of that site is ~~https:~~www.sec.gov.

Guild’s website is www.guildmortgage.com and the investor relations portion of our website is http://~~www.guildmortgage.com.~~ir.guildmortgage.com. The content of our website is not ~~intended to be~~ incorporated by reference into this Annual Report or in any other report or document we ~~file~~file. We make available free of charge on our website, or provide a link to, our Forms 10-K, Forms 10-Q and Forms 8-K and any ~~references~~amendments to these ~~websites~~documents, that are filed or furnished pursuant to the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. To access these filings, go to the investor relations portion of our website and click on “SEC Filings.”

Trademarks and Trade Names

Our logo and any trade names of Guild appearing in this Annual Report are our property. This Annual Report also contains trademarks and trade names of other companies, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this Annual Report may appear without the ® or ™ symbols, but such references are not intended to ~~be inactive textual references only.~~

indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names.

Industry and Other Data

Certain industry data and market data included in this Annual Report were obtained from independent third-party surveys, market research, publicly available information, reports of governmental agencies, and industry publications and surveys.

All of the industry data, market data and related estimates used in this Annual Report involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such data and estimates. Although we have no reason to believe that the information from these surveys and industry publications is not reliable, we have not independently verified this information and cannot guarantee its accuracy or completeness. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by independent parties and by us.

ITEM 1A. RISK FACTORS

Investing in our Class A common stock involves risks. You should carefully consider the ~~risks and uncertainties~~risk factors described below ~~together with all~~before investing in our Class A common stock. Discussion of ~~the other information included in this Annual Report, including the financial statements~~these factors is incorporated by reference into and ~~the related notes included in~~considered an integral part of Part II, Item 87, “Management’s Discussion and Analysis of ~~this Annual Report. Our business, financial condition, operating results, cash flow~~Financial Conditions and ~~prospects could be materially and adversely affected by~~Results of Operations.”

If any of these risks ~~or uncertainties. In that case,~~materialize, it could materially and adversely affect our business, prospects, financial condition, results of operations, and the ~~trading~~market price and liquidity of our Class A common stock, which could ~~decline, and~~cause you ~~could~~to lose all or a significant part of your ~~investment.~~investment in our Class A common stock. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of or that we currently see as immaterial may also adversely affect our business. Some statements in this Annual Report, including statements included in the following risk factors, constitute forward-looking statements. Please refer to ~~“Cautionary Note~~“Cautionary Statement Regarding Forward-Looking Statements.”

Risks Related to Our Business

The COVID-19 pandemic has had, and will likely continue to have, an adverse effect on our business, and its ultimate effect on our business and financial results will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken or to be taken by government authorities in response to the pandemic.

The COVID-19 pandemic has negatively affected, and continues to negatively affect, the national economy and the local economies in the communities in which we operate and has created unprecedented economic, financial and health disruptions that have, and will likely continue to have, an adverse effect on our business. The pandemic has also caused significant volatility and disruption in the financial markets. In the event of a prolonged economic downturn or other economic disruption or changes in the broader economy, housing market, debt markets or otherwise, real estate transactions, the volume of mortgages we originate and the value of the homes that serve as collateral for the loans that we service may decrease significantly.

The COVID-19 pandemic is also affecting our mortgage servicing operations. The federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which allowed borrowers with federally backed loans to request a temporary mortgage forbearance. In February 2021, the Federal Housing Finance Agency, the Department of Housing and Urban Development, the Department of Veterans Affairs, and the Department of Agriculture announced an extension of the forbearance period of three to six months depending on the loan type. As a result of the CARES Act forbearance requirements and the subsequent extension of federal forbearance programs, we have recorded, and expect to record additional, increases in delinquencies in our servicing portfolio, which may require us to finance substantial amounts of advances of principal and interest, property taxes, insurance premiums and other expenses to protect investors’ interests in the properties securing the loans. We expect that a borrower who has experienced a loss of employment or a reduction of income may not repay the forborne payments at the end of the forbearance period, or at all. Additionally, we are prohibited from collecting certain servicing-related fees, such as late fees, and initiating foreclosure proceedings. As a result, we expect the effects of the CARES Act forbearance requirements to reduce our servicing income, increase our servicing expenses and require significant unreimbursed cash outlays.

The COVID-19 pandemic may also affect our liquidity. We fund substantially all of the mortgage loans we close through borrowings under our loan funding facilities. Given the broad impact of COVID-19 on the financial markets, our future ability to borrow money to fund our current and future loan production and other cash needs is unknown. Our mortgage origination liquidity could also be affected if our lenders curtail access to uncommitted mortgage warehouse financing capacity or impose higher costs to access such capacity. Our liquidity may be further constrained as there may be less demand by investors to acquire our mortgage loans in the secondary market. In

~~addition, we may be required to use significant amounts of cash to fund advances for loans subject to forbearance requirements or that are delinquent.~~

Our business operations may also be disrupted if significant portions of our workforce are unable to work effectively, including because of illness, quarantines, government actions or other restrictive measures in connection with the pandemic. As a result of the pandemic, a significant portion of our employees has been working remotely. Although government authorities are in varying stages of lifting or modifying some of these measures, some have already, and others may in the future, reinstitute these measures or impose new, more restrictive measures if the risks, or the perception of the risks, related to the COVID-19 pandemic worsen at any time. Such restrictive measures could also slow certain aspects of our operations that depend on third parties such as appraisers, closing agents and others for loan-related verifications.

The extent to which the COVID-19 pandemic affects our business, results of operations, and financial condition will ultimately depend on future developments that are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic.

A disruption in the secondary home loan market or our ability to sell the loans that we originate could have a detrimental effect on our business.

Demand in the secondary market for home loans and our ability to sell the mortgages that we originate depend on many factors that are beyond our control, including general economic conditions, the willingness of lenders to provide funding for and purchase home loans and changes in regulatory requirements. Our inability to sell the mortgages that we originate in the secondary market in a timely manner and on favorable terms could be detrimental to our business. In particular, we sell the majority of the mortgages that we originate to ~~Fannie Mae, Freddie Mac~~the GSEs and Ginnie Mae, and the gain recognized from these sales represents a significant portion of our revenues and net earnings. If it is not possible or economical for us to continue selling mortgages to the GSEs or other loan purchasers, our business, prospects, financial condition and results of operations could be materially and adversely affected.

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Macroeconomic and U.S. residential real estate market conditions ~~could~~have and may continue to materially and adversely affect our revenue and results of operations.

Our business has been, and will continue to be, affected by a number of factors that are beyond our control, including the health of the U.S. residential real estate industry, which is seasonal, cyclical, and affected by changes in general economic ~~conditions, including the effects of the COVID-19 pandemic.~~conditions. Furthermore, our clients’ and potential clients’ income, and thus their ability and willingness to make home purchases and mortgage payments, may be negatively affected by macroeconomic factors such as rising inflation rates and the responses by central banking authorities to control such inflation, rising interest rates, unemployment, wage deflation, changes in property values and taxes, recent and potential future disruptions in access to bank deposits and lending commitments due to bank failures, and the availability and cost of credit. ~~As a result, these~~In addition, continuing low inventory levels of homes for sale and housing generally, together with high home prices have depressed and may continue to depress home loan purchase activity. These macroeconomic factors ~~can~~have and may continue to adversely affect our origination volume.

Increased delinquencies could also increase the cost of servicing existing mortgages and could be detrimental to our business. Lower servicing fees could result in decreased cash flow, and also could decrease the estimated value of our MSRs, resulting in recognition of losses when we write down those values. In addition, an increase in delinquencies lowers the interest income we receive on cash held in collection and other accounts and increases our obligation to advance certain principal, interest, tax, and insurance obligations owed by the delinquent mortgage loan borrower.

Because we are highly ~~depend~~dependent on certain U.S. government-sponsored entities and government agencies, ~~and~~we may be adversely impacted by any organizational or pricing changes or changes in our relationship with these entities ~~or their current roles could materially~~ and ~~adversely affect our business, financial condition and results of operations.~~

agencies.

A substantial portion of the loans we originate are loans eligible for sale to ~~Fannie Mae and Freddie Mac,~~the GSEs, and government insured or guaranteed loans, such as loans backed by the FHA, the VA and the USDA, eligible for Ginnie Mae securities issuance. The future of ~~Fannie Mae and Freddie Mac (the “GSEs”),~~GSEs is uncertain, including with respect to how long they will continue to be in existence, the extent of their roles in the market and what forms they will have, and whether they will be government agencies, government-sponsored agencies or private for-profit entities. The GSEs also require us to maintain certain operating and financial covenants. Financial covenants include minimum net worth, minimum liquidity, minimum of total liquid assets, and maximum ratio of adjusted net worth to total assets. A breach of these covenants could prevent us from selling mortgage loans to one or all of these investors in the secondary market.

If the operation of the GSEs is discontinued or reduced, if there is a significant change in their organization, capital structure, financial condition, pricing and underwriting criteria, activity levels or roles in the primary or secondary mortgage markets, ~~or in their underwriting criteria~~ or if we lose approvals with those agencies or our relationships with those agencies is otherwise adversely affected, our business, financial condition and results of operations could be adversely affected.

Changes in prevailing interest rates or U.S. monetary policies have had and may continue to have a detrimental effect on our business. ~~Our hedging strategies may not be successful in mitigating interest rate risk.~~

Our profitability is directly affected by changes in interest rates. The market value of closed loans held for sale and interest rate locks generally ~~change~~changes along with interest rates. Increasing interest rates currently being experienced in the U.S. have adversely impacted our origination volume because refinancing an existing loan is less attractive for homeowners and qualifying for a purchase loan is more difficult for some borrowers. Furthermore, increasing interest rates have also adversely affect our margins due to increased competition among originators. On the other hand, decreasing interest rates may cause a large number of borrowers to refinance, which could result in the loss of future net servicing revenues with an associated write-down of the related MSRs. As such, volatility in prevailing interest rates have had and may continue to have a detrimental effect on our financial performance and results of operations. Many factors beyond our control impact interest rates, including economic conditions, governmental monetary policies, inflation, recession, changes in unemployment, the money supply, and disorder and instability in domestic and foreign financial markets. Changes in monetary policies of the Federal Reserve System could influence not only consumer demand for mortgages but also the fair value of our financial assets and liabilities.

We pursue hedging strategies to mitigate our exposure to adverse changes in interest rates, including with respect to loans held for sale and interest rate locks. Hedging interest rate risk, however, is a complex process, requiring sophisticated models and constant monitoring, and is not a perfect science. Due to interest rate fluctuations, hedged assets and liabilities will appreciate or depreciate in market value. The effect of this unrealized appreciation or depreciation will generally be offset by income or loss on the derivative instruments that are linked

to the hedged assets and liabilities. If we engage in derivative transactions, we will be exposed to credit and market risk. If a counterparty fails to perform, counterparty risk exists to the extent of the fair value gain in the derivative. Interest rate risk exists to the extent that interest rates change in ways that are significantly different from what we expected when we entered into the derivative transaction. In addition, we may not engage in hedging strategies with respect to all or a portion of our exposure to changes in interest rates at any given time, or may engage in hedging strategies to a degree or in a manner that is different from

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that of other companies in our industry. Failure to effectively manage interest rate risk could have a material adverse effect on our business.

Our servicing rights are subject to termination with or without cause.

The servicing agreements under which we service mortgage loans for GSE and non-GSE loan purchasers require that we comply with certain servicing guidelines and abide by certain financial and restrictive covenants. Under the terms of our master servicing agreements with the GSEs and non-GSEs that purchase the loans we originate, the loan purchasers generally retain the right to terminate us as servicer of the loans we service on their behalf, with or without cause. If we were to have our MSRs terminated on a material portion of our servicing portfolio, or if our costs related to servicing mortgages were increased by the way of additional fees, fines or penalties or an increase in related compliance costs, this could materially and adversely affect our business.

If a significant number of our warehouse lines of credit, on which we are highly dependent, are terminated or reduced, we may be unable to find replacement financing on favorable terms, or at all, which would have a material adverse effect on us.

We fund substantially all of the mortgage loans we close through borrowings under our loan funding facilities (which we refer to as warehouse lines of credit) and funds generated by our operations. Our borrowings are in turn generally repaid with the proceeds we receive from mortgage loan sales. We depend upon several lenders to provide warehouse lines of credit for our loans. For a summary of our warehouse lines of credit and other debt facilities, see the section of this Annual Report entitled “Debt Obligations” under “Liquidity, Capital Resources and Cash Flows” in “Part II, Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations.”

In the event that any of our loan funding facilities is terminated or is not renewed, or if the principal amount that may be drawn under our funding agreements were to decrease significantly, we may be unable to find replacement financing on commercially favorable terms, or at all, which could be detrimental to our business. Our liquidity may be further constrained as there may be less demand by investors to acquire our mortgage loans in the secondary market. Further, if we are unable to refinance or obtain additional funds for borrowing, our ability to maintain or grow our business could be limited.

Our ability to refinance existing debt and borrow additional funds to fund our current and future loan production, servicing advances and other cash needs is unknown and is affected by a variety of factors, including:

•limitations imposed under existing and future financing facilities that contain restrictive covenants and borrowing conditions that may limit our ability to raise additional debt;

•a decline in liquidity in the credit markets;

•prevailing interest rates;

•the financial strength of the lenders from whom we borrow;

•the decision of lenders from whom we borrow to reduce their exposure to mortgage loans due to a change in such lenders’ strategic plan, future lines of business or otherwise;

•the amount of eligible collateral pledged on advance facilities, which may be less than the borrowing capacity of the facility;

•the large portion of our loan funding facilities that is uncommitted;

•more stringent financial covenants in our refinanced facilities, with which we may not be able to comply; and

•accounting changes that impact calculations of covenants in our debt agreements.

If the refinancing or borrowing guidelines become more stringent and those changes result in increased costs to comply or decreased origination volume, those changes could be detrimental to our business.

Our loan funding facilities contain covenants that include certain financial requirements, including maintenance of maximum adjusted leverage ratio, minimum net worth, minimum tangible net worth, minimum current ratio, minimum liquidity, adjusted pre-tax net income, and other customary debt covenants, as well as limitations on additional indebtedness, dividends, sales of assets, and declines in the mortgage loan servicing portfolio’s fair value. A breach of these covenants can result in an event of default under these facilities and as such allow the lenders to pursue certain remedies. In addition, our loan facilities include cross default or cross acceleration provisions that could result in most, if not all, of our loan facilities terminating if an event of default or acceleration of maturity occurs under one facility. If we are unable to satisfy, or obtain waivers for, the continuing covenants, we may lose the ability to borrow under all of our financing facilities, which could be detrimental to our business.

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Our existing and any future indebtedness could adversely affect our ability to operate our business, our financial condition or the results of our operations.

Our existing and any future indebtedness could have important consequences, including:

•

requiring us to dedicate a substantial portion of our cash flow to payments on our indebtedness, which would reduce the amount of cash flow available to fund working capital, capital expenditures or other corporate purposes;

•

~~increasing our vulnerability to general adverse economic, industry and market conditions;~~

•requiring us to dedicate a substantial portion of our cash flow to payments on our indebtedness, which would reduce the amount of cash flow available to fund working capital, capital expenditures or other corporate purposes;

~~subjecting us to restrictive covenants that may reduce our ability to take certain corporate actions or obtain further debt or equity financing;~~

•increasing our vulnerability to general adverse economic, industry and market conditions;

~~limiting our ability to plan for and respond to business opportunities or changes in our business or industry; and~~

•subjecting us to restrictive covenants that may reduce our ability to take certain corporate actions or obtain further debt or equity financing;

~~placing us at a competitive disadvantage compared to our competitors that have less debt or better debt servicing options.~~

•limiting our ability to plan for and respond to business opportunities or changes in our business or industry; and

•placing us at a competitive disadvantage compared to our competitors that have less debt or better debt servicing options.

Failure to make payments or comply with other covenants under our existing debt instruments could result in an event of default. If an event of default occurs and the lender accelerates the amounts due, we may need to seek additional financing, which may not be available on acceptable terms, in a timely manner or at all. In that event, we may not be able to make accelerated payments, and the lender could seek to enforce security interests in the collateral securing such indebtedness, which includes substantially all of our assets.

Our mortgage loan origination and servicing activities rely on our loan funding facilities to fund mortgage loans and otherwise operate our business. If one or more of those facilities are terminated, we may be unable to find replacement financing at commercially favorable terms, or at all, which could be detrimental to our business.

We fund substantially all of the mortgage loans we close through borrowings under our loan funding facilities and funds generated by our operations. Our borrowings are in turn generally repaid with the proceeds we receive from mortgage loan sales. We currently, and may in the future continue to, depend upon several lenders to provide the primary funding facilities for our loans. As of the date of this Annual Report, we had eight warehouse lines of credit pursuant to master repurchase agreements, which provide us with an aggregate maximum borrowing capacity of approximately $3.0 billion. Additionally, as of December 31, 2020, we were party to (i) a term loan credit agreement with one of our warehouse banks, which agreement is collateralized by our Fannie Mae MSRs and provides for a term loan facility of $100.0 million (which can be increased to up to $150.0 million), (ii) a loan and security agreement with one of our warehouse banks, which agreement is collateralized by our Ginnie Mae MSRs and provides for a revolving facility of up to $135.0 million (which can be increased to up to $200.0 million) and (iii) a loan and security agreement with one of our warehouse banks, which agreement is collateralized by our Freddie Mac MSRs and provides for a revolving facility of up to $65.0 million.

In the event that any of our loan funding facilities is terminated or is not renewed, or if the principal amount that may be drawn under our funding agreements were to decrease significantly, we may be unable to find replacement financing on commercially favorable terms, or at all, which could be detrimental to our business. Further, if we are unable to refinance or obtain additional funds for borrowing, our ability to maintain or grow our business could be limited.

~~Our ability to refinance existing debt and borrow additional funds is affected by a variety of factors, including:~~

•

~~limitations imposed under existing and future financing facilities that contain restrictive covenants and borrowing conditions that may limit our ability to raise additional debt;~~

•

~~a decline in liquidity in the credit markets;~~

•

~~prevailing interest rates;~~

•

~~the financial strength of the lenders from whom we borrow;~~

•

~~the decision of lenders from whom we borrow to reduce their exposure to mortgage loans due to a change in such lenders’ strategic plan, future lines of business or otherwise;~~

•

~~the amount of eligible collateral pledged on advance facilities, which may be less than the borrowing capacity of the facility;~~

•

~~the large portion of our loan funding facilities that is uncommitted;~~

•

~~more stringent financial covenants in our refinanced facilities, with which we may not be able to comply; and~~

•

~~accounting changes that impact calculations of covenants in our debt agreements.~~

Our loan funding facilities contain covenants that include certain financial requirements, including maintenance of maximum adjusted leverage ratio, minimum net worth, minimum tangible net worth, minimum current ratio, minimum liquidity, positive quarterly income and other customary debt covenants, as well as limitations on additional indebtedness, dividends, sales of assets, and declines in the mortgage loan servicing portfolio’s fair value. A breach of these covenants can result in an event of default under these facilities and as such allow the lenders to pursue certain remedies. In addition, our loan facilities include cross default or cross acceleration provisions that could result in most, if not all, facilities terminating if an event of default or acceleration of maturity occurs under a facility. If we are unable to meet or maintain the necessary covenant requirements or satisfy, or obtain waivers for, the continuing covenants, we may lose the ability to borrow under all of our financing facilities, which could be detrimental to our business.

~~Our business depends on our ability to~~do not maintain and improve the technology infrastructure that supports our origination and servicing platform ~~and~~or if we suffer any significant disruption in service on our platform, ~~could harm~~ our ~~business, brand, operating results, financial condition~~ability to serve our clients may be materially and ~~prospects.~~

adversely impacted.

Our ability to ~~service~~serve our clients depends on the reliable performance of our technology infrastructure. Interruptions, delays or failures in these systems, whether due to adverse weather conditions, natural disasters, power loss, computer viruses, cybersecurity attacks, physical break-ins, terrorism, hardware failures, errors in our software or otherwise, could be prolonged and could affect the security or availability of our platform and our ability to originate and service mortgages. Furthermore, we ~~may~~ incur ~~significant~~ongoing substantial expense maintaining, updating, and adapting our technology, and cybersecurity infrastructure. However, our infrastructure and ~~our~~ disaster recovery planning may be insufficient to prevent or mitigate these and other events or occurrences. The reliability and security of our systems, and those of certain third parties, is important not only to facilitating our origination and servicing of mortgages, but also to maintaining our reputation and ensuring the proper protection of our confidential and proprietary information and the data of mortgage borrowers and other third parties that we possess or control or to which we have access. Operational failures or prolonged disruptions or delays in the availability of our systems could harm our business, brand, reputation, operating results, financial condition, and prospects.

Acquisitions and investments have in the past, and may in the future, cause our financial results to differ from our expectations or the expectations of the investment community and we may not be able to achieve anticipated benefits from such acquisitions and investments.

We have acquired and may in the future acquire or make investments in, complementary or what we view as strategic businesses, services or products. The ultimate success of these acquisitions will depend, in part, on our ability to successfully combine and integrate the acquired companies into our business, and realize the synergies and anticipated strategic, financial and other benefits from the acquisitions or investments. We may not be able to achieve the anticipated benefits of an acquisition or investment within the anticipated time frame, or at all.

The integration of any acquired company may result in material challenges, including, without limitation:

•coordinating geographically separate organizations with increased operations in jurisdictions in which we previously did not operate and subject to regulations and regulatory authorities to which we previously were not subject;

•undisclosed liabilities that were not discovered during the diligence process;

•managing a larger combined business;

•retaining key management and other employees and maintaining employee morale, and retaining existing business relationships with customers, real estate professionals and other counterparties;

•the possibility of faulty assumptions underlying expectations regarding the integration process and/or our inability to integrate future acquisitions in the same manner, or with the same degree of success, as we have integrated past acquisitions;

•unanticipated issues in integrating information technology, communications and other systems;

•that the business and assets we acquire might not perform at levels we expect, and we may not be able to achieve the anticipated synergies;

•the possibility that we incur additional indebtedness to pay for such acquisition, thereby increasing our leverage and diminishing our liquidity, or issue equity, which could result in dilution to our stockholders;

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•the failure of such acquired company to continue to grow under our ownership;

•the impact from revisions to forecasted amounts on the fair value of contingent liabilities related to our completed acquisitions, or disputes that may arise out of earn-outs, escrows, and other arrangements related to an acquisition of a company; and

•unforeseen expenses, costs, liabilities or delays associated with such acquisition.

Any of the foregoing could adversely affect our business, financial condition, and results of operations.

Pressure from existing and new competitors may adversely affect our business, operating results, financial condition and prospects.

We operate in a highly competitive industry that could become even more competitive due to economic, legislative, regulatory, and technological changes. We face significant competition for clients from bank and nonbank competitors, including national and regional banks, mortgage banking companies, financial technology companies, and correspondent lenders. Many of our competitors are significantly larger and have significantly more resources, greater name recognition, and more extensive and established retail footprints than we do.

Our ability to compete successfully will depend on a number of factors, including our ability to build and maintain long-term client relationships while ensuring high ethical standards and sound lending and servicing practices, the scope, relevance and pricing of products and services that we offer, our continuing relationships with the GSEs and other key secondary market investors, our clients’ satisfaction with our products and services, industry and general economic trends, and our ability to keep pace with technological advances in the industry.

Our failure to compete effectively in our markets could restrain our growth or cause us to lose market share, which could have a material adverse effect on our business, prospects, financial condition, and results of operations. Although we have expanded our presence across the United States with recent acquisitions, we may face a competitive disadvantage as a result of our concentration primarily in the Northwest United States and will be unable, as compared to our more geographically diversified peers, to spread our operating costs across a broader market. Furthermore, a cyclical decline in the industry’s overall loan origination volume, or decreased demand for loans due to a higher interest rate environment, which we believe may continue as part of the Federal Reserve’s efforts to combat rising inflation, have led, and may in the future lead, to increased competition for remaining loan originations. Any increase in these competitive pressures could have an adverse effect on our business, prospects, financial condition, and results of operations.

Our failure to maintain or grow our historical referral relationships with our referral partners may materially and adversely affect our business, operating results, financial condition and prospects.

A substantial portion of our mortgage origination leads are sourced through an established network of referral partners with which we have longstanding relationships, including realtors, builders, and other partners. Our failure to maintain or grow these relationships could significantly decrease our origination volume and materially and adversely affect our business, operating results, financial condition, and prospects. In addition, changes in the real estate and home construction industries, or in the relationships between those industries and the mortgage industry, could adversely affect our business and operating results, financial condition, and prospects. For example, in recent years, there has been an increase in products and services designed to facilitate home sales without the involvement of realtors, as well as the recent antitrust lawsuits challenging the buyers’ broker commissions which may further impact the industry, and if the role of realtors in the sales process declines as a result of these developments, our business could be adversely affected if we are unable to adapt to such developments in a manner that preserves our loan origination leads.

We are required to make servicing advances that can be subject to delays in recovery or may not be recoverable in certain circumstances.

During any period in which our clients are not making payments on loans we service, including during defaults, delinquencies, forbearances, and in certain circumstances where a client prepays a loan, we generally are required under our servicing agreements to advance our own funds to pay principal and interest, property taxes and insurance premiums, legal expenses, and other expenses. In addition, in the event a loan serviced by us defaults or becomes delinquent, or to the extent a mortgagee under such loan is allowed to enter into a forbearance by applicable law or regulation, the repayment to us of any advance related to such events may be delayed until the loan is repaid or refinanced or liquidation occurs. Any delay or impairment in our ability to collect an advance may materially and adversely affect our liquidity, and delays in reimbursements of us, or our inability to be reimbursed, for advances could be detrimental to our business. Market disruptions such as the COVID-19 pandemic and the response, including through the Coronavirus Air, Relief, and Economic Security Act (the “CARES Act”), enacted on March 27, 2020, have in the past and may in the future increase the number of defaults, delinquencies or forbearances related to the loans we service, increasing the advances we make for such loans, which we may not recover in a timely manner or at all. In addition, any regulatory actions that lengthen the foreclosure process could increase the amount of servicing advances that we are required to make, lengthen the time it takes for us to be reimbursed for such advances, and increase the costs incurred during the

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foreclosure process. While we have in the past utilized prepayments and payoffs to make advances, such sources, and other sources of liquidity available to us, may not be sufficient in the future, and our business, financial condition, and results of operations could be materially and adversely affected as a result.

A substantial portion of our assets are measured at fair value. From time to time our estimates of their value prove to be inaccurate and we are required to write them down.

We record the value of our MSRs, interest rate lock commitments (“IRLCs”), MLHS, the contingent liabilities related to our completed acquisitions, and our inventory of loans for which we have repurchase rights at fair value. Fair value determinations require many assumptions and complex analyses for which we cannot control many of the underlying factors. From time to time our estimates may change or may prove to be incorrect and we may be required to write down the value of these assets, which could adversely affect our earnings, financial condition, and liquidity.

In particular, our estimates of the fair value of our MSRs are based on the cash flows projected to result from the servicing of the related mortgage loans and continually fluctuate due to a number of factors, including prepayment rates and other market conditions that affect the number of loans that ultimately become delinquent or are repaid or refinanced. These estimates are calculated by a third party using complex financial models that account for a high number of variables that drive cash flows associated with MSRs and anticipate changes in those variables over the life of the MSR. As such, the accuracy of our estimates of the fair value of our MSRs are highly dependent upon accuracy of the models and the variables and assumptions that we build into them. If loan delinquencies or prepayment speeds are higher than anticipated or other factors perform worse than modeled, the recorded value of certain of our MSRs may decrease, which could adversely affect our business, financial condition and results of operations.

The success and growth of our business will depend upon our ability to adapt to and implement technological changes and to develop and market attractive products and services.

The mortgage industry is continually undergoing rapid technological change with frequent introductions of new products and services. We seek to differentiate ourselves by the range of mortgage programs we offer and rely on our internally-developed technology to make our platform available to our loan officers, evaluate mortgage applicants, service loans and enable greater operational efficiency. Our future success and growth depend, in part, upon our ability to develop new products and services that satisfy changing client demand and use technology to provide a desirable client experience and to create additional efficiencies in our operations. If we fail to predict demand and develop, commercialize, and achieve acceptance of attractive products and services, our business and prospects could be adversely affected. In addition, the implementation of technological changes and upgrades to maintain current systems and integrate new ones may also cause service interruptions, transaction processing errors and system conversion delays, may cause us to fail to comply with applicable laws, and may cause us to incur additional expenses, which may be substantial. Failure to keep pace successfully with technological change affecting the mortgage industry and avoid interruptions, errors and delays could have a material adverse effect on our business, financial condition or results of operations.

Adverse events to our clients could occur, which can result in substantial losses that could adversely affect our financial condition.

A client’s ability or willingness to repay his or her mortgage may be adversely affected by numerous factors, including a loss of or change in employment or income, weak macro-economic conditions, increases in payment obligations to other lenders and deterioration in the value of the home that serves as collateral for the loan. Increases in delinquencies or defaults related to these and other factors may adversely affect our business, financial condition, liquidity and results of operations and may also cause decreased demand in the secondary market for loans originated through Guild. In addition, higher risk loans incur greater servicing costs because they require more frequent interaction with clients and closer monitoring and oversight. We may not be able to pass along these additional servicing costs associated with higher-risk loans to our clients and they could result in substantial losses that could adversely affect our financial condition.

Our business could be materially and adversely affected by a cybersecurity breach or other vulnerability involving our computer systems or those of certain of our third-party service providers.

In the ordinary course of our business, we and the third parties upon which we rely, collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, and share (collectively, process) proprietary, confidential, and sensitive data, such as financial information.

Cyber-attacks, malicious internet-based activity, online and offline fraud, and other similar activities have, and continue to threaten the confidentiality, integrity, and availability of our sensitive information and information technology systems, and those of the third parties upon which we rely. Such threats are prevalent and continue to rise, are increasingly difficult to detect, and come from a variety of sources, including traditional computer “hackers,” threat actors, “hacktivists,” organized criminal threat actors, personnel (such as through

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theft or misuse), sophisticated nation states, and nation-state-supported actors. Some actors now engage and are expected to continue to engage in cyber-attacks, including without limitation nation-state actors for geopolitical reasons and in conjunction with military conflicts and defense activities. During times of war and other major conflicts, we, and the third parties upon which we rely, may be vulnerable to a heightened risk of these attacks, including retaliatory cyber-attacks, which could materially disrupt our systems and operations, supply chain, and ability to distribute our services.

Our systems and those of certain of our third-party service providers could be vulnerable to hardware and cybersecurity issues. We and the third parties upon which we rely may be subject to a variety of evolving threats, including but not limited to social-engineering attacks (including through phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks (such as credential stuffing), credential harvesting, personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, earthquakes, fires, floods, and other similar threats. In particular, severe ransomware attacks are becoming increasingly prevalent and can lead to significant interruptions in our operations, loss of sensitive data and income, reputational harm, and diversion of funds. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments.

To the extent we or our systems rely on third-party service providers through either a connection to, or an integration with, those third-parties’ systems, the risk of cybersecurity attacks and loss, corruption or unauthorized publication of our information or the confidential information of our clients, employees, and others, may increase. We rely on third-party service providers and technologies to operate critical business systems to process sensitive data in a variety of contexts, including, without limitation, cloud-based infrastructure, data center facilities, encryption and authentication technology, employee email, content delivery to customers, and other functions. Our ability to monitor these third parties’ information security practices is limited, and these third parties may not have adequate information security measures in place. Other third-party risks may include data location uncertainty, and the possibility of data storage in inappropriate jurisdictions where laws or security measures may be inadequate. Any damage or failure that causes an interruption in the operations of our third-party service providers could have an adverse effect on our business, operating results, financial condition and prospects. While we may be entitled to damages if our third-party service providers fail to satisfy their privacy or security-related obligations to us, any award may be insufficient to cover our damages, or we may be unable to recover such award. In addition, supply-chain attacks have increased in frequency and severity, and we cannot guarantee that third parties’ infrastructure in our supply chain or our third-party partners’ supply chains have not been compromised.

We currently have a hybrid work environment in which a portion of our workforce may work in-person and some may work remotely. A hybrid work environment may exacerbate certain risks to our business, including increasing the stress on, and our vulnerability to disruptions of, our technology infrastructure and computer systems, increased risk of phishing, ransomware, and other cybersecurity attacks, and increased risk of unauthorized dissemination of personal or confidential information.

Future or past business transactions (such as acquisitions or integrations) could expose us to additional cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies.

Any or all of the issues described above could adversely affect our ability to attract new clients and continue our relationship with existing clients and could subject us to governmental or third-party lawsuits, investigations, regulatory fines or other actions or liability, thereby harming our business, operating results, financial condition and prospects. These disruptions could jeopardize the security of information stored in and transmitted through our computer systems and network infrastructure, including personal or confidential information of our clients, employees and others, which may result in significant liability and damage our reputation. Certain data privacy and security obligations may require us to implement and maintain specific security measures or industry-standard or reasonable security measures to protect our information technology systems and sensitive information. Applicable data privacy and security obligations may require us to notify relevant stakeholders of security incidents. Such disclosures are costly, and the disclosure or the failure to comply with such requirements could lead to adverse consequences.

While we have implemented security measures designed to protect against security incidents, it is difficult or impossible to defend against every risk being posed by changing technologies as well as criminals intent on committing cyber-crime and any measures we employ may not be successful in preventing, detecting or stopping attacks. The increasing sophistication and resources of cyber criminals and other non-state threat actors and increased actions by nation-state actors make keeping up with new threats difficult and could result in a breach of security. Controls employed by our information technology department and our third-party service providers, including cloud vendors, could prove inadequate and we may be unable in the future to detect vulnerabilities in our information technology systems because such threats and techniques change frequently, are often sophisticated in nature, and may not be detected until after a security incident has occurred. We may

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expend significant resources or modify our business activities to try to protect against security incidents. Further, we may experience delays in developing and deploying remedial measures designed to address any such identified vulnerabilities.

Our contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in our contracts are sufficient to protect us from liabilities, damages, or claims related to our data privacy and security obligations. We cannot be sure that our insurance coverage will be adequate or sufficient to protect us from or to mitigate liabilities arising out of our privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all, or that such coverage will pay future claims.

Operating and growing our business may require additional capital, and if capital is not available to us, our business, operating results, financial condition, and prospects may suffer.

Operating and growing our business is expected to require further investments in our technology and operations. We may be presented with opportunities that we want to pursue, and unforeseen challenges may present themselves, either of which could cause us to require additional capital. If our cash needs exceed our expectations or we experience rapid growth, we could experience strain in our cash flow, which could adversely affect our operations in the event we were unable to obtain other sources of liquidity. If we seek to raise funds through equity or debt financing, those funds may prove to be unavailable, may only be available on terms that are not acceptable to us or may result in significant dilution to you or higher levels of leverage. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and our business, operating results, financial condition, and prospects could be materially and adversely affected.

We are subject to certain operational risks, including, but not limited to, employee or customer fraud, the obligation to repurchase sold loans in the event of a documentation error, and data processing system failures and errors.

Employee errors and employee and client misconduct could subject us to financial losses or regulatory sanctions and seriously harm our reputation. Misconduct by our employees could include, among other things, improper use of confidential information and fraud. It is not always possible to prevent employee errors and misconduct or documentation errors, and the precautions we take to prevent and detect this activity may not be effective in all cases. In addition, we rely heavily upon information supplied by third parties, including the information contained in credit applications, property appraisals, title information and valuation, and employment and income documentation, in deciding which loans we will originate as well as the terms of those loans. If any of the information upon which we rely is misrepresented, either fraudulently or inadvertently, and the misrepresentation is not detected prior to the mortgage being funded, the value of that mortgage may be significantly lower than expected, or we may fund a mortgage that we would not have funded or on terms we would not have extended. Whether a misrepresentation is made by the mortgage applicant or another third party, we generally bear the risk of loss associated with such misrepresentation. A loan subject to a material misrepresentation is typically unsellable or subject to repurchase if it is sold prior to detection of the misrepresentation. The sources of the misrepresentations are often difficult to identify, and it is often difficult to recover any of the monetary losses we may suffer. These risks could adversely affect our business, results of operation, financial condition, and reputation.

We are periodically required to repurchase mortgage loans that we have sold or indemnify purchasers of our mortgage loans.

At the time a loan is sold to an investor, we make certain representations and warranties. If defects are subsequently discovered in these representations and warranties that cause a loan to no longer satisfy the applicable investor eligibility requirements, we may be required to repurchase that loan. We are also required to indemnify several of our investors for borrowers’ prepayments and defaults. In addition, with respect to delinquent Ginnie Mae mortgage loans that we service, we are required to repurchase such loans prior to foreclosing and liquidating the mortgaged properties securing such loans. Ginnie Mae has historically accounted for a significant portion of the UPB of our servicing portfolio.

We have established a reserve for repurchase and indemnification obligations. Actual repurchase and indemnification obligations could materially exceed the reserves we have recorded in our financial statements. There can be no guarantee that future losses will not be in excess of the recorded liability.

Seasonality may cause fluctuations in our financial results.

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before the start of the school year. Accordingly, our loan origination revenues vary from quarter to quarter and comparisons of sequential quarters may not be meaningful.

If we fail to protect our brand and reputation, our ability to grow our business and increase the volume of mortgages we originate and service may be adversely affected.

Maintaining strong brand recognition and a reputation for trustworthiness and for delivering a superior client experience is important to our business. If we fail to protect our brand and deliver on these expectations, or if negative public opinion relating to Guild or other mortgage industry participants resulting from actual or alleged conduct in mortgage origination, servicing or other activities, government oversight or regulation, litigation or other matters should occur, these events could harm our reputation and damage our ability to attract and retain clients or maintain our referral network, which could adversely affect our business. Our reputation may also be negatively impacted by our environmental, social and governance practices and disclosures, including climate change practices and disclosures.

We could be forced to incur greater expense marketing our brand or maintaining our reputation in the future to preserve our position in the market and, even with such greater expense, we may not be successful in doing so. Many of our competitors have more resources than we do and can spend more advertising their brands and services. If we are unable to maintain or enhance consumer awareness of our brand cost-effectively and maintain our reputation, or otherwise experience negative publicity, our business, operating results, financial condition and prospects could be materially and adversely affected.

Weather conditions and man-made or natural disasters such as hurricanes, tornadoes, earthquakes, pandemics, floods, droughts, fires, and other environmental conditions can adversely impact properties that we own or that collateralize loans we own or service, as well as properties where we conduct business. Future adverse weather conditions and man-made or natural disasters could also adversely impact the demand for, and value of, our assets, as well as the cost to service or manage such assets, directly impact the value of our assets through damage, destruction or loss, and thereafter materially impact the availability or cost of insurance to protect against these events. Terrorist attacks and other acts of violence, including the Russia-Ukraine conflict and the Israel-Hamas war, have caused and may continue to cause consumer confidence and spending to decrease or result in disruptions in U.S. financial markets and negatively impact the U.S. economy in general. It is not possible to predict the broader consequences of this conflict, which could include further sanctions, embargoes, regional instability, geopolitical shifts and adverse effects on macroeconomic conditions, currency exchange rates and financial markets, all of which could impact our business, financial condition, and results of operations.

Potentially adverse consequences of global warming and climate change, including rising sea levels and increased intensity of extreme weather events, could similarly have an impact on our properties and the local economies of certain areas in which we operate. Although we believe the properties collateralizing our loan assets or underlying our MSR assets are appropriately covered by insurance, we cannot predict at this time if we or our borrowers will be able to obtain appropriate coverage at a reasonable cost in the future, or if we will be able to continue to pass along all of the costs of insurance. There also is a risk that one or more of our property insurers may not be able to fulfill their obligations with respect to claims payments due to a deterioration in its financial condition or may even cancel policies due to increasing costs of providing insurance coverage in certain geographic areas.

Certain types of losses, generally of a catastrophic nature, that result from events described above such as earthquakes, floods, hurricanes, tornados, terrorism, acts of war, and pandemics, may also be uninsurable or not economically insurable. Inflation, changes in building codes and ordinances, environmental considerations and other factors, including terrorism or acts of war, also might make the insurance proceeds insufficient to repair or replace a property if it is damaged or destroyed. Under these circumstances, the insurance proceeds received might not be adequate to restore our economic position with respect to the affected real property. Any uninsured loss could result in the loss of cash flow from, and the asset value of, the affected property, which could have an adverse effect on our business, financial condition, liquidity, and results of operations.

If we are unable to attract, integrate and retain qualified personnel, our ability to develop and successfully grow our business could be harmed.

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employment-related laws could result in challenges in recruiting and retention. If the services of any of our key personnel should become unavailable for any reason, we may not be able to identify and hire qualified persons on terms acceptable to us, which could have a material and adverse effect on our business, operating results, financial condition and prospects.

Our risk management strategies may not be fully effective in mitigating our risk exposures in all market environments or against all types of risk.

We have devoted significant resources to develop our risk management policies and procedures and expect to continue to do so in the future. Nonetheless, our risk management strategies may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk, including market, interest rate, credit, liquidity, operational, cybersecurity, legal, regulatory and compliance risks, as well as other risks that we may not have identified or anticipated. As our products and services change and grow and the markets in which we operate evolve, our risk management strategies may not always adapt to those changes in a timely or effective manner. Some of our methods of managing risk are based upon our use of observed historical market behavior and management’s judgment. As a result, these methods may not predict future risk exposures, which could be different or significantly greater than the historical measures indicate. Although we employ a broad and diversified set of risk monitoring and risk mitigation techniques, those techniques and the judgments that accompany their application cannot anticipate every economic and financial outcome or the timing of such outcomes. Any of these circumstances could have an adverse effect on our business, financial condition and results of operations.

~~Pressure from existing and new competitors may adversely affect our business, operating results, financial condition and prospects.~~

We operate in a highly competitive industry that could become even more competitive due to economic, legislative, regulatory and technological changes. We face significant competition for clients from bank and non-bank competitors, including national and regional banks, mortgage banking companies, financial technology companies and correspondent lenders. Many of our competitors are significantly larger and have significantly more resources, greater name recognition and more extensive and established retail footprints than we do.

Our ability to compete successfully will depend on a number of factors, including our ability to build and maintain long-term client relationships while ensuring high ethical standards and sound lending and servicing practices, the scope, relevance and pricing of products and services that we offer, our clients’ satisfaction with our products and services, industry and general economic trends and our ability to keep pace with technological advances in the industry.

Our failure to compete effectively in our markets could restrain our growth or cause us to lose market share, which could have a material adverse effect on our business, prospects, financial condition and results of operations. We may also face a competitive disadvantage as a result of our concentration in the northwest United States and will be unable, as compared to our more geographically diversified peers, to spread our operating costs across a broader market. Furthermore, a cyclical decline in the industry’s overall level of originations, or decreased demand for loans due to a higher interest rate environment, may lead to increased competition for remaining loan originations. Any

~~increase in these competitive pressures could have an adverse effect on our business, prospects, financial condition and results of operations.~~

~~Our failure to maintain or grow our historical referral relationships with our referral partners may materially and adversely affect our business, operating results, financial condition and prospects.~~

A substantial portion of our mortgage origination leads are sourced through an established network of referral partners with which we have longstanding relationships. We rely on being a preferred provider to realtors, builders and other partners with whom we have relationships. Our failure to maintain or grow these relationships could significantly decrease our origination volume and materially and adversely affect our business, operating results, financial condition and prospects. In addition, changes in the real estate and home construction industries, or in the relationships between those industries and the mortgage industry, could adversely affect our business and operating results, financial condition and prospects. For example, in recent years, there has been an increase in products and services designed to facilitate home sales without the involvement of realtors, and if the role of realtors in the sales process declines, our business could be adversely affected if we are unable to adapt to that development in a manner that preserves our loan origination leads.

~~We are required to make servicing advances that can be subject to delays in recovery or may not be recoverable in certain circumstances.~~

During any period in which our clients are not making payments on loans we service, including during defaults, delinquencies, forbearances and in certain circumstances where a client prepays a loan, we generally are required under our servicing agreements to advance our own funds to pay principal and interest, property taxes and insurance premiums, legal expenses and other expenses. In addition, in the event a loan serviced by us defaults or becomes delinquent, or to the extent a mortgagee under such loan is allowed to enter into a forbearance by applicable law or regulation, the repayment to us of any advance related to such events may be delayed until the loan is repaid or refinanced or liquidation occurs. Any delay or impairment in our ability to collect an advance may materially and adversely affect our liquidity, and delays in reimbursements of us, or our inability to be reimbursed, for advances could be detrimental to our business. Market disruptions such as the COVID-19 pandemic and the response, including through the CARES Act and the temporary period of forbearance that is being offered for clients unable to pay on certain mortgage loans may also increase the number of defaults, delinquencies or forbearances related to the loans we service, increasing the advances we make for such loans, which we may not recover in a timely manner or at all. In addition, any regulatory actions that lengthen the foreclosure process could increase the amount of servicing advances that we are required to make, lengthen the time it takes for us to be reimbursed for such advances and increase the costs incurred during the foreclosure process. While we have in the past utilized prepayments and payoffs to make advances, such sources, and other sources of liquidity available to us, may not be sufficient in the future, and our business, financial condition and results of operations could be materially and adversely affected as a result. As of December 31, 2020, loans representing approximately 3.5% of the loans in our servicing portfolio were in forbearance.

~~If we are unable to attract, integrate and retain qualified personnel, our ability to develop and successfully grow our business could be harmed.~~

Our business depends on our ability to retain our key executives and management and to hire, develop and retain qualified loan officers and other employees. Our ability to expand our business depends on our being able to hire, train and retain sufficient numbers of employees to staff our in-house servicing centers, as well as other personnel. Our success in recruiting highly skilled and qualified personnel can depend on factors outside of our control, including the strength of the general economy and local employment markets and the availability of alternative forms of employment. Furthermore, the spread of COVID-19 may adversely affect our ability to recruit and retain personnel. If the services of any of our key personnel should become unavailable for any reason, we may not be able to identify and hire qualified persons on terms acceptable to us, which could have a material and adverse effect on our business, operating results, financial condition and prospects.

A substantial portion of our assets are measured at fair value. If our estimates of their value prove to be inaccurate, we may be required to write them down, which could adversely affect our business and financial condition.

We record the value of our MSRs, interest rate lock commitments (“IRLCs”), mortgage loans held for sale (“MLHS”), the contingent liabilities related to our completed acquisitions and our inventory of loans for which we have repurchase rights at fair value. Fair value determinations require many assumptions and complex analyses for which we cannot control many of the underlying factors. If our estimates prove to be incorrect, we may be required to write down the value of these assets, which could adversely affect our earnings, financial condition and liquidity.

In particular, our estimates of the fair value of our MSRs are based on the cash flows projected to result from the servicing of the related mortgage loans and continually fluctuate due to a number of factors, including prepayment rates and other market conditions that affect the number of loans that ultimately become delinquent or are repaid or refinanced. These estimates are calculated by a third party using complex financial models that account for a high number of variables that drive cash flows associated with MSRs and anticipate changes in those variables over the life of the MSR. As such, the accuracy of our estimates of the fair value of our MSRs are highly dependent upon the reasonableness of the results of such models and the variables and assumptions that we build into them. If loan delinquencies or prepayment speeds are higher than anticipated or other factors perform worse than modeled, the recorded value of certain of our MSRs may decrease, which could adversely affect our business, financial condition and results of operations.

~~We may from time to time be subject to litigation, which may be extremely costly to defend, could result in substantial judgment or settlement costs and could subject us to other remedies.~~

From time to time, we have been, and may continue to be, involved in various legal proceedings, including, but not limited to, actions related to our lending and servicing practices as well as alleged violations of the local, state and federal laws to which our business is subject. See “~~Item 3 – Legal Proceedings~~.” Claims may be expensive to defend and may divert management’s time away from our operations, regardless of whether they are meritorious or ultimately lead to a judgment against us. We cannot assure you that we will be able to successfully defend or resolve any current or future litigation matters, and the resolution of such matters may result in significant financial payments by, or penalties imposed upon, us, restrictions on our business and operations, or other remedies, in which case those litigation matters could have a material and adverse effect on our business, operating results, financial condition and prospects.

~~The success and growth of our business will depend upon our ability to adapt to and implement technological changes.~~

The mortgage industry is continually undergoing rapid technological change with frequent introductions of new products and services. We seek to differentiate ourselves by the range of mortgage programs we offer and rely on our internally-developed technology to make our platform available to our loan officers, evaluate mortgage applicants and service loans. Our future success and growth depend, in part, upon our ability to develop new products and services that satisfy changing client demand and use technology to provide a desirable client experience and to create additional efficiencies in our operations. If we fail to predict demand and develop, commercially market and achieve acceptance of attractive products and services, our business and prospects could be adversely affected. In addition, the implementation of technological changes and upgrades to maintain current systems and integrate new ones may also cause service interruptions, transaction processing errors and system conversion delays, may cause us to fail to comply with applicable laws, and may cause us to incur additional expenses, which may be substantial. Failure to keep pace successfully with technological change affecting the mortgage industry and avoid interruptions, errors and delays could have material adverse effect on our business, financial condition or results of operations.

~~Adverse events to our clients could occur, which can result in substantial losses that could adversely affect our financial condition.~~

~~Our business could be materially and adversely affected by a cybersecurity breach or other vulnerability involving our computer systems or those of certain of our third-party service providers.~~

Our systems and those of certain of our third-party service providers could be vulnerable to hardware and cybersecurity issues. Our operations depend upon our ability to protect our computer equipment against damage from fire, power loss, telecommunications failure or a similar catastrophic event. We could also experience a breach by intentional or negligent conduct on the part of employees or other sources. Any damage or failure that causes an interruption in our operations or those of our third-party service providers could have an adverse effect on our business, operating results, financial condition and prospects. In addition, our operations depend upon our ability to protect the computer systems and network infrastructure we use against damage from cybersecurity attacks by sophisticated third parties with substantial computing resources and capabilities and other disruptive problems caused by the internet or other users. These disruptions could jeopardize the security of information stored in and transmitted through our computer systems and network infrastructure, including personal or confidential information of our clients, employees and others, which may result in significant liability and damage our reputation.

It is difficult or impossible to defend against every risk being posed by changing technologies as well as criminals intent on committing cyber-crime and any measures we employ may not be successful in preventing, detecting or stopping attacks. The increasing sophistication and resources of cyber criminals and other non-state threat actors and increased actions by nation-state actors make keeping up with new threats difficult and could result in a breach of security. Controls employed by our information technology department and our third-party service providers, including cloud vendors, could prove inadequate. A breach of our security that results in unauthorized access to our data could expose us to a disruption or challenges relating to our daily operations, as well as to data loss, litigation, damages, fines and penalties, significant increases in compliance costs and reputational damage, any of which could have a material and adverse effect on our business, operating results, financial condition and prospects.

A number of the states, counties and cities in which we maintain branch offices have issued shelter-in-place and similar orders in response to the COVID-19 pandemic. As a result, a significant portion of our employees has been working remotely. This transition to a remote work environment may exacerbate certain risks to our business, including increasing the stress on, and our vulnerability to disruptions of, our technology infrastructure and computer systems, increased risk of phishing and other cybersecurity attacks, and increased risk of unauthorized dissemination of personal or confidential information.

To the extent we or our systems rely on third-party service providers, through either a connection to, or an integration with, those third-parties’ systems, the risk of cybersecurity attacks and loss, corruption or unauthorized

publication of our information or the confidential information of our clients, employees and others may increase. Third-party risks may include ineffective security measures, data location uncertainty and the possibility of data storage in inappropriate jurisdictions where laws or security measures may be inadequate.

~~Operating and growing our business may require additional capital, and if capital is not available to us, our business, operating results, financial condition and prospects may suffer.~~

Operating and growing our business is expected to require further investments in our technology and operations. We may be presented with opportunities that we want to pursue, and unforeseen challenges may present themselves, any of which could cause us to require additional capital. If our cash needs exceed our expectations or we experience rapid growth, we could experience strain in our cash flow, which could adversely affect our operations in the event we were unable to obtain other sources of liquidity. If we seek to raise funds through equity or debt financing, those funds may prove to be unavailable, may only be available on terms that are not acceptable to us or may result in significant dilution to you or higher levels of leverage. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and our business, operating results, financial condition and prospects could be materially and adversely affected.

Employee errors and employee and client misconduct could subject us to financial losses or regulatory sanctions and seriously harm our reputation. Misconduct by our employees could include, among other things, improper use of confidential information and fraud. It is not always possible to prevent employee errors and misconduct or documentation errors, and the precautions we take to prevent and detect this activity may not be effective in all cases. In addition, we rely heavily upon information supplied by third parties, including the information contained in credit applications, property appraisals, title information and valuation, employment and income documentation, in deciding which loans we will originate, as well as the terms of those loans. If any of the information upon which we rely is misrepresented, either fraudulently or inadvertently, and the misrepresentation is not detected prior to the mortgage being funded, the value of that mortgage may be significantly lower than expected, or we may fund a mortgage that we would not have funded or on terms we would not have extended. Whether a misrepresentation is made by the mortgage applicant or another third party, we generally bear the risk of loss associated with such misrepresentation. A loan subject to a material misrepresentation is typically unsellable or subject to repurchase if it is sold prior to detection of the misrepresentation. The sources of the misrepresentations are often difficult to identify, and it is often difficult to recover any of the monetary losses we may suffer. These risks could adversely affect our business, results of operation, financial condition and reputation.

We may be required to repurchase mortgage loans that we have sold, or indemnify purchasers of our mortgage loans, if these loans fail to meet certain criteria or characteristics or under other circumstances.

At the time a loan is sold to an investor, we make certain representations and warranties. If defects are subsequently discovered in these representations and warranties that cause a loan to no longer satisfy the applicable investor eligibility requirements, we may be required to repurchase that loan. We are also required to indemnify several of our investors for borrowers’ prepayments and defaults. In addition, with respect to delinquent Ginnie Mae mortgage loans that we service, we are required to repurchase such loans prior to foreclosing and liquidating the mortgaged properties securing such loans. For the year ended December 31, 2020, Ginnie Mae accounted for 33.2% of the UPB of our servicing portfolio.

As of December 31, 2020, we have a reserve of $14.5 million for repurchase and indemnification obligations. Actual repurchase and indemnification obligations could materially exceed the reserves we have recorded in our financial statements. There can be no guarantee that future losses will not be in excess of the recorded liability.

~~Seasonality may cause fluctuations in our financial results.~~

The mortgage origination industry can be seasonal. We typically experience an increase in our mortgage origination activity during the second and third quarters and reduced activity in the first and fourth quarters as homebuyers tend to purchase their homes during the spring and summer in order to move to a new home before the start of the school year. Accordingly, our loan origination revenues varies from quarter to quarter and comparisons of sequential quarters may not be meaningful.

~~If we fail to protect our brand and reputation, our ability to grow our business and increase the volume of mortgages we originate and service may be adversely affected.~~

Failure to comply with fair lending laws and regulations could lead to a wide variety of sanctions that could have a material adverse effect on our business, financial condition and results of operations.

Antidiscrimination statutes, such as the Fair Housing Act, the ECOA and other fair lending laws and regulations prohibit creditors from discriminating against loan applicants and borrowers based on certain characteristics, such as race, religion and national origin. The Department of Justice and other federal agencies, including the CFPB, are responsible for enforcing these laws and regulations. The Supreme Court has held that the Fair Housing Act applies not just to intentional discrimination, but also to neutral practices that have a disparate impact on protected classes. Enforcement agencies have taken a similar position in connection with the applicability of ECOA. Compliance with anti-discrimination prohibitions, and particularly the disparate impact theory, creates a significant administrative burden and potential liability for failure to comply. A successful regulatory challenge to our performance under these fair lending laws and regulations could result in a wide variety of sanctions, including damages and civil money penalties. Such sanctions could have a material adverse effect on our business, financial condition and results of operations.

We are subject to certain risks associated with investing in real estate and real estate related assets, including risks of loss from adverse weather conditions, man-made or natural disasters, pandemics, terrorist attacks and the effects of climate change and, which may cause disruptions in our operations and could materially and adversely affect the real estate industry generally and our business, financial condition, liquidity and results of operations.

Weather conditions and man-made or natural disasters such as hurricanes, tornadoes, earthquakes, pandemics, floods, droughts, fires and other environmental conditions can adversely impact properties that we own or that collateralize loans we own or service, as well as properties where we conduct business. Future adverse weather conditions and man-made or natural disasters could also adversely impact the demand for, and value of, our assets, as well as the cost to service or manage such assets, directly impact the value of our assets through damage, destruction or loss, and thereafter materially impact the availability or cost of insurance to protect against these events. Terrorist attacks and other acts of violence may cause disruptions in U.S. financial markets and negatively impact the U.S. economy in general.

Certain types of losses, generally of a catastrophic nature, that result from events described above such as earthquakes, floods, hurricanes, tornados, terrorism, acts of war and pandemics, may also be uninsurable or not economically insurable. Inflation, changes in building codes and ordinances, environmental considerations and other factors, including terrorism or acts of war, also might make the insurance proceeds insufficient to repair or replace a property if it is damaged or destroyed. Under these circumstances, the insurance proceeds received might not be adequate to restore our economic position with respect to the affected real property. Any uninsured loss could result in the loss of cash flow from, and the asset value of, the affected property, which could have an adverse effect on our business, financial condition, liquidity and results of operations.

Risks Related to Regulatory Environment

~~Our~~

Changes in, or our failure to comply with, the highly complex legal and regulatory framework applicable to our mortgage loan origination and servicing activities ~~are subject to a highly complex legal and regulatory framework, and non-compliance with or changes in laws and regulations governing our industry~~ could harm our business, operating results, financial condition, and prospects.

The mortgage industry is subject to a highly complex legal and regulatory framework. In addition to the licensing requirements for each of the jurisdictions in which we originate or service loans, we must comply with a number of federal, state, and local consumer protection and other laws including, among others, the ~~Truth in Lending Act, the RESP, the~~TILA, RESPA, ECOA, ~~the Fair Credit Reporting Act, the Fair~~ Housing Act, ~~the~~ TCPA, ~~the Gramm-Leach-Bliley Act, the Electronic Fund Transfer Act, the Servicemembers Civil Relief Act, the Military Lending Act, the~~GLBA, EFTA, SCRA, MLA, Homeowners Protection Act, ~~the~~ Home Mortgage Disclosure Act, ~~the~~ SAFE Act, ~~the Federal Trade Commission Act, the Dodd Frank Wall Street Reform and Consumer Protection Act of 2010 (“~~FTCA, Dodd-Frank ~~Act”), the CARES~~ Act, federal, state and local laws designed to discourage predatory lending and servicing practices, prohibit unfair, deceptive, or abusive acts or practices, protect customer privacy, and regulate debt collection and consumer credit reporting, and state foreclosure laws. These and other laws and regulations directly affect our business and require constant compliance monitoring, ~~and~~ internal and external audits, and examinations by federal and state regulators. Changes to the laws, regulations, and guidelines relating to the origination and servicing of mortgages, including those already adopted and those that may in the future be adopted, ~~in response to the COVID-19 pandemic,~~ their interpretation or the manner in which they are enforced, could render our current business practices non-compliant or make compliance more difficult or expensive.

As a non-depository lending and servicing institution, we are subject to the regulatory authority of the CFPB, including, without limitation, its authority to conduct investigations, bring enforcement actions, impose monetary

penalties, require remediation of practices, pursue administrative proceedings or litigation, and obtain cease and desist orders for violations of applicable federal consumer financial laws. The CFPB has been active in investigations and enforcement actions, and has issued civil money penalties to parties when the CFPB has determined that such parties have violated the laws and regulations it enforces. Our failure to comply with the federal consumer protection laws and regulations to which we are subject, whether that failure is actual or alleged, could expose us to enforcement actions or potential litigation liabilities.

Additional regulatory uncertainty now exists as a result of a decision issued by the United States Court of Appeals for the Fifth Circuit on October 19, 2022, striking down a CFPB rulemaking as a result of its conclusion that the funding structure for the CFPB violates the Appropriations Clause of the U.S. Constitution. Because all CFPB rulemakings depend on the expenditure of CFPB funds, there is a risk that prior CFPB activities, including the promulgation of regulations impacting the mortgage market and upon which lenders, such as Guild, have relied in conducting their activities, may also be deemed unconstitutional.

It is possible that we are not, and will not in the future be, in full compliance with current and future laws and regulations, or interpretations of the foregoing. Our failure, or the failure of our loan officers, other employees, correspondent sellers or others with whom we have business relationships, to operate in compliance with any of the laws, regulations, and guidelines relating to the origination, servicing, and collection of mortgages could result in, among other things, the loss of licenses and approvals required for us to engage in the business of originating, servicing, and collecting mortgage loans, governmental investigations and enforcement actions, damage to our brand and reputation, civil and criminal liability and administrative penalties, which could have a material and adverse effect on our business, operating results, financial condition, and prospects.

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The Financial Stability Oversight Council (“FSOC”) has recommended that federal and state regulators strengthen the prudential regulation of nonbank mortgage origination and servicing ~~companies.~~companies and has issued guidance describing the process FSOC would follow if it were to consider making a determination to subject a nonbank financial company to supervision by the Board of Governors of the Federal Reserve System and prudential standards. The FSOC has also been conducting a review of the ~~secondary-mortgage~~secondary mortgage market focused on the regulation of ~~Fannie Mae and Freddie Mac.~~the GSEs. Additionally, the Conference of State Bank Supervisors (“CSBS”) has issued a proposal for enhancing regulatory prudential standards for nonbank mortgage servicers subject to licensing and supervision by state financial regulators. The CSBS prudential regulatory proposal includes standards for capital, liquidity, risk management, data standards and integrity, data ~~protection/~~protection and cyber risk, corporate governance, servicing transfer requirements, and change of control requirements. To the extent that the FSOC and other regulators move forward with new prudential reforms of nonbank mortgage originators or servicers (including designating nonbank mortgage companies for heightened prudential regulation by the Federal Reserve), the markets they serve, or the ~~secondary-mortgage~~secondary mortgage market, it could materially affect the operating costs, competitiveness, business plan, and prospects of our business.

Our failure to comply with fair lending laws and regulations could lead to a wide variety of negative consequences.

Anti-discrimination statutes, such as the Fair Housing Act, ECOA, and other fair lending laws and regulations prohibit creditors from discriminating against loan applicants and borrowers based on certain characteristics, such as race, religion, and national origin. The Department of Justice and other federal agencies, including the CFPB, are ~~subject~~responsible for enforcing these laws and regulations. In 2015, the U.S. Supreme Court confirmed that the “disparate impact” theory applies to cases brought under the Fair Housing Act, while emphasizing that a causal relationship must be shown between a specific policy of the defendant and a discriminatory result that is not justified by a legitimate objective of the defendant. As a result, various federal regulatory agencies and departments take the position that these laws apply not only to intentional discrimination, but also to neutral practices that have a disparate impact on a group that shares a characteristic that a creditor may not consider in making credit decisions (i.e., creditor or servicing practices that have a disproportionately negative effect on a protected class of individuals). Although it is still unclear whether the theory applies under the ECOA, regulatory agencies and private plaintiffs can be expected to continue to apply it to both the Fair Housing Act and ECOA in the context of mortgage loan lending and servicing. Compliance with anti-discrimination prohibitions, and particularly the disparate impact theory, creates a significant administrative burden and potential liability for failure to comply. In addition, regulatory agencies and consumer advocacy groups are becoming more aggressive in asserting fair lending, fair housing and other claims that the practices of lenders and loan servicers result in a disparate impact on protected classes. A successful regulatory challenge to our performance under these fair lending laws and regulations could result in a wide variety of sanctions, including damages, injunctive or equitable relief, and civil money penalties. In addition to reputational harm, such sanctions could have a material adverse effect on our business, financial condition, and results of operations. Beyond exposure to potential fair lending or servicing claims under disparate impact theory, lenders face increasing regulatory, enforcement and litigation risk under the Fair Housing Act and ECOA from claims of “redlining” and “reverse redlining.” Redlining is the practice of avoiding providing services to individuals living in communities of color because of the race or national origin of the people who live in those communities. Reverse redlining is targeting an applicant in a certain neighborhood for a higher cost products or services. In late 2021, the Department of Justice launched a “combating redlining initiative” and partnership with other federal and state ~~licensing~~agencies, including the CFPB, to crack down on discriminatory lending practices, making clear they are a high priority across the financial services regulatory ecosystem. In addition, the CFPB has announced that it intends to use its authority under the Consumer Financial Protection Act to identify, prohibit, and ~~operational requirements.~~ prosecute discrimination as an unfair, deceptive, or abusive act or practices to target discriminatory conduct, even where fair lending laws such as the ECOA may not apply. More restrictive laws and regulations may be adopted in the future, and governmental bodies or courts may interpret existing laws or regulations in a more restrictive manner, which could make compliance more difficult or expensive. Any such changes in laws, regulations or interpretations could have a detrimental effect on our business.

Our failure to obtain and maintain the appropriate state licenses would prohibit us from originating or servicing mortgages in those states and adversely affect our operations.

Because we are not a federally chartered depository institution, we do not benefit from exemptions to state mortgage lending, loan servicing or debt collection licensing and regulatory requirements. In most states in which we operate, aone or more regulatory ~~agency or~~ agencies ~~regulates~~regulate and ~~enforces~~enforce laws relating to mortgage servicing companies and mortgage origination companies such as us. These rules and regulations generally require that we seek and maintain certain licenses and comply with certain business practice standards, including requirements as to the form and content of contracts and other documentation and the licensing of our employees. As a ~~non-bank~~nonbank mortgage lender, we are subject to licensure, regulation, and supervision by every state and district in which we do business. States examine ~~non-bank~~nonbank mortgage lenders and servicers periodically, depending on state law requirements and other factors such as the lender’s size and compliance history. These examinations may include a review of the ~~non-bank~~nonbank lender’s compliance with all federal and state consumer

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protection laws, compliance management system, and internal controls. Complying with this regulatory framework requires a meaningful dedication of management and financial resources. Changes to existing state legislation or the adoption of new state legislation, as well as our entry into new markets in states in which we had not previously operated, could increase our compliance costs. This could render business in any one state or states cost-prohibitive and could materially affect our business and our growth strategy. Any failure to comply with these licensing and operational requirements could have a material and adverse effect on our business, operating results, financial condition, and prospects.

Changes in the guidelines of the GSEs, FHA, VA, USDA, and Ginnie Mae could adversely affect our business.

We are required to follow specific guidelines and eligibility standards that impact the way we service and originate GSE and U.S. government agency loans, including guidelines and standards with respect to credit standards for mortgage loans, our staffing levels, and other servicing practices, and the servicing and ancillary fees that we may charge. In addition, we are required to meet certain minimum financial requirements relating to our net worth, capital ratio, and liquidity in order to sell the loans that we originate to certain investors, including the GSEs. A change in these guidelines could require us to expend additional resources to originate and service mortgages or make it more difficult for us to do so profitably or at all, and a failure to meet applicable financial requirements could materially impair our ability to originate and service loans, any of which could have a material and adverse effect on our business, operating results, financial condition, and prospects.

In August 2022, the Federal Housing Finance Agency and Ginnie Mae announced updated minimum financial eligibility requirements for Fannie Mae and Freddie Mac Seller/Servicers, and Ginnie Mae for single family issuers. The updated minimum financial eligibility requirements modify the definitions of tangible net worth and eligible liquidity, modify their minimum standard measurement and include a new risk-based capital ratio, among other changes. In September 2022, at the direction of the FHFA, Fannie Mae and Freddie Mac announced similar revisions to minimum financial eligibility requirements. The majority of the requirements became effective on September 30, 2023 with origination liquidity and certain other capital requirements effective as of December 31, 2023. On October 21, 2022, Ginnie Mae extended the compliance date for its risk-based capital requirements to December 31, 2024. Certain of these new capital requirements may impact liquidity in Ginnie Mae markets and while the ultimate impact remains uncertain, such requirements could have the effect of devaluing certain Ginnie Mae MSRs. If we misjudge the magnitude of the costs and benefits of these updated minimum financial eligibility requirements and their impacts on our business, our financial results could be negatively impacted.

In addition, changes in the nature or extent of the guarantees provided by ~~Fannie Mae, Freddie Mac,~~the GSEs, Ginnie Mae, the USDA or the VA, or the insurance provided by the FHA, or coverage provided by private mortgage insurers, could also have broad adverse market implications. Any future increases in guarantee fees or changes to their structure or increases in the premiums we are required to pay to the FHA or private mortgage insurers for insurance, or to the VA or the USDA for guarantees, could increase mortgage origination costs and insurance premiums for our clients. These industry changes could result in reduced demand for our mortgage services, resulting in reduced origination volume and profitability for us, which could materially and adversely affect our business, operating results, financial condition, and prospects.

Material changes to the laws, regulations or practices applicable to reverse mortgage programs operated by FHA and HUD could adversely affect our reverse mortgage business.

We acquired Cherry Creek Mortgage LLC in April 2023 and as a result now originate reverse mortgage loan products. The reverse mortgage industry is largely dependent upon the FHA and HUD, and there can be no guarantee that these entities will retain Congressional authorization to continue the Home Equity Conversion Mortgage (“HECM”) program or that they will not make material changes to the laws, regulations, rules or practices applicable to reverse mortgage programs. The vast majority of reverse mortgage loan products we originate are HECMs, which are FHA-insured loans that must comply with the FHA’s and other regulatory requirements. Guild may also originate non-HECM reverse mortgage products, for which there is a limited secondary market. The FHA regulations governing the HECM products have changed from time to time. For example, FHA has added disbursement limits that restrict the amount of loan proceeds that a borrower can receive during the first year of the loan, implemented collateral risk assessment guidelines that require HECM lenders to obtain a second property appraisal if FHA determines that additional support for the collateral value is needed, and added credit-based underwriting criteria designed to assess borrowers’ ability and willingness to meet their financial obligations. Our reverse mortgage business is also subject to state statutory and regulatory requirements including, but not limited to, licensing requirements, required disclosures and permissible fees. If we fail to comply with applicable laws and regulations relating to the origination of reverse mortgages, we could be subject to adverse regulatory actions, including potential fines, penalties or sanctions, and our business, reputation, and financial condition could be adversely affected. We continue to evaluate our reverse mortgage business and the future loan production under such business remains uncertain.

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Our actual or perceived failure to comply with stringent and evolving laws, regulations, rules, contractual obligations, policies and other obligations related to data privacy and security may materially and adversely affect us.

In the ordinary course of our business, we and the third parties upon which we rely, may collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, and share (collectively, process) personal data and other sensitive information, including proprietary and confidential business data, trade secrets, intellectual property, sensitive third-party data and financial information. Our data processing activities may subject us to numerous data privacy and security obligations, such as various laws, regulations, guidance, industry standards, external and internal privacy and security policies, contractual requirements, and other obligations relating to data privacy and security.

Federal, state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, financial privacy laws (e.g., the GLBA), consumer protection laws (e.g., Section 5 of the FTCA), and other similar laws (e.g., wiretapping laws). For example, the TCPA imposes various consumer consent requirements and other restrictions on certain telemarketing activity and other communications with consumers by phone, fax or text message. TCPA violations can result in significant financial penalties, including penalties or criminal fines imposed by the Federal Communications Commission or fines of up to $1,500 per violation imposed through private litigation or by state authorities. As another example, the California Consumer Privacy Act of 2018 (“CCPA”) requires businesses to provide specific disclosures in privacy notices and honor requests of California residents to exercise certain privacy rights. The CCPA provides for civil penalties of up to $7,500 per violation and allows private litigants affected by certain data breaches to recover significant statutory damages. The California Privacy Rights Act of 2020, which became operative on January 1, 2023, expanded the CCPA’s requirements to apply to personal information of business representatives and employees and established a new regulatory agency to implement and enforce the law. Other states, such as Virginia, Colorado, Utah and Connecticut, have also passed comprehensive privacy laws, and similar laws are being considered in several other states., as well as at the federal and local levels. These developments may further complicate compliance efforts, and may increase legal risk and compliance costs for us, the third parties upon whom we rely, and our customers.

We may be bound by contractual obligations related to data privacy and security, and our efforts to comply with such obligations may not be successful. For example, certain privacy laws, such as the CCPA, allow our customers to impose specific contractual restrictions on their service providers. We may also be contractually subject to industry standards adopted by industry groups and may become subject to such obligations in the future. We may publish privacy policies, marketing materials and other statements, such as compliance with certain certifications or self-regulatory principles, regarding data privacy and security. If these policies, materials or statements are found to be deficient, lacking in transparency, deceptive, unfair, or misrepresentative of our practices, we may be subject to investigation, enforcement actions or other adverse consequences.

Obligations related to data privacy and security are quickly changing, becoming increasingly stringent, and creating regulatory uncertainty. Additionally, these obligations may be subject to differing applications and interpretations, which may be inconsistent or conflict among jurisdictions. Preparing for and complying with these obligations requires us to devote significant resources. These obligations may necessitate changes to our services, information technologies, systems, and practices and to those of any third parties that process personal data on our behalf. We may at times fail (or be perceived to have failed) in our efforts to comply with our data privacy and security obligations. Moreover, despite our efforts, our personnel or third parties on whom we rely on may fail to comply with such obligations, which could negatively impact our business operations. If we or the third parties on which we rely fail, or are perceived to have failed, to address or comply with applicable data privacy and security obligations, we could face significant consequences, including but not limited to: government enforcement actions (e.g., investigations, fines, penalties, audits, inspections, and similar); litigation (including class-action claims); additional reporting requirements and/or oversight; bans on processing personal data; and orders to destroy or not use personal data. Any of these events could have a material adverse effect on our reputation, business, or financial condition, including but not limited to: loss of customers; inability to process personal data or to operate in certain jurisdictions; limited ability to develop or commercialize our services; expenditure of time and resources to defend any claim or inquiry; adverse publicity; or substantial changes to our business model or operations.

We may from time to time be subject to litigation, which may be extremely costly to defend, could result in substantial judgment or settlement costs and could subject us to other remedies.

From time to time, we have been, and may continue to be, involved in various legal proceedings, including, but not limited to, actions related to our lending and servicing practices as well as alleged violations of the local, state and federal laws to which our business is subject. Claims may be expensive to defend and may divert management’s time away from our operations, regardless of whether they are meritorious or ultimately lead to a judgment against us. We cannot assure you that we will be able to successfully defend or resolve any current or future litigation matters, and the resolution of such matters may result in significant financial payments by, or penalties imposed upon, us, restrictions on our business and operations, or other remedies, in

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which case those litigation matters could have a material and adverse effect on our business, operating results, financial condition and prospects.

Risks Related to Our Organization and Structure

We ~~will be~~are controlled by ~~McCarthy Capital Mortgage Investors, LLC (“MCMI”),~~MCMI, and MCMI’s interests may conflict with our interests and the interests of our other stockholders.

MCMI holds all of our issued and outstanding Class B common stock and controls approximately ~~95%~~95.1% of the combined voting power of our outstanding common stock. As a result, MCMI controls any action requiring the general approval of our stockholders, including the election of our Board of Directors, the adoption of amendments to our certificate of incorporation and bylaws, and the approval of any merger or sale of substantially all of our

assets. So long as MCMI continues to directly or indirectly own a significant amount of our equity, even if such amount is less than a majority of the combined voting power of our outstanding common stock, MCMI will continue to be able to substantially influence the outcome of votes on all matters requiring approval by the stockholders. The interests of MCMI could conflict with or differ from our interests or the interests of our other stockholders. For example, the concentration of ownership held by MCMI could delay, defer or prevent a change of control of our Company or impede a merger, takeover or other business combination that may otherwise be attractive to us or our other stockholders.

~~We are~~

As a “controlled ~~company” within the meaning of the NYSE rules and, as a result,~~company,” we ~~are permitted, and elect, to~~ rely on exemptions from certain corporate governance requirements that provide protection to stockholders of other companies.

Because MCMI controls a majority of the combined voting power of our outstanding common stock, we are considered a ~~controlled company~~“controlled company” under the applicable rules of the ~~NYSE.~~New York Stock Exchange (“NYSE”). As a controlled company, we are permitted to elect not to comply with certain corporate governance requirements of the NYSE, including the requirements that:

•

~~a majority of our Board of Directors consist of independent directors;~~

•

~~we have a nominating and corporate governance committee that is composed entirely of independent directors; and~~

•a majority of our Board of Directors consist of independent directors;

~~we have a compensation committee that is composed entirely of independent directors.~~

•we have a nominating and corporate governance committee that is composed entirely of independent directors; and

•we have a compensation committee that is composed entirely of independent directors.

These requirements will not apply to us as long as we remain a controlled company. Accordingly, investors in our Class A common stock may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.

We have currently elected not to rely on the exemptions above, however we may choose to do so at any time.

Our directors and executive officers have significant control over our business.

Our directors and executive officers beneficially own, directly or indirectly, in the aggregate, approximately ~~36.5%~~35.4% of the outstanding shares of our Class A common stock and 100% of the outstanding shares of our Class B common stock (to the extent the Chairman of our Board of Directors may be deemed to beneficially own all of the shares of our Class B common stock beneficially owned by MCMI), representing an aggregate of approximately ~~97.1%~~96.8% of the combined voting power of our outstanding common stock. As a result, in addition to their day-to-day management roles, our executive officers and directors will be able to exercise significant influence on our business as stockholders, including influence over election of members of the Board of Directors and the authorization of other corporate actions requiring stockholder approval.

We are a holding company and depend upon distributions from GMC to meet our obligations.

We are a holding company with no material assets other than our ownership of equity interests in GMC, which is our wholly owned subsidiary. Our ability to pay dividends and to pay taxes and cover other expenses depends on the financial results and cash flows of GMC. As the sole member of GMC, we intend to cause GMC to make distributions to us in amounts sufficient to meet our obligations. Certain laws and regulations, however, may result in restrictions on GMC’s ability to make distributions to us. To the extent that we need funds and GMC is restricted from making such distributions under applicable law or regulation or under the terms of any of its financing arrangements, we may not be able to obtain funds on terms acceptable to us or at all and as a result could suffer an adverse effect on our liquidity and financial condition.

Risks Related to our Class A Common Stock

Sales of a substantial number of shares of our Class A common stock by our existing stockholders in the public market could cause the price of our Class A common stock to fall.

Sales of a substantial number of shares of our Class A common stock in the public market, or the perception that these sales might occur, could significantly reduce the market price of our Class A common

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stock. If our existing stockholders sell, or indicate an intention to sell, substantial amounts of our common stock (including shares of our Class B common stock that would convert to Class A common stock in connection with such sales) in the public market, ~~after the lock-up and legal restrictions on resale entered into in connection with our IPO expire,~~ the trading price of our Class A common stock could substantially decline. Furthermore, if MCMI or our executive officers and directors were to sell a substantial portion of the shares they hold, it could cause ~~our~~ the price of our Class A common stock to decline.

Our issuance of capital stock in connection with financings, acquisitions, investments, our equity incentive plans or otherwise would dilute all other stockholders.

We may issue capital stock in the future. Any such issuance would result in dilution to all other stockholders. In the future, we may issue stock, including as a grant of equity awards to employees, directors, and consultants under our equity incentive plans, to raise capital through equity financings or to acquire or make investments in companies, products or technologies for which we may issue equity securities as consideration or for financing purposes. Any such issuances of capital stock in the future may cause stockholders to experience significant dilution of their ownership interests and the per share value of our Class A common stock to decline.

~~We do not intend to~~

Although we have paid dividends in the past, there is no assurance that we will pay dividends in the ~~foreseeable~~ future.

~~We do not anticipate declaring or paying regular~~

Although we have paid some special dividends in the past, there is no assurance that we will pay cash dividends on our Class A common stock in the ~~foreseeable~~ future.~~Instead, we~~ We anticipate that most ~~or all~~ of our future earnings will be retained to support our operations and finance the growth and development of our business. Any future determination to declare and pay cash dividends, if any, will be made at the discretion of our Board of Directors and will depend on a variety of factors, including applicable laws, our financial condition, results of operations, contractual restrictions, capital requirements, business prospects, general business or financial market conditions, and other factors our Board of Directors may deem relevant. Because we are a holding company, our ability to pay dividends depends on our receipt of cash dividends from GMC, which may further restrict our ability to pay dividends. Investors should not purchase our Class A common stock with the expectation of receiving cash dividends.

Certain provisions in our certificate of incorporation and bylaws and of Delaware law may prevent or delay an acquisition of Guild, which could decrease the trading price of our Class A common stock.

Our certificate of incorporation, bylaws, and Delaware law contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive

to the bidder and to encourage prospective acquirers to negotiate with our Board of Directors rather than to attempt a hostile takeover. These provisions include, ~~among others, those establishing:~~

•

~~a dual class common stock structure, which provides MCMI with the ability to control the outcome~~for example, our dual class common stock structure, classified board, the authority of ~~matters requiring stockholder approval, even if it beneficially owns significantly less than a majority of the shares of our outstanding common stock;~~

•

the division of our Board of Directors into three classes of directors, with each class serving a staggered three-year term, which could have the effect of making the replacement of incumbent directors more time-consuming and difficult;

•

~~the inability of our stockholders to call a special meeting;~~

•

~~the inability of our stockholders to act by written consent after MCMI and its affiliated private equity funds cease to beneficially own a majority of the combined voting power of our capital stock;~~

•

~~rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings;~~

•

~~the right of our Board of Directors to issue preferred stock without stockholder approval;~~

•

the inability of stockholders to remove directors without cause after MCMI, any other investment funds affiliated with MCMI, and any company or other entity controlled by, controlling or under common control with MCMI or any such investment fund (other than any portfolio company)cease to beneficially own a majority of the combined voting power of our capital stock; and

•

~~the ability of our directors, not our stockholders, to fill vacancies on the Board of Directors.~~

In addition, because we have not elected to be exempt from Section 203 of the Delaware General Corporation Law (the “DGCL”), this provision could also delay or prevent a change of control that stockholders may favor. Section 203 of the DGCL provides that, subject to limited exceptions, a person that acquires, or is affiliated with a person that acquires, more than 15% of the outstanding voting stock of a Delaware corporation (an “interested stockholder”) must not engage in any business combination with that corporation, including by merger, consolidation or acquisitions of additional shares, for a three-year period following the date on which the person became an interested stockholder, unless (i) prior to such time, the board of directors of such corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; (ii) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of such corporation at the time the transaction commenced (excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) the voting stock owned by directors who are also officers or held in employee benefit plans in which the employees do not have a confidential right to tender or vote stock held by the plan); or (iii) on or subsequent to such time the business combination is approved by the board of directors of such corporation and authorized at a meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock of such corporation not owned by the interested stockholder.

~~We believe these provisions protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with~~ our Board of Directors to issue preferred stock, limitations on stockholder action after MCMI and ~~by providing~~its affiliated private equity funds cease to beneficially own a majority of the combined voting power of our ~~Board of Directors~~capital stock, advance notice bylaws provisions, and prohibitions under Delaware law on a business combination with ~~more time to assess any acquisition proposal.~~ an interested shareholder.

These provisions ~~are not intended~~may have the effect of deterring a third party from making a proposal to ~~make Guild immune from takeovers. However, these provisions will apply even if~~acquire us or of impeding a change in control under circumstances that otherwise could provide the ~~offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that~~holders of our ~~Board~~common stock with the opportunity to realize a premium over the then-prevailing market price of ~~Directors determines is not in the best interests of Guild and its stockholders.~~our Class A common stock. These provisions may also prevent or discourage attempts to remove and replace incumbent directors.

~~Our Board of Directors has the ability to issue blank check preferred stock, which may discourage or impede acquisition attempts or other transactions.~~

Our Board of Directors has the power, subject to applicable law, to issue series of preferred stock that could, depending on the terms of the series, impede the completion of a merger, tender offer or other takeover attempt. For instance, subject to applicable law, a series of preferred stock may impede a business combination by including class voting rights, which would enable the holder or holders of such series to block a proposed transaction. Our Board of Directors will make any determination to issue shares of preferred stock based on its judgment as to our and our stockholders’ best interests. Our Board of Directors, in so acting, could issue shares of preferred stock having terms which could discourage an acquisition attempt or other transaction that some, or a majority, of the stockholders may believe to be in their best interests or in which stockholders would have received a premium for their stock over the then-prevailing market price of the stock.

~~Our certificate of incorporation contains an exclusive forum provision that may discourage lawsuits against us and our directors and officers.~~

Our certificate of incorporation provides that, unless the Board of Directors otherwise determines, the state courts in the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal court for the District of Delaware, will be the sole and exclusive forum for any derivative action or proceeding brought on behalf of Guild, any action asserting a claim of breach of a fiduciary duty owed by any director or officer of Guild to Guild or Guild’s stockholders, any action asserting a claim against Guild or any director or officer of Guild arising pursuant to any provision of the DGCL or Guild’s certificate of incorporation or bylaws, or any action asserting a claim against Guild or any director or officer of Guild governed by the internal affairs doctrine under Delaware law (collectively, the “covered actions”). This exclusive forum provision applies to all covered actions, including any covered action in which the plaintiff chooses to assert a claim or claims under federal law in addition to a claim or claims under Delaware law, although stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. This exclusive forum provision does not

apply to actions that do not assert any covered Delaware state law claims, such as, for example, any action asserting solely federal securities law claims, and the enforceability of similar choice of forum provisions in other companies’ organizational documents has been challenged in legal proceedings and it is possible that, in connection with claims arising under federal securities laws or otherwise, a court could find this exclusive forum provision to be inapplicable or unenforceable.

This exclusive forum provision may limit the ability of Guild’s stockholders to bring a claim in a judicial forum that such stockholders find favorable for disputes with Guild or Guild’s directors or officers, which may discourage such lawsuits against Guild and Guild’s directors and officers. Alternatively, if a court were to find this exclusive forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings described above, Guild may incur additional costs associated with resolving such matters in other jurisdictions or forums, which could materially and adversely affect Guild’s business, financial condition or results of operations.

The dual class structure of our common stock may adversely affect the trading market for our Class A common stock.

We cannot predict the potential effects our dual class structure may have on our Class A common stock, such as a lower or more volatile market price. In 2017, S&P Dow Jones and FTSE Russell announced that they would begin excluding most newly public companies with multiple classes of shares of common stock from being added to certain indices, including the Russell 2000, the S&P 500, the S&P MidCap 400 and the S&P SmallCap 600. As a result, our dual class capital structure would make us ineligible for inclusion in any of these indices, and mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track these indices likely will not invest in our stock. Furthermore, we cannot assure you that other stock indices will not take a similar approach to S&P Dow Jones or FTSE Russell in the future. It is unclear what effect, if any, these policies will have on the valuations of publicly traded companies excluded from these indices. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, however, it is possible that exclusion from such indices could make our Class A common stock less attractive to investors. As a result, the market price of our Class A common stock could be adversely affected.

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Risks Related to Being a Public Company

Our quarterly and annual operating results or other operating metrics may fluctuate significantly and may not meet expectations of research analysts, which could cause the trading price of our Class A common stock to decline.

Our quarterly and annual operating results and other operating metrics have fluctuated in the past and may in the future fluctuate as a result of a number of factors, many of which are outside of our control and may be difficult to predict. Period-to-period variability or unpredictability of our results could result in our failure to meet our expectations or those of any analysts that cover us or investors with respect to revenue or other operating results for a particular period. If we fail to meet or exceed such expectations for these or any other reasons, the market price of our Class A common stock could decline significantly, and we could face litigation, including securities class action litigation.

If we fail to maintain effective internal control over financial reporting or disclosure controls and procedures, we may be unable to report our financial results accurately on a timely basis, which would result in the loss of investor confidence, delisting, claims or investigations, and cause the market price of our Class A common stock to decline.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for evaluating and reporting on our system of internal control. We are required to furnish annually a report by management on the effectiveness of our internal control over financial reporting. Also, as a publicly-traded company, we are required to maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file with, or submit to, the SEC is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

In our Annual Report for the fiscal year ended December 31, 2021, we reported having a material weakness because we did not have a sufficient complement of personnel with requisite experience in the design and operation of controls and did not perform an effective risk assessment, including risk of fraud. During fiscal year 2022, we developed and executed measures to remediate this material weakness and our management concluded that this material weakness in our internal control over financial reporting was remediated as of December 31, 2022.

However, we cannot assure you that in the future those controls and procedures will be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our consolidated financial statements or that our disclosure controls and procedures will remain effective. If we do not maintain effective internal control over financial reporting or effective disclosure controls and procedures, we may be unable to report our financial results accurately on a timely basis or detect and prevent fraud, which could cause our reported financial results to be misstated. As a result, investors, counterparties and consumers may lose confidence in the accuracy and completeness of our financial and other reports filed with, or submitted to, the SEC, our access to capital markets and perceptions of our creditworthiness could be adversely affected, and the market price of our Class A common stock could decline. In addition, if we fail to timely file our reports with the SEC, we may be subject to potential delisting action by the NYSE or claims from our stockholders.We also may become subject to investigations by the SEC or other regulatory authorities, which could require additional financial and management resources. These events could have a material and adverse effect on our business, operating results, financial condition and cause the market price of our Class A common stock to decline.

ITEM 1B. UNRESOLVED STAFF COMMENTS

~~Not applicable.~~

None.

ITEM 1C. CYBERSECURITY

Cybersecurity Risk Management and Strategy

We manage cybersecurity risk through our enterprise-wide risk framework as described below.

Within our enterprise-wide risk framework, we maintain programs that assess, identify, and manage information technology (IT) risk generally and material risks from cybersecurity threats specifically. Our cybersecurity risk program is designed by our IT governance team in collaboration with our risk committee and executive officers to ensure that risks from cybersecurity threats are identified, multiple layers of protection are operating effectively, detection and response to cyber security threats are in place, and recovery of core business processes and systems is documented and tested. Our cybersecurity risk program follows the National Institute of Standards and Technology Cyber Security Framework (NIST CSF). We also use third-party service providers to help enhance our cybersecurity capabilities and to assist us with cybersecurity program assessments and penetration testing, including providing the function of a Chief Information Security Officer.

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Specific features of our cybersecurity risk program include (1) periodic assessment of risks arising from cybersecurity threats, including a NIST CSF risk assessment, application risk assessment, and a business continuity and disaster recovery impact assessment; (2) initiatives relating to the design, operation and monitoring of the IT risk management program and the cybersecurity risk program; (3) creation and maintenance of redundancies for core business systems such as Guild’s originations and servicing systems; (4) training for all personnel on aspects of cybersecurity threats, cybersecurity awareness campaigns company wide, and additional training for certain other employee groups; (5) an incident response plan that outlines the steps we will take to respond to a cybersecurity incident; and(6) periodic cybersecurity exercises and internal cybersecurity incident simulations.

While the majority of our technology used throughout our company is proprietary, we use third parties to provide IT applications or IT infrastructure that maintain or support our operations. For certain third parties, we have processes to oversee and identify risk from cybersecurity threats through our contract management process.

Material Effects from Cybersecurity Incidents

We have dedicated significant resources toward our efforts to protect our business from the risk of cybersecurity threats. Cybersecurity risk management, data security, privacy, and cyber supply chain risk management activities are integrated into our operations and inform our business strategy.

Although to date we have not experienced any cybersecurity incidents resulting, or reasonably likely to result in, a material impact to our company, including to our business, financial condition, and results of operations, there is no assurance that our cybersecurity risk management program will prevent cybersecurity incidents from having such impacts in the future.

Cybersecurity Governance

Role of Our Board and Audit Committee

Our Board of Directors and Audit Committee oversee our risk management program which includes cybersecurity risk along with other operational and compliance risks. Information provided covers various aspects of our cyber defense including incident analysis and third party reports. We have a process in place so that information regarding potentially material cybersecurity incidents is escalated to the Audit Committee and Board of Directors.

Role of Our Management

The company is responsible for assessing and managing cybersecurity risks by establishing and maintaining processes and programs designed to assess, identify, prevent, manage, detect, respond to, and mitigate potential cybersecurity threats as described above.

Our Chief Information Officer leads our information security department, which is primarily responsible for implementing and maintaining our cybersecurity risk management program. The Chief Information Officer has over 30 years of experience in information technology in the mortgage origination and servicing industry, including prior service as the CIO for other mortgage institutions. The cybersecurity risk management program includes teams focused on information security, IT governance and IT operations. The information security program is also supported by personnel in legal and compliance, and application development. Guild personnel that work on cybersecurity risk management have achieved such professional certifications as Certified Information Systems Security Professional (CISSP) and Certified Cloud Security Professional (CCSP).

The Chief Information Officer also is a member of our risk committee. The risk committee oversees on an enterprise-wide basis Guild’s risk management framework, including cybersecurity risk. The IT security and IT governance teams report regularly to the risk committee on KRIs that track Guild’s monitoring of key cybersecurity risks and remediation initiatives. The other members of the risk committee include the Chief Executive Officer, President and Chief Operating Officer, Chief Financial Officer and Chief Compliance Officer.

ITEM 2. PROPERTIES

Our principal executive office is located in San Diego, California. In addition to our San Diego office, we operate from approximately ~~200~~350 branch offices and ~~124~~180 satellite offices located ~~in 32 states.~~throughout the United States as of December 31, 2023. We lease our principal executive office ~~and~~under a lease that expires in November 2030. We also lease each of our branch and satellite offices. The square footage of our principal executive office is 141,696 square feet and the average square footage of our branch ~~and satellite~~ offices is approximately ~~3,800~~2,400 square ~~feet and approximately 1,750 square feet, respectively.~~

feet. Our financial obligations under our leases are not material to the scope of our operations.

ITEM 3. LEGAL PROCEEDINGS

We are, and from time to time may become, involved in legal and regulatory proceedings or subject to claims arising in the ordinary course of our business. We operate within highly regulated industries on a federal, state and local level and are routinely subject to various examinations and legal and regulatory proceedings in

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the normal and ordinary course of business. We are not presently a party to any legal or regulatory proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations and financial condition.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

~~part~~

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

~~The Company has~~

We have two classes of common stock: Class A common stock and Class B.B common stock. The Class A common stock is traded on the New York Stock Exchange under the symbol “GHLD.” There is no public market for ~~the Company’s~~our Class B common stock. However, under the terms of ~~the Company’s~~our Amended and Restated Certificate of Incorporation, the holder of Class B common stock may convert any portion or all of the holder’s shares of Class B common stock into an equal number of shares of Class A common stock at any time.

Holders of Record

As of March ~~12, 2021,~~7, 2024, there were ~~19,666,981 issued and outstanding shares~~15 stockholders of record of our Class A common ~~stock held by 21~~stock. The actual number of stockholders is greater than the number of record holders and ~~there were 40,333,019 issued~~includes stockholders who are beneficial owners but whose shares are held in street name by brokers and ~~outstanding shares~~other nominees. As of March 7, 2024, we had one record holder of our Class B common stock, ~~held by one stockholder of record. The number of record holders was determined from~~MCMI.

Dividends

Although the ~~records of our transfer agent and does not include beneficial owners of shares of Common Stock whose shares are held~~Company has issued special dividends in the ~~names of various security brokers, dealers, and registered clearing agencies.~~

~~Dividends~~

~~We have not paid any cash dividends on our Common Stock to date and do not intend to pay cash dividends. The~~past, the payment of cash dividends in the future will be dependent upon our ~~revenues and earnings, if any,~~future financial performance, capital requirements, potential alternative uses of cash, and our general financial condition. The payment of any cash dividends will be within the discretion of our Board of Directors at such time. Further, our ability to declare dividends may be limited by restrictive covenants in connection with our indebtedness.

~~Securities Authorized for Issuance Under~~

Purchases of Equity ~~Compensation Plans~~

~~In October 2020, the Board~~Securities

The following table provides information with respect to Guild’s repurchases of ~~Directors adopted, and our then-current shareholders approved, our 2020 Omnibus Incentive Plan (the “2020 Plan”).~~

Equity Compensation Plan Information

Plan category

Number of
securities
to be issued
upon
exercise of
outstanding
options,
warrants
and rights
(a)

Weighted-
average
exercise
price of
outstanding
options,
warrants
and
rights (b)

Number of
securities
remaining
available for
future
issuance
under equity
compensation
plans
(excluding
securities
reflected in
column (a))
(c)

Equity compensation plans approved by security holders

1,440,334

$
—

4,059,666

Equity compensation plans not approved by security holders

—

—

—

Total

1,440,334

$
—

4,059,666

~~Recent Sales~~shares of ~~Unregistered Securities~~

~~We did not have any sales of unregistered equity securities~~its Class A common stock during the three months ended December 31, ~~2020.~~

~~Use~~2023:


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (in thousands)(1)
October 1, 2023 to October 31, 2023	62,872	$	11.30	62,872	$	11,590
November 1, 2023 to November 30, 2023	22,153	$	12.10	22,153	$	11,322
December 1, 2023 to December 31, 2023	12,532	$	12.88	12,532	$	11,161
Total	97,557	$	11.69	97,557

_____________________________

(1) On May 5, 2022, our Board of ~~Proceeds~~

~~None.~~

~~Purchases~~Directors approved a share repurchase program for the repurchase of up to $20.0 million of our outstanding Class A common stock over a period of 24 months from such date. On March 7, 2024, our Board of Directors extended the share repurchase program to May 5, 2025. As of December 31, 2023, $11.2 million remains available for repurchase. The share repurchase program allows us to repurchase shares of our Class A common stock from time to time on the open market or in privately negotiated transactions. We are not obligated to purchase any shares under the share repurchase program and the timing of any repurchases will depend on a number of factors, including, but not limited to, stock price, trading volume, market conditions, and other general business considerations. The share repurchase program may be modified, suspended or terminated by our Board of Directors at any time.

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Equity ~~Securities by~~Compensation Plan Information

For information regarding securities authorized for issuance under the ~~Issuer~~Company’s equity compensation plans, see “Part III, Item 12. Security Ownership of Certain Beneficial Owners and ~~Affiliated Purchasers~~

~~None.~~

Management and Related Stockholder Matters.”

ITEM 6. [RESERVED]

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to highlight and supplement data and information presented elsewhere in this Annual Report, including the consolidated financial statements and related notes thereto included in Part II, Item 8. The following discussion includes forward-looking statements that reflect our plans, estimates and assumptions and involve numerous risks and uncertainties, including, but not limited to, those described in the ~~“Risk~~“Item 1A. Risk Factors” section of this Annual Report. See also “Cautionary ~~Note~~Statement Regarding Forward-Looking Statements.” Future results could differ significantly from the historical results presented in this section.

Business and Executive Overview

~~We started our business in 1960 and are among the longest-operating seller servicers in the United States. We are~~

Guild is a growth-oriented mortgage company that employs a relationship-based loan sourcing strategy to execute our mission of delivering the promise of ~~home ownership~~homeownership in neighborhoods and communities across the United States. Our business model is centered on providing a personalized mortgage-borrowing experience that is delivered by our knowledgeable loan officers and supported by our diverse product offerings. ~~Throughout these individualized interactions,~~

Our operations consist of two distinct but related reportable segments that we ~~work~~refer to ~~earn our clients’ trust and confidence~~ as a financial partner that can help them find their way through life’s changes and build for the future. Through steady organic growth and a series of targeted acquisitions, we grew our annual origination volume from $1.4 billion for the year ended December 31, 2007 to $35.3 billion for the year ended December 31, 2020 and grew our servicing portfolio from $2.5 billion of UPB as of December 31, 2007 to $60.0 billion of UPB as of December 31, 2020. Unless otherwise indicated, the UPB of our servicing portfolio excludes any subserviced loans. The historical information below is provided to show compounded annual growth since 2007, when Guild Mortgage Company was purchased from its founder by a management-led partnership that included a majority investment from MCMI.

~~Guild’s Annual Origination Volume and Market Share~~

~~Source: Inside Mortgage Finance Publications, Inc. Copyright~~ ^© ~~2020. Used with permission.~~

~~(1)~~

~~CAGR is equal to the compound annual growth rate of Guild’s annual origination volume for the year ended December 31, 2007 through the year ended December 31, 2020.~~

~~Servicing Portfolio Growth~~

~~(UPB as of period end)~~⁽¹⁾

~~(1)~~

~~Excludes subservicing portfolio of $844.6 million as of December 31, 2020.~~

~~Executive Summary of Results of Operations for Periods Presented~~

~~Year Ended December 31, 2020 Summary~~

For the year ended December 31, 2020, we originated $35.3 billion of mortgage loans compared to $21.8 billion for the year ended December 31, 2019, representing an increase of $13.5 billion or 61.4%. This increase was primarily due to decreased interest rates, which led to an increase in origination volume across the U.S. mortgage market. Our servicing portfolio as of December 31, 2020 was $60.0 billion of UPB compared to $49.3 billion of UPB as of December 31, 2019, with the average size of the portfolio increasing 15.3% over that time. We generated $370.6 million of net income for the year ended December 31, 2020 compared to $5.6 million for the year ended December 31, 2019. We generated $523.8 million of Adjusted Net Income for the year ended December 31, 2020 compared to $139.1 million for the year ended December 31, 2019, representing a 276.6% increase, and we generated $714.3 million of Adjusted EBITDA for the year ended December 31, 2020 compared to $201.5 million for the year ended December 31, 2019, representing a 254.5% increase. Please see “—~~Non-GAAP Financial Measures~~” for further information regarding our use of Adjusted Net Income and Adjusted EBITDA, including limitations related to such non-GAAP measures and a reconciliation of such measures to net income, the nearest comparable financial measure calculated and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The above-described increase in Adjusted Net Income and Adjusted EBITDA was primarily due to the increase in loan origination fees and gain on sale of loans, net of $939.1 million for the year ended December 31, 2020 compared to the year ended December 31, 2019. The increase in loan origination fees and gain on sale of loans, net was driven by the increase in origination volume described above, as well as an increase in gain on sale margins on originated loans, which increased 122 basis points or 32.3% for the year ended December 31, 2020 compared to the year ended December 31, 2019. This increase in gain on sale margins was primarily due to an increase in the secondary marketing spread because of market volatility and low interest rates, which caused industry capacity constraints. Our increased origination volume also resulted in an increase in variable salaries, incentive compensation and benefits expense of $375.6 million or 65.0% for the year ended December 31, 2020 compared to the year ended December 31, 2019.

Net Income includes a loss of $296.3 million due to a decrease in the fair value of our MSRs resulting from a decrease in projected duration of cash flow collections during the period. Comparatively, for the year ended December 31, 2019, we recognized a loss of $255.2 million due to a decrease in the fair value of MSRs. According to the Mortgage Finance Forecast from the Mortgage Bankers Association (the “MBA Mortgage Finance Forecast”), average 30-year mortgage rates declined by 90 basis points from December 31, 2019 to December 31, 2020. A decline of this nature generally results in higher prepayment speeds and a subsequent downward adjustment to the fair value of our MSRs for the loans that still exist in our portfolio. However, when rates decline, our origination ~~volume generally increases as refinance opportunities increase.~~

~~Management believes that maintaining both an origination segment~~ and a servicing segment provides us with a more balanced business model in both rising and declining interest rate environments, compared to other industry participants that predominately focus on either origination or servicing, instead of both.segments. In addition, one of our business strategies is to seek to recapture mortgage transactions when our borrowers prepay their loans. During the year ended December 31, 2020, we had a 26% purchase recapture rate, a 66% refinance recapture rate and a 60% overall recapture rate, compared to 26%, 64% and 56%, respectively, for the year ended December 31, 2019. Purchase recapture is calculated based on those clients who originate a new mortgage for the purchase of a home, and refinance recapture is calculated based on those clients who originate a new mortgage to refinance an existing mortgage. Overall recapture rate is calculated as the ~~total~~ratio of (i) UPB of our clients that originated a new mortgage with us

for the purchase of a home in a given period, ~~divided by~~to (ii) total UPB of our clients that paid off their existing mortgage as a result of selling their home in a given period. Refinance recapture rate is calculated as the ratio of (i) UPB of our clients that originated a new mortgage loan for the purpose of refinancing an existing mortgage with us in a given period, to (ii) total UPB of our clients that paid off their existing mortgage as a result of a refinance in the same period. Overall recapture rate for a given period is calculated as the ratio of (i) UPB of our clients from both purchase and refinance transactions in a given period, to (ii) the total UPB of our clients that paid off their existing mortgage and originated a new mortgage in ~~the same~~a given period. This calculation excludes clients to whom we did not actively market due to contractual prohibitions or other business reasons.

~~Recent Developments~~

~~COVID-19 Pandemic~~

~~Business Operations~~ Our calculation of purchase recapture rate and ~~Liquidity~~

~~We continue~~overall recapture rate may be different than or otherwise not comparable to ~~closely monitor~~similarly named rates used by other companies.

Executive Summary

This executive summary highlights selected 2023 and 2022 financial information that should be considered in the ~~economic impact resulting from~~context of the ~~COVID-19 pandemic. Although we experienced record origination volume~~additional discussions below. The UPB of our servicing portfolio excludes any subserviced loans.

•Guild originated $15.3 billion and ~~increased profit margins in our origination segment~~$19.3 billion of mortgage loans for the years ended December 31, 2023 and 2022, respectively. Mortgage interest rates rose sharply during 2022 and remained elevated during the year ended December 31, ~~2020,~~2023. Rising mortgage interest rates, high home prices and low inventory have caused mortgage demand to drop, which has caused significant declines in Guild origination volume and the ~~COVID-19 pandemic has~~origination volume across the U.S. mortgage market.

•Purchase originations accounted for 93.4% and 81.2% of Guild’s total originations for the years ended December 31, 2023 and 2022, respectively. According to the MBA's February 2024 Mortgage Finance Forecast, purchase originations accounted for 80.8% and 70.3% of total one-to-four family originations for the years ended December 31, 2023 and 2022, respectively.

•Guild’s servicing portfolio as of December 31, 2023 was $85.0 billion of UPB compared to $78.9 billion of UPB as of December 31, 2022, with the average size of the portfolio increasing 9.4% over that time.

•Guild generated $39.0 million of net loss and $328.6 million of net income for the years ended December 31, 2023 and 2022, respectively.

•Guild generated $48.0 million and $70.0 million of Adjusted Net Income for the years ended December 31, 2023 and 2022, respectively and Adjusted Diluted Earnings Per Share of $0.78 and $1.14 for the years ended December 31, 2023 and 2022, respectively.

•Guild generated $74.8 million and $103.5 million of Adjusted EBITDA for the years ended December 31, 2023 and 2022, respectively.

•Guild’s Adjusted Return on Equity was 3.9% and 6.4% for the years ended December 31, 2023 and 2022, respectively.

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•Guild had a ~~slight negative impact~~Tangible Net Book Value Per Share of $15.90 and $17.06 at December 31, 2023 and 2022, respectively.

•During the year ended December 31, 2023, we had a 28% purchase recapture rate, a 25% refinance recapture rate and a 27% overall recapture rate, compared to 34%, 43%, and 39% for the year ended December 31, 2022, respectively.

•In 2023 and 2022, we acquired certain assets of four mortgage lenders to support our growth strategy by expanding our business into new local communities and increasing our presence in the geographic areas we serve our clients. The acquisitions were funded with cash on hand of approximately $11.5 million.

Adjusted Net Income, Adjusted Earnings Per Share, Adjusted EBITDA, Adjusted Return on Equity and Tangible Net Book Value Per Share are not measures calculated in accordance with generally accepted accounting principles in the ~~financial results~~United States of America (“GAAP”), and should not be considered an alternative to, or more meaningful than, net income as an indicator of our ~~servicing segment.~~ operating performance. Please see “—Non-GAAP Financial Measures” for further information regarding our non-GAAP measures and reconciliations to the nearest comparable financial measure calculated and presented in accordance with GAAP.

Market and Economic Overview

The ~~federal government enacted the CARES Act, which allowed borrowers with federally backed loans to request a temporary mortgage forbearance. In February 2021,~~Federal Reserve aggressively raised the Federal ~~Housing Finance Agency,~~Funds rate during 2022 by 425 basis points and further raised it by an additional 100 basis points through July 2023 in an effort to curb inflation and slow economic growth. While the ~~Department of Housing~~Federal Reserve has left rates unchanged since July 2023, decisions about changes in interest rates by the Federal Reserve could be assessed on a month-to-month basis as the Federal Reserve gains confidence in taming inflation. The Federal Reserve has recently suggested that inflation may be coming under control; therefore, we could see mortgage interest rates decline gradually in 2024. While the Federal Reserve does not directly control mortgage interest rates, a higher Federal Funds rate and ~~Urban Development,~~higher inflation usually lead to increases in the ~~Department of Veterans Affairs,~~10-year treasury yield, which leads to higher mortgage interest rates. During the year ended December 31, 2023, the 10-year treasury yield increased 60 basis points and the ~~Department of Agriculture announced an extension of~~30-year mortgage interest rate increased 70 basis points. The continued increases in mortgage interest rates have led to fewer refinancings and lower prepayment activity in 2023. The MBA's February 2024 Mortgage Finance Forecast projects that throughout 2024, the ~~forbearance period of three~~10-year treasury yield will decrease by 60 basis points and the 30-year mortgage interest rate will decrease by 120 basis points. The MBA is also forecasting mortgage originations for purchases to ~~six months depending on~~increase by 15.5% in 2024 to $1.5 trillion from $1.3 trillion in 2023 and are predicting refinance originations to increase by 50.0% in 2024 to $470 billion from $300 billion in 2023.

Home-buying affordability challenges remain as elevated home prices and mortgage rates cause some buyers to delay purchase plans. Many homeowners with mortgage interest rates well below the ~~loan type.~~current rates are choosing not to sell, further tightening available inventory. As a result of the ~~CARES Act forbearance requirements~~foregoing market and economic conditions, we have experienced lower origination volume through December 31, 2023. This trend may continue in future periods.

According to the MBA's February 2024 Mortgage Finance Forecast, average 30-year mortgage interest rates increased by 70 basis points during the year ended December 31, 2023 and increased by 340 basis points during the year ended December 31, 2022. These mortgage interest rate changes affect the fair value adjustments and assumptions used within the MSR valuation model. Historically, increases in average mortgage interest rates have generally resulted in lower prepayment speeds. Additionally, increases in average mortgage interest rates may result in subsequent upward adjustments to the fair value of our MSRs for the loans that still exist in our portfolio, depending on the other inputs to the MSR fair value model. For the years ended December 31, 2023 and 2022, we recorded a loss of $139.6 million and a gain of $217.6 million, respectively, for changes in the fair value of our MSRs. See discussion below under “—Results of Operations—Revenue—Valuation Adjustment of Mortgage Servicing Rights”.

The continued elevated rates in 2023 and the ~~subsequent extension~~tight housing supply have led to higher levels of ~~federal forbearance programs, we have recorded~~competition and ~~expect~~lower gain on sale margins and profitability. Margins may continue to record additional increases in delinquencies in our servicing portfolio. As of December 31, 2020, the 60-plus day delinquency rate on our servicing portfolio was 3.5%, compared to a 60-plus day delinquency rate of 1.6% as of December 31, 2019. The 60-plus day delinquency ratedecrease in the U.S. mortgage market as of December 31, 2020 was 5.0%, according to the Mortgage Bankers Association. This increased delinquency rate on our servicing portfolio may require us to finance substantial amounts of advances of principal and interest, property taxes, insurance premiums and other expenses to protect investors’ interests in the properties securing the loans. W~~e have increased our provision for foreclosure losses~~future due to ~~this increased delinquency rate, as described further below.~~ ~~These advances~~higher interest rates and payments, coupled with increased servicing costs and lower servicing revenue, have negatively affected and will continue to negatively affect our cash position. We continuously monitor the requirements around these advances and how, if at all, they impact our liquidity. Additionally, we are currently prohibited from collecting certain servicing-related fees, such as late fees, and initiating foreclosure proceedings. As a result, we expect the effects of the CARES Act forbearance requirements and the subsequent federal forbearance programs to reduce our servicing income and increase our servicing expenses.

As of February 28, 2021, approximately 3.2% of the loans in our servicing portfolio had elected the forbearance option compared to the industry average of 5.2%, as reported by the Mortgage Bankers Association and, as of December 31, 2020, approximately 3.5% of the loans in our servicing portfolio had elected the forbearance option compared to the industry average of 5.5%, as reported by the Mortgage Bankers Association. Of the 3.2% of the loans in our servicing portfolio that had elected forbearance as of February 28, 2021, approximately 8.0% remained currentincreasing competition among mortgage providers, which has placed additional pressure on their February payments and, of the 3.5% of the loans in our servicing portfolio that had elected forbearance as of December 31, 2020, approximately 10.9% remained current on their December payments. We believe our portfolio has performed better than the industry average because of our in-house servicing capabilities and timely response to the COVID-19 pandemic and that our performance is a testament to the strength of our client relationships. Our in-house servicing team and local loan officers continue to work with our clients to understand forbearance plans and determine the best paths forward for their unique circumstances. By maintaining relationships with our clients throughout the loan lifecycle, and supporting our clients during times of uncertainty, we position ourselves to capturepricing. However, future ~~business.~~

~~Servicing Portfolio Forbearance~~

~~(as of period end)~~

~~Source: Mortgage Bankers Association.~~

~~Increased Liquidity~~

During 2020, to support our increased loan origination volume, we increased the capacity of our existing loan funding facilities by $905.0 million, of which $180.0 million represented a temporary increase in capacity. We

added one additional loan funding facility during the second quarter of 2020 with a total facility size of $100.0 million, for which we subsequently increased the capacity by $100.0 million during the third quarter of 2020. As of December 31, 2020, the aggregate available amount under our loan facilities was approximately $3.0 billion. In January 2021, we added one additional loan funding facility with a total facility size of $250.0 million.

~~During 2020, we renewed two of our MSR notes payable and increased the aggregate committed amounts under those MSR notes payable by $42.0 million. See “—Liquidity, Capital Resources and Cash Flows” for further information regarding our funding facilities.~~

The extent to which the COVID-19 pandemic affects our business, results of operations and financial condition will ultimately depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic. See “~~Risk Factors—The COVID-19 pandemic has had, and will likely continue to have, an adverse effect on our business, and its ultimate effect on our business and financial results~~margins will depend on future ~~developments, which are highly uncertain~~market demand, capacity and ~~cannot be predicted, including~~other macroeconomic factors.

Recent Developments

On February 12, 2024, the ~~scope~~Company entered into an asset purchase agreement to acquire certain retail lending assets of privately held Utah-based lender Academy Mortgage Corporation (“Academy Mortgage”) and ~~duration~~the transaction closed on February 26, 2024. The addition of Academy Mortgage will extend Guild’s market share across its national footprint and will increase the Company’s branches and origination staff. See “Note 22

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—Subsequent Event” of the ~~pandemic and actions taken or~~“Notes to ~~be taken by government authorities~~Consolidated Financial Statements” in ~~response to the pandemic.”~~

Part II, Item 8 of this Annual Report for additional information.

Description of Certain Components of Financial Data

The primary components of our revenue and expenses are described below.

Our Components of Revenue

Loan origination fees and gain on sale of loans, net— This represents all income recognized from the time when a loan is originated until the time when a loan is subsequently sold to an investor and includes cash and non-cash components. Each component is described below:

•

~~Gain (loss) on sale of loans~~ ~~— Net proceeds from the difference between the quoted loan price committed to the client and the price received from the investor at loan sale, net of miscellaneous investor fees charged.~~

•Gain (loss) on sale of loans — Net proceeds from the difference between the quoted loan price committed to the client and the price received from the investor at loan sale, net of miscellaneous investor fees charged.

~~Loan origination fees~~ — Fees collected from the client, which typically include processing, underwriting, funding, credit report, tax service, flood certification and appraisal fees, net of any associated third-party costs.

•Loan origination fees — Fees collected from the client, which typically include processing, underwriting, funding, credit report, tax service, flood certification and appraisal fees, net of any associated third-party costs.

~~The fair value of the MSRs at time of sale~~ — After a loan for which we continue to act as the servicer is sold to an investor, we record the value of the MSR at fair value. Fair value is estimated based on the present value of future cash flows. We utilize a third-party valuation service to determine this estimated value based on variables such as contractual servicing fees, ancillary fees, estimated prepayment speeds, discount rate and the cost to service.

•Fair value originated MSRs — After a loan for which we continue to act as the servicer is sold to an investor, a separate MSR asset is created and werecord the value of the MSR at fair value in the month of sale. Fair value is estimated based on the present value of future cash flows. We utilize a third-party valuation service to determine this estimated value based on variables such as contractual servicing fees, ancillary fees, estimated prepayment speeds, discount rate and the cost to service.

~~Changes in the fair value of IRLC and MLHS —~~ When the client accepts an interest rate lock, we record the estimated fair value of the loan. We also evaluate several factors to determine the likelihood of the loan closing and discount the value of any interest rate lock commitments (“IRLCs”) we consider having a lower probability of closing. The probability of the loan ultimately closing changes as the stage of the loan progresses from application to underwriting submission, loan approval and funding. Loans that close and are held for sale are commonly referred to as mortgage loans held for sale or “MLHS.” MLHS are also recorded at fair value. We typically determine the fair value of our MLHS based on investor committed pricing; however, we determine the fair value of any MLHS that is not allocated to a commitment based on current delivery trade prices.

•Changes in the fair value of IRLC and MLHS — When the client accepts an interest rate lock, we record the estimated fair value of the loan. We also evaluate several factors to determine the likelihood of the loan closing and discount the value of any interest rate lock commitments (“IRLCs”) we consider having a lower probability of closing. The probability of the loan ultimately closing changes as the stage of the loan progresses from application to underwriting submission, loan approval and funding. Loans that close and are held for sale are commonly referred to as mortgage loans held for sale (“MLHS”). MLHS are also recorded at fair value. We typically determine the fair value of our MLHS based on investor committed pricing; however, we determine the fair value of any MLHS that is not allocated to a commitment based on current delivery trade prices.

~~Changes in the fair value of forward delivery commitments~~ — We enter into forward delivery commitments to hedge against changes in the interest rates associated with our IRLCs and MLHS. Our hedging policies are set by our risk management function and are monitored daily. Typically, when the fair value of an IRLC or MLHS increases, the fair value of any related forward contract decreases.

•Changes in the fair value of forward commitments — We enter into forward delivery commitments to hedge against changes in the interest rates associated with our IRLCs and MLHS. Our hedging policies are set by our risk management function and are monitored daily. Typically, when the fair value of an IRLC or MLHS increases, the fair value of any related forward contract decreases.•

~~Provision for investor reserves~~ — At the time a loan is sold to an investor, we make certain representations and warranties. If defects are subsequently discovered in these representations and warranties that cause a loan to no longer satisfy the applicable investor eligibility requirements, we may be required to repurchase that loan. We are also required to indemnify several of our investors for borrowers’ prepayments and defaults. We estimate the potential for these losses based on our recent and historical loan repurchase and indemnification experience and our success rate on appeals. We also screen market conditions for any indications of a rise in delinquency rates, which may result in a heightened exposure to loss.

•Provision for investor reserves — At the time a loan is sold to an investor, we make certain representations and warranties. If defects are subsequently discovered in these representations and warranties that cause a loan to no longer satisfy the applicable investor eligibility requirements, we may be required to repurchase that loan. We are also required to indemnify several of our investors for borrowers’ prepayments and defaults. We estimate the potential for these losses based on our recent and historical loan repurchase and indemnification experience and our success rate on appeals. We also screen market conditions for any indications of a rise in delinquency rates, which may result in a heightened exposure to loss.

Gain on reverse mortgage loans held for investment and HMBS-related borrowings, net — Represents certain cash and non-cash components recognized related to our reverse mortgage loans held for investment, including the net fair value changes of securitized reverse mortgage loans and HMBS-related borrowings, fair value changes of unsecuritized reverse loans, and realized gains or losses on tail securitization. In addition, this includes interest income on the reverse mortgage loans held for investment and the interest expense on the HMBS-related borrowings.

•

~~Early~~ ~~pay-off fees –~~ ~~The amount of gain on sale premium received from the investors who purchase our loans that we must return to those investors when loans sold to them are repaid before a specified point in time.~~

Loan servicing and other fees— Loan servicing and other fees consist of:

•

~~Loan servicing income~~ — This represents the contractual fees that we earn by servicing loans for various investors. Fees are calculated based on a percentage of the outstanding principal balance and are recognized into revenue as related payments are received.

•Loan servicing income — This represents the contractual fees that we earn by servicing loans for various investors. Fees are calculated based on a percentage of the outstanding principal balance and are recognized into revenue as related payments are received.

~~Other ancillary fees~~ ~~— We may also collect other ancillary fees from the client, such as late fees and nonsufficient funds fees.~~

•Other ancillary fees — We may also collect other ancillary fees from the client, such as late fees and nonsufficient funds fees.

~~Impound interest~~ ~~— We are required to pay interest to our clients annually based on the average escrow account balances that we hold in trust for the payment of their property taxes and insurance.~~

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•Impound interest — We are required to pay interest to our clients annually based on the average escrow account balances that we hold in trust for the payment of their property taxes and insurance.

Valuation adjustment of mortgage servicing rights— We have elected to recognize MSRs at fair value. This requires that we periodically reevaluate the valuation of our MSRs following our initial analysis at the time of sale. AWe have engaged a third party ~~conducts~~to conduct a monthly valuation of our MSRs based upon model inputs and weassumptions determined by our management. We record any changes to the fair value of our MSRs that result from changes in valuation model inputs or assumptions and collections of servicing cash flows in accordance with such third-party analysis. Changes in the fair value of our MSRs result in an adjustment to the value of our MSRs. See ~~“Critical~~“—Critical Accounting ~~Policies—~~Estimates—Mortgage Servicing Rights” for additional information regarding the valuation of our MSRs.

Interest income — Interest income consists primarily of interest earned on ~~MLHS.~~funding of MLHS and interest income earnings credit.

Interest expense— Interest expense consists primarily of interest paid on funding and non-funding debt facilities collateralized by our MLHS and MSRs. We define funding debt as all other debt related to operations, such as warehouse lines of credit and our early buyout facility, which we use to repurchase certain delinquent GNMA loans. Non-funding debt includes the note agreements collateralized by our MSRs (our “MSR notes payable”). We also record related bank charges and payoff interest expense as interest expense. Payoff interest expense is equal to the difference between what we collect in interest from our clients and what we remit in interest to the investors who purchase the loans that we originate. For loans sold through Agency ~~MBS,~~Mortgage-Backed Security (“MBS”), we are required to remit a full month of interest to those investors, regardless of the date on which the client prepays during the payoff month, resulting in additional interest expense.

Other income, net — Other income, net typically includes ~~dividend~~non-operating gains and ~~fair value adjustments related to marketable securities that are generally immaterial to~~losses and our ~~operating results.~~pro rata share of net earnings from unconsolidated joint ventures.

Our Components of Expenses

Salaries, incentive compensation and benefits — Salaries, incentive compensation and benefits expense includes all payroll, incentive compensation and employee benefits paid to our employees, as well as expenses incurred in connection with our use of employment and temporary help agencies. Our loan officers are paid incentive compensation based on origination volume, resulting in a variable pay structure that fluctuates.

General and administrative— General and administrative expense primarily includes costs associated with professional services, ~~attendance at conferences~~marketing and ~~meetings,~~advertising, loan-related verification fees, office expenses, liability insurance, business licenses and other miscellaneous costs.

In addition, within general and administrative expense, we record any adjustments to the fair value of the contingent liabilities related to our completed acquisitions, commonly known as “earn-out payments.” These payments are estimated based on the present value of future cash flows during the earn-out period. ~~The~~We also record within general and administrative expense the adjustment to the fair value of the note receivable issued in connection with the CCM acquisition, which is offset with its earn-out ~~periods for our acquisitions span from three to five years, and the earn-out periods for two of our acquisitions are still ongoing.~~

payment.

Occupancy, equipment and communication— Occupancy, equipment and communication includes expenses related to the commercial office spaces we lease, as well as telephone and internet service and miscellaneous leased equipment used for operations.

Depreciation and amortization— We depreciate furniture and equipment on a straight-line basis for a period of up to ~~five years and we record amortization expense related to~~three years. We amortize our leasehold improvements on ~~rented space. That amortization expense is recognized~~a straight-line basis over the shorter of the related lease term or the useful life of the asset. We ~~also~~ record costs related to the maintenance of software, which consist of both internal and external costs incurred in connection with software development and testing, as well as any costs associated with the implementation of new software. These costs are amortized over a three-year period. We also record amortization expense related to our acquired intangible assets, which are amortized on a straight-line basis over their estimated useful lives.

Provision for foreclosure losses — We may incur a loss on government loans related to unreimbursed interest and costs associated with foreclosure. We reserve for government loans based on historical loss experience, ~~as well as~~future expectations, and for loan-specific issues related to foreclosure.

Income tax expense or benefit — We are subject to federal and state income tax. We record this expense based on our statutory federal and state tax rates. These statutory rates are adjusted for permanent non-deductible differences and reconciliation differences from prior years. We also evaluate material temporary differences to determine whether any additional adjustments to this expense are required.

~~Future Public Company Expenses~~

In connection with our having become and being a public company, we expect our expenses to increase, including, but not limited to, our legal, accounting and insurance expenses. Although we do not anticipate any increase in these expenses to have a material effect on our overall results

Table of operations, our historical results of operations may not be indicative of our future results of operations. If we fail to manage these additional costs or to maintain or increase our revenue, we may incur losses in the future.

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Key Performance Indicators

Management reviews several key performance indicators to evaluate our business results, measure our performance, ~~and~~ identify trends toaffecting our business, formulate projections and inform our strategic business decisions. We use these key performance indicators to develop operational goals for managing our business.

Our origination metrics enable us to monitor our ability to generate revenue and expand our market share across different channels. In addition, they help us track origination quality and compare our performance against the nationwide originations market and our competitors. Our servicing metrics enable us to monitor the size of our customer base, the characteristics and related value of our MSRs, the health of the business as measured by the average MSR delinquency rate and help drive our customer retention efforts. We believe that the net additions to our portfolio are indicators of the growth of our mortgage loans serviced and our servicing income.

We believe that these key performance indicators provide useful information to investors and others by allowing for greater transparency with respect to key metrics used by management in its financial and operational decision-making. These metrics may be used by investors in understanding and evaluating our operating results and enhancing the overall understanding of our past performance and future prospects. Summary data for these key performance indicators is listed below. Please refer to ““—Results of ~~Operations~~”Operations” for additional metrics that management reviews in conjunction with the consolidated financial statements.

Year Ended
December 31,

($ and units in thousands)

2020

2019

Change

%
Change

Origination Data

$ Total in-house origination⁽¹⁾

$
35,185,528

$
21,711,668

$
13,473,860

62.1
%
# Total in-house origination

125

81

44

54.3
%
$ Retail in-house origination

$
34,277,631

$
20,938,310

$
13,339,321

63.7
%
# Retail in-house origination

121

77

44

57.1
%
$ Retail brokered origination⁽²⁾

$
80,368

$
136,106

$
(55,738
)

(41.0
)%
Total originations

$
35,265,896

$
21,847,774

$
13,418,122

61.4
%
Gain-on-sale margin (bps)⁽³⁾

500

378

122

32.3
%
30-year conventional conforming par rate⁽⁴⁾

2.8
%

3.7
%

(0.9
)%

(24.3
)%
Servicing Data

UPB (period end)⁽⁵⁾

$
59,969,653

$
49,326,579

$
10,643,074

21.6
%
Loans serviced (period end)

271

237

34

14.3
%
MSR multiple (period end)⁽⁶⁾

2.7

2.9

(0.2
)

(6.9
)%
Weighted average coupon rate

3.6
%

4.2
%

(0.6
)%

(14.3
)%
Loan payoffs⁽⁷⁾

$
19,605,379

$
9,374,095

$
10,231,284

109.1
%
Loan delinquency rate 60-plus days (period end)

3.5
%

1.6
%

1.9
%

118.8
%

~~(1)~~

~~Includes retail and correspondent loans and excludes brokered loans.~~

~~(2)~~

Brokered loans are defined as loans we originate in the retail channel that are processed by us but underwritten and closed by another lender. These loans are typically for products we choose not to offer in-house.


	Year Ended December 31,						Change			% Change
($ and units in thousands)	2023			2022
Origination Data
$ Total in-house origination(1)	$	14,959,070		$	19,123,199		$	(4,164,129)		(21.8)	%
# Total in-house origination	46			59			(13)			(22.0)	%
$ Retail forward in-house origination	$	14,162,819		$	18,314,160		$	(4,151,341)		(22.7)	%
# Retail forward in-house origination	43			56			(13)			(23.2)	%
$ Retail reverse in-house origination	$	49,791		$	—		$	49,791		NM
# Retail reverse in-house origination	—			—			—			—	%
$ Retail brokered origination(2)	$	267,917		$	196,714		$	71,203		36.2	%
$ Wholesale reverse origination	$	36,841		$	—		$	36,841		NM
Total originations	$	15,263,828		$	19,319,913		$	(4,056,085)		(21.0)	%
Gain on sale margin (bps)(3)	340			368			(28)			(7.6)	%
Gain on sale margin on pull-through adjusted locked volume (bps)(4)	329			347			(18)			(5.2)	%
30-year conventional conforming par rate(5)	7.3		%	6.6		%	0.7		%	10.6	%
Servicing Data(6)
UPB (period end)	$	85,033,899		$	78,892,987		$	6,140,912		7.8	%
Loans serviced (period end)	345			324			21			6.5	%
MSR multiple (period end)(7)	4.5			4.9			(0.4)			(8.2)	%
Weighted average coupon rate	4.1		%	3.6		%	0.5		%	13.9	%
Loan payoffs(8)	$	3,565,959		$	6,461,937		$	(2,895,978)		(44.8)	%
Loan delinquency rate 60-plus days (period end)	1.8		%	1.7		%	0.1		%	5.9	%

~~(3)~~

~~Represents the components of loan origination fees and gain on sale of loans, net described under “—Our Components of Revenue~~” divided by total in-house origination to derive basis points. Our gain-on-sale margin based on pull-through adjusted lock volume was 449 basis points and 359 basis points for the years ended December 31, 2020 and December 31, 2019, respectively. Gain-on-sale margin based on pull-through adjusted lock volume represents the components of loan origination fees and gain on sales of loans, net described under ~~“—Our Components of Revenue”~~ divided by pull-through adjusted lock volume. Pull-through adjusted lock volume is equal to total locked volume multiplied by pull-through rates of 87.8% and 89.4% for the years ended December 31, 2020 and December 31, 2019, respectively. We estimate the pull-through rate based on changes in pricing and actual borrower behavior using a historical analysis of loan closing data and “fallout” data with respect to the number of commitments that have historically remained unexercised. For additional information regarding our total locked volume and pull-through adjusted lock volume for the years ended December 31, 2020 and December 31, 2019, see “~~—Results of Operations for the Years Ended December 31, 2020 and 2019—Revenue—Loan Origination Fees and Gain on Sale of Loans, Net.~~”

__________________________

~~(4)~~

~~Represents the 30-year average conventional conforming note rate published monthly according to the MBA Mortgage Monthly Finance Forecast.~~

NM—Not meaningful.

~~(5)~~(1)Includes retail forward, correspondent and retail reverse and excludes wholesale reverse and brokered loans.

~~Excludes subserviced portfolio of $844.6 million and $1.3 billion as of December 31, 2020 and December 31, 2019, respectively.~~

~~(6)~~(2)Brokered loans are defined as loans we originate in the retail channel that are processed by us but underwritten and closed by another lender. These loans are typically for products we choose not to offer in-house.

Represents a metric used to determine the relative value of our MSRs in relation to our annualized retained servicing fee. It is calculated by dividing (a) the fair market value of our MSRs as of a specified date by (b) the weighted average annualized retained servicing fee for our servicing portfolio as of such date. We exclude purchased MSRs from this calculation because our servicing portfolio consists primarily of originated MSRs and, consequently, purchased MSRs do not have a material impact on our weighted average service fee.

~~(7)~~(3)Represents loan origination fees and gain on sale of loans, net plus gain on reverse mortgage loans held for investment and HMBS-related borrowings, net divided by total originations, excluding brokered loans, to derive basis points.

~~Represents the gross amount of UPB paid off from our servicing portfolio.~~

(4)Represents loan origination fees and gain on sales of loans, net divided by pull-through adjusted locked volume. Pull-through adjusted locked volume is equal to total locked volume multiplied by pull-through rates of 86.5% and 93.4% as of December 31, 2023 and 2022, respectively. We estimate the pull-through rate based on changes in pricing and actual borrower behavior using a historical analysis of loan

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closing data and “fallout” data with respect to the number of commitments that have historically remained unexercised. For additional information regarding our total locked volume and pull-through adjusted locked volume for the years ended December 31, 2023 and 2022, see “—Results of Operations —Revenue—Loan Origination Fees and Gain on Sale of Loans, Net.”

(5)Represents the 30-year average conventional conforming note rate published monthly according to the MBA Mortgage Monthly Finance Forecast.

(6)Excludes reverse mortgage loans, which had UPB of $295.7 million as of December 31, 2023.

(7)Represents a metric used to determine the relative value of our MSRs in relation to our annualized retained servicing fee. It is calculated by dividing (a) the fair market value of our MSRs as of a specified date by (b) the weighted average annualized retained servicing fee for our servicing portfolio as of such date. We exclude purchased MSRs from this calculation because our servicing portfolio consists primarily of originated MSRs and, consequently, purchased MSRs do not have a material impact on our weighted average service fee.

(8)Represents the gross amount of UPB paid off from our servicing portfolio.

Non-GAAP Financial Measures

To supplement our financial statements presented in accordance with GAAP and to provide investors with additional information regarding our GAAP financial results, we have presented in this Annual Report Adjusted Net Income, Adjusted Earnings Per Share, Adjusted EBITDA, ~~and~~ Adjusted Return on Equity and Tangible Net Book Value Per Share which are non-GAAP financial measures. These non-GAAP financial measures are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similarly titled measures presented by other companies.

~~Adjusted Net Income.~~ We define Adjusted Net Income as earnings before the change in the fair value measurements related to our MSRs, contingent liabilities related to completed acquisitions due to changes in valuation assumptions and stock-based compensation. The fair value of our MSRs is estimated based on a projection of expected future cash flows and the fair value of our contingent liabilities related to completed acquisitions is estimated based on a projection of expected future earn-out payments. Adjusted Net Income is also adjusted by applying an implied tax effect to these adjustments. The Company excludes the change in the fair value of its MSRs due to changes in model inputs and assumptions from Adjusted Net Income and Adjusted EBITDA because the Company believes this non-cash, non-realized adjustment to total revenues is not indicative of the Company’s operating performance or results of operation but rather reflects changes in model inputs and assumptions (e.g., prepayment speed, discount rate and cost to service assumptions) that impact the carrying value of the Company’s MSRs from period to period.

~~Adjusted EBITDA.~~ We define Adjusted EBITDA as earnings before interest (without adjustment for net warehouse interest related to loan fundings and payoff interest related to loan prepayments), taxes, depreciation and amortization exclusive of any change in the fair value measurements of the MSRs due to valuation assumptions, contingent liabilities from business acquisitions and stock-based compensation. The Company excludes the change in the fair value of its MSRs due to changes in model inputs and assumptions from Adjusted Net Income and Adjusted EBITDA because the Company believes this non-cash, non-realized adjustment to total revenues is not indicative of the Company’s operating performance or results of operation but rather reflects changes in model inputs and assumptions (e.g., prepayment speed, discount rate and cost to service assumptions) that impact the carrying value of the Company’s MSRs from period to period.

~~Adjusted Return on Equity.~~ We define Adjusted Return on Equity as Adjusted Net Income as a percentage of average beginning and ending stockholders’ equity during the period. For periods of less than one year, Adjusted Return on Equity is shown on an annualized basis.

We use these non-GAAP financial measures (other than Tangible Net Book Value Per Share) to evaluate our operating performance, to establish budgets and to develop operational goals for managing our business. These non-GAAP financial measures are designed to evaluate operating results exclusive of fair value and other adjustments that are not indicative of ~~management’s~~our business’s operating performance. Accordingly, we believe that these financial measures provide useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects.

~~Our~~ In addition, management uses the non-GAAP financial ~~measures are not prepared~~measure of Tangible Net Book Value Per Share to evaluate the adequacy of our stockholders’ equity and assess our capital position and believes tangible net book value provides useful information to investors in ~~accordance with GAAP and should not be considered in isolation~~assessing the strength of ~~or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of these non-GAAP~~our financial ~~measures rather than net~~position.

Adjusted Net Income. Net income (loss)~~, which~~ is the most directly comparable financial measure calculated and presented in accordance with GAAP for Adjusted Net Income, a non-GAAP measure. We define Adjusted Net Income as earnings or loss attributable to Guild excluding (i) the change in the fair value measurements related to our MSRs due to changes in model inputs and assumptions, (ii) change in the fair value of contingent liabilities related to completed acquisitions, net of change in the fair value of notes receivable related to acquisitions, (iii) amortization of acquired intangible assets and (iv) stock-based compensation. We exclude these items because we believe they are non-cash expenses that are not reflective of our core operations or indicative of our ongoing operations. Adjusted Net Income is also adjusted by applying an estimated effective tax rate to these adjustments. We exclude the change in the fair value of MSRs due to changes in model inputs and assumptions from Adjusted Net Income and Adjusted EBITDA below because we believe this non-cash, non-realized adjustment to net revenues is not indicative of our operating performance or results of operations but rather reflects changes in model inputs and ~~return~~assumptions (e.g., prepayment speed, discount rate and cost to service assumptions) that impact the carrying value of our MSRs from period to period.

Adjusted Earnings Per Share—Basic and Diluted. Earnings per share is the most directly comparable financial measure calculated and presented in accordance with GAAP for Adjusted Earnings per share, a non-GAAP measure. We define Adjusted Earnings Per Share as our Adjusted Net Income divided by the basic and diluted weighted average shares outstanding of our Class A and Class B common stock. Diluted weighted average shares outstanding is adjusted include potential shares of Class A common stock related to unvested RSUs that were excluded from the calculation of GAAP diluted loss per share because they were anti-dilutive due to the net loss, when applicable.

Adjusted EBITDA. Net income (loss) is the most directly comparable financial measure calculated and presented in accordance with GAAP for Adjusted EBITDA, a non-GAAP measure. We define Adjusted EBITDA as earnings before (i) interest expense on non-funding debt (without adjustment for net warehouse interest related to loan fundings and payoff interest related to loan prepayments), (ii) taxes, (iii) depreciation and amortization and (iv) net income attributable to the non-controlling interests and excluding (v) any change in the fair value measurements of our MSRs due to valuation assumptions, (vi) change in the fair value of contingent liabilities related to completed acquisitions, net of change in the fair value of notes receivable related to acquisitions and (vii) stock-based compensation. We exclude these items because we believe they are not reflective of our core operations or indicative of our ongoing operations.

Adjusted Return on Equity. Return on equity ~~which~~ is the most directly comparable financial measure calculated and presented in accordance with GAAP for Adjusted Return on ~~Equity. These limitations include that these~~Equity, a non-GAAP measure. We define Adjusted Return on Equity as Adjusted Net Income as a percentage of average beginning and ending stockholders’ equity during the period.

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Tangible Net Book Value Per Share. Book value per share is the most directly comparable financial ~~measures are not based on a comprehensive set~~measure calculated and presented in accordance with GAAP for Tangible Net Book Value Per Share. We define Tangible Net Book Value Per Share as total stockholders’ equity attributable to Guild, less intangible assets, net and goodwill divided by the total shares of ~~accounting rules or principles~~our Class A and ~~many of the adjustments to the~~Class B common stock outstanding. The most directly comparable GAAP financial ~~measures reflect the exclusion of items that are recurring and may be reflected in the Company’s financial results~~measure for the foreseeable future. In addition, other companies may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison.

Tangible Net Book Value Per Share is book value per share.

The following tables reconcile Adjusted Net Income and Adjusted EBITDA to net income, Adjusted Earnings per Share to earnings (loss) ~~and~~per share, Adjusted Return on Equity to return on equity, and Tangible Net Book Value Per Share to book value per share, the most directly comparable financial measures calculated and presented in accordance with ~~GAAP.~~

GAAP:

Reconciliation of Net Income to Adjusted Net Income

Years ended December 31,

($ in thousands)

2020

2019

Net income

$
370,577

$
5,577

Add adjustments:

Change in fair value of MSRs due to model inputs and assumptions

171,565

171,398

Change in fair value of contingent liabilities due to acquisitions

31,705

7,920

Stock-based compensation

1,045

—

Tax impact of adjustments⁽¹⁾

(51,079
)

(45,816
)
Adjusted Net Income

$
523,813

$
139,079

~~(1)~~

~~Implied tax rate used is 25.0% and 25.5% for the years ended December 31, 2020 and 2019, respectively.~~


Reconciliation of Net (Loss) Income to Adjusted Net Income and (Loss) Earnings Per Share to Adjusted Earnings Per Share	Year Ended December 31,
(in thousands, except per share amounts)	2023		2022
Net (loss) income attributable to Guild	$	(39,009)	$	328,598
Add adjustments:
Change in fair value of MSRs due to model inputs and assumptions	83,972		(300,941)
Change in fair value of contingent liabilities and notes receivable due to acquisitions, net	2,066		(45,075)
Amortization of acquired intangible assets	7,950		7,950
Stock-based compensation	8,662		7,322
Tax impact of adjustments(1)	(15,603)		72,102
Adjusted Net Income	$	48,038	$	69,956
Weighted average shares outstanding of Class A and Class B Common Stock:
Basic	60,967		60,981
Diluted	60,967		61,379

Adjusted Diluted(2)	61,675		61,379

(Loss) earnings per share—Basic	$	(0.64)	$	5.39
(Loss) earnings per share—Diluted	$	(0.64)	$	5.35
Adjusted Earnings Per Share—Basic	$	0.79	$	1.15
Adjusted Earnings Per Share—Diluted	$	0.78	$	1.14

Reconciliation of Net Income to Adjusted EBITDA

Years ended December 31,

($ in thousands)

2020

2019

Net income

$
370,577

$
5,577

Add adjustments:

Interest expense on non-funding debt

8,417

8,980

Income tax expense

123,493

253

Depreciation and amortization

7,501

7,333

Change in fair value of MSRs due to model inputs and assumptions

171,565

171,398

Change in fair value of contingent liabilities due to acquisitions

31,705

7,920

Stock-based compensation

1,045

—

Adjusted EBITDA

$
714,303

$
201,461

___________________________

Adjusted Return on Equity Calculation

Years ended December 31,

($ in thousands, except where in percentages)

2020

2019

Numerator: Adjusted Net Income

$
523,813

$
139,079

Denominator: Average stockholders' equity

571,012

423,486

Adjusted Return on Equity

91.7
%

32.8
%
Return on equity

64.9
%

1.3
%

~~The following table reconciles~~(1)Calculated using the ~~valuation adjustment~~estimated effective tax rates of ~~mortgage servicing rights~~15.2% and 21.8% for the years ended December 31, 2023 and 2022, respectively.

Results of Operations for the Years Ended December 31, ~~2020~~2023 and ~~2019~~

Net income totaled $370.6 million for the year ended December 31, 2020 compared to $5.6 million for the year ended December 31, 2019. This increase was primarily driven by increased revenue from loan origination fees and gain on sale of loans. This increase in gain on sale of loans was primarily due to an increase in the secondary marketing spread because of market volatility and low interest rates, which caused industry capacity constraints. According to the MBA Mortgage Finance Forecast, average 30-year mortgage rates declined approximately 90 basis points during the year ended December 31, 2020, which led to an increase in refinance activity. Refinance activity represented 61.4% of origination volume in the U.S. mortgage market during the year ended December 31, 2020 compared to 41.5% of origination volume during the year ended December 31, 2019, according to the MBA Mortgage Finance Forecast. As consumer demand for refinancing increased, our gain on sale margins increased. Our origination volume increased by $13.5 billion, or 62.1%, for the year ended December 31, 2020 compared to the year ended December 31, 2019. Additionally, our income from loan servicing and other fees increased by $17.5 million or 12.3% for the year ended December 31, 2020 compared to the year ended December 31, 2019. These increases in loan origination fees and gain on sale of loans, net and loan servicing and other fees were partially offset by a loss associated with the decrease in the fair value of our MSRs resulting from the valuation model impact of a decrease in projected duration of cash flow collection during the period, as described further below. In a declining mortgage interest rate environment, it is typical for us to experience downward MSR valuation adjustments due to the increased likelihood of prepayments for the loans that still exist in our MSR portfolio. However, when rates decline, originations tend to increase as refinance opportunities increase.

Salaries, incentive compensation and benefits expense increased by $375.6 million or 65.0% for the year ended December 31, 2020 compared to the year ended December 31, 2019. This increase primarily resulted from increased variable incentive compensation paid to our origination teams and our hiring of additional employees to support the increases in our origination and servicing volume. General and administrative expense increased by $38.0 million or 59.3% for the year ended December 31, 2020 compared to the year ended December 31, 2019, which was primarily due to an upward adjustment to the fair value of the contingent liabilities related to our completed acquisitions. During the year ended December 31, 2020, we recorded $31.7 million of expense related to earn-out valuation adjustments compared to $7.9 million during the year ended December 31, 2019. Additionally, there was an increase in professional fees paid to third party vendors to support the growth in our origination volume during the period and additional legal, accounting, and other costs related to becoming a public company.

~~Occupancy, equipment and communication expense increased by $3.4 million or 6.3% for the year ended December 31, 2020 compared to the year ended December 31, 2019.~~

Total liabilities increased by $1.9 billion from $2.2 billion as of December 31, 2019 to $4.1 billion as of December 31, 2020. This increase was primarily due to a $0.8 billion increase in the balances under our warehouse lines of credit and a $0.9 billion increase in GNMA loans for which we have repurchase rights. This $0.9 billion increase in GNMA loans for which we have repurchase rights resulted from increased delinquency on loans in forbearance under the CARES Act. The increase of 64.5% in the balances under our warehouse lines of credit resulted from the increase in our origination volume in December 2020 compared to December 2019.

In the ordinary course of business, we are exposed to liability with respect to certain representations and warranties that we make to the investors who purchase the loans that we originate. Under certain circumstances, we may be required to repurchase mortgage loans, or indemnify the purchaser of such loans for losses incurred, if there has been a breach of these representations and warranties, or in the case of early payment defaults. In addition, in the event of an early payment default, we are contractually obligated to refund certain premiums paid to us by the investors who purchased the related loan. See ~~Note 17, Commitments and Contingencies~~ ~~to the consolidated financial statements included in Item 8.~~

~~As shown above, our consolidated balance sheet is substantially comprised of assets and liabilities that~~We believe these critical accounting estimates are ~~measured at or based on their fair values. The decreases in the percentage of assets carried at fair value compared to total assets from 2019 to 2020 is due to the increase in GNMA loans~~ subject to ~~repurchase right at December 31,~~

2020. These loans, which are not measured at fair value, increased $871.5 million over December 31, 2019. Changes in the inputs used to measure the fair value of these assets can have significant effects on their reported balances.

~~As a result~~uncertainty because of the difficulty in observing certain significant inputs affecting our fair value assets and ~~liabilities,~~liabilities. As a result, we are required to make subjective judgments regarding the fair values of these items. Different persons in possession of the same facts may reasonably arrive at different conclusions as to the inputs used in valuing these assets and liabilities and their fair values. Such differences may result in significantly different fair value measurements. Likewise, due to the general illiquidity of some of these assets, subsequent transactions with respect to them may be at values significantly different from those we record.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Guild Holdings Company:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Guild Holdings Company and subsidiaries (the Company) as of December 31, ~~2020~~2023 and ~~2019,~~2022, the related consolidated statements of ~~income,~~operations, changes in stockholders’ equity, and cash flows for each of the years in the ~~two‑year~~two-year period ended December 31, ~~2020,~~2023, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2020~~2023 and ~~2019,~~2022, and the results of its operations and its cash flows for each of the years in the ~~two‑year~~two-year period ended December 31, ~~2020,~~2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 14, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the ~~Public Company Accounting Oversight Board (United States) (PCAOB)~~PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate ~~opinions~~opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Fair ~~value~~Value of Mortgage Servicing Rights

As discussed in ~~Note~~Notes 1, ~~Note~~ 2 and ~~Note~~ 7 to the consolidated financial statements, the fair value of ~~mortgage servicing rights~~the Company’s Mortgage Servicing Rights (MSRs) as of December 31, ~~2020~~2023 is ~~$447.0.~~$1.2 billion. The Company recognizes MSRs when loans are sold, and the associated servicing rights are retained. The Company maintains one class of MSR asset and has elected the fair value ~~method~~option with the changes in fair value being recorded in current period income. To determine the fair value of the ~~mortgage servicing right,~~MSR when created, the Company uses a third-party valuation firm and its valuation model that calculates the present value of future cash flows. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, including estimates of contractual service fees, ancillary income and late fees, the cost of servicing, float value, the inflation rate, estimated prepayment speeds, and default rates. These estimated cash flows

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are present valued using a discount rate which is reflective of the ~~Company's~~servicer’s required return on capital in addition to a premium for market liquidity, funding cost, and operational risk.

We identified the assessment of the ~~valuation~~fair value of the MSRs as a critical audit matter. A high degree of subjective and complex audit ~~effort,~~judgment was required, including the use of professionals with specialized skills and knowledge, ~~and subjective and complex auditor judgment was involved in assessing~~to assess the estimated fair value of the MSRs. Specifically, the assessment encompassed the evaluation of the MSR valuation methodology, including the methods and models used to estimate the following key assumptions because they are unobservable and the sensitivity of changes to those assumptions have a significant effect on the valuation: (1) estimated prepayment speeds, (2) the cost of servicing, and (3) the discount rate. There was also a high degree of subjectivity and potential for management bias related to updates made to key assumptions due to changes in market conditions, mortgage interest rates, and servicing standards.

~~The following are the primary procedures we performed to~~

To address this critical audit ~~matter. We~~matter, we evaluated the design and ~~implementation~~tested the operating effectiveness of ancertain internal ~~control~~controls related to the Company's determination of the estimated fair value of the MSRs, including a control over the assessment of the key assumptions and evaluation of the fair value of the MSRs through comparison to independent third-party valuations. We evaluated the Company'sCompany’s process to develop the fair value of the MSRs by testing certain sources of data and assumptions. In addition, we involved valuation professionals with specialized skills and knowledge who assisted in:

•

~~assessing the design of the valuation model used to estimate the fair value of the MSRs in accordance with relevant U.S. generally accepted accounting principles~~

•

evaluating the third-party valuation specialist, which included (1) assessing their professional qualifications to determine that the specialist possesses the appropriate knowledge, skills and ability, (2) obtaining an understanding of the nature of the work performed, and (3) evaluating the relationship of the specialist to the Company

•●assessing the design of the valuation model used to estimate the fair value of the MSRs in accordance with relevant U.S. generally accepted accounting principles

~~evaluating the Company's valuation of MSRs by (1) benchmarking the value to comparable entities using industry surveys and (2) performing trend analyses with market data~~

•●evaluating the Company’s fair value of the MSRs by benchmarking the value against industry surveys and by performing trend analyses with market data

~~assessing the key assumptions by benchmarking against ranges obtained from comparable entities and industry surveys~~

•●assessing the key assumptions by benchmarking against ranges obtained from comparable entities and industry surveys

~~evaluating estimated prepayment speeds by analyzing backtesting results for the assumption~~

•●determining an independent fair value range and evaluating the Company’s MSR value against that range.

~~evaluating the MSR fair value by comparing it against a MSR fair value range that was independently developed using market data for comparable entities.~~

/s/ KPMG LLP

We have served as the Company’s auditor since 2013.

~~Irvine,~~

Los Angeles, California

March ~~23, 2021~~

14, 2024

~~GUILD HOLDINGS COMPANY~~

~~CONSOLIDATED BALANCE SHEETS~~

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Guild Holdings Company:

Opinion on Internal Control Over Financial Reporting

We have audited Guild Holdings Company and subsidiaries' (the Company) internal control over financial reporting as of December 31, ~~2020~~2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and ~~2019~~

2022, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated March 14, 2024 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Los Angeles, California

March 14, 2024

Table of Contents

GUILD HOLDINGS COMPANY

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

		December 31, 2020		December 31, 2019
	December 31,							December 31,
	2023						2023		2022
Assets
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents		$	334,623	$	101,735
Restricted cash			5,010		5,000
Mortgage loans held for sale			2,368,777		1,504,842
Reverse mortgage loans held for investment
Ginnie Mae loans subject to repurchase right			1,275,842		404,344
Accounts and interest receivable			43,390		34,611
Derivative asset			130,338		19,922
Accounts and notes receivable, net
Derivative assets
Mortgage servicing rights, net			446,998		418,402
Intangible assets, net
Goodwill			62,834		62,834
Other assets			150,275		55,723
Total assets		$	4,818,087	$	2,607,413
Liabilities and Stockholders’ Equity
Warehouse lines of credit		$	2,143,443	$	1,303,187
Liabilities and stockholders’ equity
Warehouse lines of credit, net
Warehouse lines of credit, net
Warehouse lines of credit, net
Home Equity Conversion Mortgage-Backed Securities (“HMBS”) related borrowings
Notes payable			145,750		218,000
Ginnie Mae loans subject to repurchase right			1,277,026		412,490
Accounts payable and accrued expenses			41,074		35,338
Accrued compensation and benefits			106,313		45,297
Investor reserves			14,535		16,521
Income taxes payable			19,454		—
Due to parent company			—		12,427
Contingent liabilities due to acquisitions			18,094		8,073
Derivative liability			38,270		4,863
Derivative liabilities
Operating lease liabilities			94,891		—
Note due to related party			4,639		6,606
Deferred compensation plan			89,236		52,302
Deferred tax liability			89,370		86,278
Deferred tax liabilities
Total liabilities			4,082,095		2,201,382
Commitments and contingencies (Note 17)
Stockholders’ Equity
Preferred stock, $0.01 par value; 50,000,000 shares authorized; 0 shares issued and outstanding			—		—
Common stock, $100 par value; 2,000 shares authorized; 928 issued and outstanding at December 31, 2019			—		93
Class A common stock, $0.01 par value; 250,000,000 shares authorized; 19,666,981 shares issued and outstanding at December 31, 2020			197		—
Class B common stock, $0.01 par value; 100,000,000 shares authorized; 40,333,019 shares issued and outstanding at December 31, 2020			403		—
Commitments and contingencies (Note 18)						Commitments and contingencies (Note 18)
Stockholders’ equity
Preferred stock, $0.01 par value; 50,000,000 shares authorized; no shares issued and outstanding
Preferred stock, $0.01 par value; 50,000,000 shares authorized; no shares issued and outstanding
Preferred stock, $0.01 par value; 50,000,000 shares authorized; no shares issued and outstanding
Class A common stock, $0.01 par value; 250,000,000 shares authorized; 20,786,814 and 20,583,130 shares issued and outstanding at December 31, 2023 and 2022, respectively
Class B common stock, $0.01 par value; 100,000,000 shares authorized; 40,333,019 shares issued and outstanding at December 31, 2023 and 2022
Additional paid-in capital			18,035		21,992
Retained earnings			717,357		383,946
Non-controlling interests
Total stockholders’ equity			735,992		406,031
Total Liabilities and Stockholders’ Equity		$	4,818,087	$	2,607,413
Total liabilities and stockholders’ equity

See accompanying notes to consolidated financial statements

Table of Contents

GUILD HOLDINGS COMPANY

CONSOLIDATED STATEMENTS OF ~~INCOME~~

~~For the Years Ended December 31, 2020 and 2019~~

OPERATIONS

(In thousands, except per share amounts)

		2020			2019
	Year Ended December 31,								Year Ended December 31,
	2023							2023		2022
Revenue
Loan origination fees and gain on sale of loans, net		$	1,759,871		$	820,814
Loan origination fees and gain on sale of loans, net
Loan origination fees and gain on sale of loans, net
Gain on reverse mortgage loans held for investment and HMBS-related borrowings, net
Loan servicing and other fees			160,237			142,705
Valuation adjustment of mortgage servicing rights			(296,307	)		(255,219	)
Interest income			57,649			58,787
Interest expense			(60,168	)		(55,391	)
Other income, net			765			1,193
Net revenue			1,622,047			712,889
Expenses
Salaries, incentive compensation and benefits			953,758			578,170
Salaries, incentive compensation and benefits
Salaries, incentive compensation and benefits
General and administrative			101,948			63,983
Occupancy, equipment and communication			57,070			53,678
Depreciation and amortization			7,501			7,333
Provision for foreclosure losses			7,700			3,895
Total expenses			1,127,977			707,059
Income before income tax expense			494,070			5,830
Income tax expense			123,493			253
Net income		$	370,577		$	5,577
Net income per share attributable to Class A and Class B Common Stock:
(Loss) income before income tax (benefit) expense
Income tax (benefit) expense
Net (loss) income
Net (loss) income attributable to non-controlling interests
Net (loss) income attributable to Guild

(Loss) earnings per share attributable to Class A and Class B Common Stock:
(Loss) earnings per share attributable to Class A and Class B Common Stock:
(Loss) earnings per share attributable to Class A and Class B Common Stock:
Basic
Basic
Basic		$	6.18
Diluted		$	6.17
Weighted average shares outstanding of Class A and Class B Common Stock:
Basic			60,000
Basic
Basic
Diluted			60,056

~~In March 2020,~~The following accounting policies, together with those disclosed elsewhere in the ~~World Health Organization (“WHO”) declared~~consolidated financial statements, represent the outbreak of a novel coronavirus (“COVID-19”) as a pandemic, which continues to spread throughout the United States. The Company remains fully functional in both its origination and servicing operations. While the pandemic could cause certain branches to temporarily close, mostsignificant accounting policies of the significant job functions can be performed remotely. The Company has taken steps to ensure business can continue as necessary should branches be forced to temporarily close. The Company continues to monitor guidance published by the WHO, Centers for Disease Control and Prevention, local and federal government agencies and the Mortgage Bankers Association and is in continual communication with its investors regarding the developments in the mortgage industry.

~~Loan origination fees and gain on sale of loans, net~~ — loan origination fees and gain on sale of loans, net includes all components related to the origination and sale of mortgage loans, including (1) net gain on sale of loans, which represents the premium the Company receives in excess of the loan principal amount and certain fees charged by investors upon sale of loans into the secondary market, (2) loan origination fees (credits), points and certain costs, (3) provision for or benefit from investor reserves, (4) the change in fair value of interest rate locks and loans held for sale, (5) the gain or loss on forward commitments hedging loans held for sale and interest rate lock commitments (“IRLCs”), and (6) the fair value of originated mortgage servicing rights (“MSRs”). An estimate of the gain on sale of loans, net is recognized at the time an IRLC is issued, net of a pull-through factor. Subsequent changes in the fair value of IRLCs and mortgage loans held for sale are recognized in current period earnings. When the mortgage loan is sold into the secondary market, any difference between the proceeds received and the current fair value of the loan is recognized in current period earnings. Included in gain on sale of loans, net is the fair value of originated MSRs, which represents the estimated fair value of MSRs related to loans which we have sold and retained the right to service. See ~~Note 1 sections; Mortgage Loans Held for Sale, Mortgage Servicing Rights~~ ~~and~~ ~~Derivative Instruments~~, for more information related to fair value measurements of mortgage loans held for sale, the gain/(loss) on changes in the fair value of MSRs and the gain/(loss) on changes in the fair value of IRLCs, respectively. At December 31, 2020 and 2019, loan origination fees and gain on sale of loans were net of direct expenses of $266,451 and $175,338, respectively.

~~Loan servicing and other fees~~ — Loan servicing fees represent fees earned for servicing loans for various investors. The servicing fees are based on a contractual percentage of the outstanding principal balance and recognized into revenue as the related mortgage payments are received. Loan servicing expenses are charged to operations as incurred.

~~Valuation adjustment of mortgage servicing rights~~ — In accordance with Accounting Standards Codification (“ASC”) 860-50, the Company records MSRs as an asset, at fair value. The change in fair value is recorded within the Consolidated Statements of Income on a monthly basis. See ~~Note 1, Mortgage Servicing Rights, for information related to the gain/(loss) on changes in the fair value of MSRs.~~

~~Interest income —~~ ~~interest income includes interest earned on mortgage loans held for sale~~

~~Interest expense~~ ~~— interest expense includes interest paid to the Company’s loan funding facilities and MSR facilities.~~

Loans are considered sold when the Company surrenders control over the financial assets. Control is considered to have been surrendered when the transferred assets have been isolated from the Company, beyond the reach of the Company and its creditors; the purchaser obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets; and the Company does not maintain effective control over the transferred assets through an agreement that both entitles and obligates the Company to repurchase or redeem the transferred assets before their maturity. The Company typically considers the above criteria to have been met upon acceptance and receipt of sales proceeds from the purchaser.

The Company recognizes internal-use software within property and equipment which consists of both internal and external costs incurred in the development, testing and implementation directly related to the new software. The internal-use software is amortized over a three-year period and begins amortization upon the “go-live” date of the software. The Company determines the “go-live” date as the date in which the software is readily available to be used companywide.

The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis at December 31, ~~2019:~~

The following table presents the results of operations of Vitek that are included in the Company’s Consolidated Statements of Income from the acquisition date of April 30, 2019 through December 31, 2019.

~~There have been 0 adjustments to the purchase price allocation during the measurement period. See~~ ~~Note 1, Business, Basis~~ of Presentation and Accounting Policies, for further information regarding the methods used to account for the fair value of certain assets acquired and liabilities assumed in connection with an acquisition.

At December 31, ~~2020~~2023 and ~~2019,~~2022, the MSRs had a weighted average life of approximately ~~5.1~~8.0 years and ~~4.9~~8.5 years, respectively. See ~~Note 2~~“Note 2—Fair Value Measurements” for additional information regarding the valuation of MSRs.

All leases recognized in ~~our~~the Company's Consolidated Balance ~~Sheet~~Sheets as of December 31, ~~2020~~2023 and 2022 are classified as operating leases, which include leases related to the asset classes reflected in the table below. ROU assets are included in ~~Other~~other assets in ~~our~~the Company's Consolidated Balance ~~Sheet:~~

We recognize lease expense on a straight-line basis excluding short-term and variable lease payments which are recognized as incurred. Short-term lease cost represents payments for leases with a lease term

(1)The variable interest rate is calculated using a base rate tied to SOFR. Subsequent to December 31, ~~2020, the Company entered into a master purchase agreement with a new lender.~~ 2023, this facility was reduced $165.0 million.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted and signed into law, and GAAP requires recognition of the tax effects of new legislation during the reporting period that includes the enactment date. The CARES Act introduced a number of tax law changes which are generally taxpayer favorable. In December 2020 the Taxpayer Certainty and Disaster Tax Relief Act was signed into law. No material changes in our effective income tax rates resulted from the either Act. The Company continues to examine additional impacts that the CARES Act may have on the business, and other operations impacted by COVID-19. The effects and ultimate results of our evaluation, if any, could result in temporary book-to-tax timing differences (i.e., no effective tax rate impact) for income tax purposes.

The Company records interest related to unrecognized tax benefits in interest expense and records penalties as a component of income taxes. There are 0no unrecognized tax benefits as of December 31, ~~2020~~2023 or ~~2019,~~2022, and there were 0no changes in unrecognized tax benefits during the year. The Company is required to analyze all open years, as defined by the statutes of limitations, for all major jurisdictions, which includes federal and state jurisdictions. The Company is no longer subject to federal examinations prior to ~~2017~~2020 tax year or for state examinations prior to ~~2015~~2019 tax year.

~~NaN shares were excluded from the calculation of earnings per share as a result of being anti-dilutive.~~

ASC 280, Segment Reporting, establishes the standards for reporting information about segments in financial statements. In applying the criteria set forth in that guidance, the Company has determined that it has 2two reportable segments — Origination and Servicing.


Delaware			85-2453154
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
5887 Copley Drive San Diego, California			92111
(Address of principal executive offices)			(Zip Code)


		Page
	~~Page~~
	CAUTIONARY STATEMENT REGARDING ~~FORWARD LOOKING~~FORWARD-LOOKING STATEMENTS	3
	S UMMARY OF RISK FACTORS	3
~~part~~PART I	3
	ITEM 1. BUSINESS	4 5
	ITEM 1A. RISK FACTORS	10 12
	ITEM 1B. UNRESOLVED STAFF COMMENTS	21 27
	ITEM 1C. CYBERSECURITY	27
	ITEM 2. PROPERTIES	21 28
	ITEM 3. LEGAL PROCEEDINGS	21 28
	ITEM 4. MINE SAFETY DISCLOSURES	21 29
~~part~~PART II	22
	ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	22 29
	ITEM 6. [RESERVED]	22 30
	ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	23 31
	ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	41 54
	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	42 55
	ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	72 96
	ITEM 9A. CONTROLS AND PROCEDURES	72 96
	ITEM 9B. OTHER INFORMATION	72 96
	~~part III~~ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	73 96
PART III
	ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	73 97
	ITEM 11. EXECUTIVE COMPENSATION	73 97
	ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	73 97
	ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	73 97
	ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	73 97
~~part~~PART IV	74
	ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	74 98
	ITEM 16. FORM 10-K SUMMARY	78 99
	SIGNATURES	100


Reconciliation of Book Value Per Share to Tangible Net Book Value Per Share	December 31,
(in thousands, except per share amounts)	2023		2022
Total stockholders' equity	$	1,183,493	$	1,249,287
Less: non-controlling interests	337		66
Total stockholders' equity attributable to Guild	$	1,183,156	$	1,249,221
Adjustments:
Intangible assets, net	(25,125)		(33,075)
Goodwill	(186,181)		(176,769)
Tangible common equity	$	971,850	$	1,039,377

Ending shares of Class A and Class B common stock outstanding	61,120		60,916

Book value per share	$	19.36	$	20.51
Tangible Net Book Value Per Share(1)	$	15.90	$	17.06

Reconciliation of valuation adjustment of mortgage servicing rights to change in fair value of MSRs due to model inputs and assumptions	Year ended December 31,
($ in thousands)	2020			2019
Valuation adjustment of mortgage servicing rights	$	(296,307	)	$	(255,219	)
Subtract adjustment:
Change in fair value of MSRs due to collection/realization of cash flows		(124,742	)		(83,821	)
Change in fair value of MSRs due to model inputs and assumptions	$	(171,565	)	$	(171,398	)


Consolidated Statements of Operations	Year Ended December 31,
($ in thousands)	2023		2022		$ Change		% Change
Revenue
Loan origination fees and gain on sale of loans, net	$	501,303	$	703,674	$	(202,371)	(28.8)	%
Gain on reverse mortgage loans held for investment and HMBS-related borrowings, net	8,233		—		8,233		NM
Loan servicing and other fees	246,144		223,403		22,741		10.2	%
Valuation adjustment of mortgage servicing rights	(139,560)		217,551		(357,111)		(164.2)	%
Interest income	104,404		68,144		36,260		53.2	%
Interest expense	(66,364)		(49,240)		(17,124)		(34.8)	%
Other income, net	1,027		1,289		(262)		(20.3)	%
Net revenue	655,187		1,164,821		(509,634)		(43.8)	%
Expenses
Salaries, incentive compensation and benefits	529,861		619,185		(89,324)		(14.4)	%
General and administrative	83,213		38,085		45,128		118.5	%
Occupancy, equipment and communication	72,476		71,707		769		1.1	%
Depreciation and amortization	14,580		15,525		(945)		(6.1)	%
Provision for foreclosure losses	1,188		300		888		296.0	%
Total expenses	701,318		744,802		(43,484)		(5.8)	%
(Loss) income before income tax (benefit) expense	(46,131)		420,019		(466,150)		(111.0)	%
Income tax (benefit) expense	(6,994)		91,389		(98,383)		(107.7)	%
Net (loss) income	(39,137)		328,630		(367,767)		(111.9)	%
Net (loss) income attributable to non-controlling interests	(128)		32		(160)		(500.0)	%
Net (loss) income attributable to Guild	$	(39,009)	$	328,598	$	(367,607)	(111.9)	%


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT ~~UNDER~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	Equity Compensation Plan Information
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted- average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders		1,440,334	$	—		4,059,666
Equity compensation plans not approved by security holders		—		—		—
Total		1,440,334	$	—		4,059,666

Reconciliation of Net Income to Adjusted Net Income	Years ended December 31,
($ in thousands)	2020			2019
Net income	$	370,577		$	5,577
Add adjustments:
Change in fair value of MSRs due to model inputs and assumptions		171,565			171,398
Change in fair value of contingent liabilities due to acquisitions		31,705			7,920
Stock-based compensation		1,045			—
Tax impact of adjustments⁽¹⁾		(51,079	)		(45,816	)
Adjusted Net Income	$	523,813		$	139,079

Adjusted Return on Equity Calculation	Years ended December 31,
($ in thousands, except where in percentages)	2020			2019
Numerator: Adjusted Net Income	$	523,813		$	139,079
Denominator: Average stockholders' equity		571,012			423,486
Adjusted Return on Equity		91.7	%		32.8	%
Return on equity		64.9	%		1.3	%


Reconciliation of Return on Equity to Adjusted Return on Equity	Year Ended December 31,
($ in thousands)	2023			2022
Income Statement Data:
Net (loss) income attributable to Guild	$	(39,009)		$	328,598
Adjusted Net Income	$	48,038		$	69,956

Denominator: Average stockholders' equity	$	1,216,390		$	1,084,650
Return on equity	(3.2)		%	30.3		%
Adjusted Return on Equity	3.9		%	6.4		%

Consolidated Statement of Operations	Year Ended December 31,
($ in thousands)	2020			2019			$ Change			% Change
Loan origination fees and gain on sale of loans, net	$	1,759,871		$	820,814		$	939,057			114.4	%
Loan servicing and other fees		160,237			142,705			17,532			12.3	%
Valuation adjustment of mortgage servicing rights		(296,307	)		(255,219	)		(41,088	)		16.1	%
Interest income		57,649			58,787			(1,138	)		(1.9	)%
Interest expense		(60,168	)		(55,391	)		(4,777	)		8.6	%
Other income, net		765			1,193			(428	)		(35.9	)%
Net revenue		1,622,047			712,889			909,158			127.5	%
Salaries, incentive compensation and benefits		953,758			578,170			375,588			65.0	%
General and administrative		101,948			63,983			37,965			59.3	%
Occupancy, equipment and communication		57,070			53,678			3,392			6.3	%
Depreciation and amortization		7,501			7,333			168			2.3	%
Provision for foreclosure losses		7,700			3,895			3,805			97.7	%
Total expense		1,127,977			707,059			420,918			59.5	%
Income before income tax expense		494,070			5,830			488,240		NM
Income tax expense		123,493			253			123,240		NM
Net income	$	370,577		$	5,577		$	365,000		NM

General and Administrative Expense	Year Ended December 31,
($ in thousands)	2020		2019		$ Change			% Change
Contingent liability fair value adjustment	$	31,705	$	7,920	$	23,785			300.3	%
Professional fees		36,593		23,434		13,159			56.2	%
Advertising and promotions		17,249		17,620		(371	)		(2.1	)%
Office supplies, travel and entertainment		8,553		10,452		(1,899	)		(18.2	)%
Miscellaneous		7,848		4,557		3,291			72.2	%
Total general and administrative expense	$	101,948	$	63,983	$	37,965			59.3	%

Occupancy, Equipment and Communication Expense	Year Ended December 31,


($ in thousands)
($ in thousands)
($ in thousands)	2020		2019		$ Change		% Change				2023				2022					$ Change						% Change
Occupancy	$	34,082	$	33,428	$	654		2.0	%	Occupancy		$	41,230	$		$	40,658	$			$	572		1.4			1.4	%
Equipment		7,671		6,494		1,177		18.1	%	Equipment		8,254		8,665			8,665		(411)				(411)		(4.7)			(4.7)	%
Communication		15,317		13,756		1,561		11.3	%	Communication		22,992		22,384			22,384		608				608		2.7			2.7	%
Total occupancy, equipment and communication expense	$	57,070	$	53,678	$	3,392		6.3	%	Total occupancy, equipment and communication expense		$	72,476	$		$	71,707	$			$	769		1.1			1.1	%

	For the Years Ended
			Year Ended December 31,						Year Ended December 31,
($ and units in thousands)	December 31, 2020			December 31, 2019		($ and units in thousands)	2023	2022
Total in-house originations
Funded loans	$	35,185,528		$	21,711,668
Funded loans		125			81
Loan origination fees and gain on sale	$	1,753,517		$	817,293
Interest income (expense)		13,993			9,702

Loan origination fees and gain on sale, net
Loan origination fees and gain on sale, net
Loan origination fees and gain on sale, net
Gain on reverse mortgage loans held for investment and HMBS-related borrowings, net
Interest income, net
Other income, net		25			38
Net revenue		1,767,535			827,033
Salaries, incentive compensation and benefits		864,322			548,056
General and administrative
Occupancy, equipment and communication		48,233			48,115
Production technology		20,042			18,625
General and administrative		64,957			24,403
Depreciation and amortization		4,644			6,417
Total expenses		1,002,198			645,616
Net income allocated to origination	$	765,337		$	181,417
Net (loss) income allocated to origination

Facility ($ in thousands)	Outstanding Indebtedness		Total Facility Size		Maturity Date
Warehouse lines of credit	$	442,593	800,000⁽¹⁾		January 2021
		148,011		250,000	September 2021
		541,074	700,000⁽²⁾		February 2021
		187,214		200,000	May 2021
		232,272		300,000	September 2021
		464,355	500,000⁽³⁾		July 2021
		104,880		200,000	April 2021
Early buyout facility		25,185		75,000	March 2024⁽⁴⁾
MSR notes payable		80,750	150,000⁽⁵⁾		September 2022
		45,000	200,000⁽⁶⁾		June 2022
		20,000		65,000	July 2021

	December 31, 2020								December 31, 2019
			Percentage of								Percentage of
Level/Description ($ in thousands)	Carrying Value of Assets		Total Assets			Stockholders' Equity			Carrying Value of Assets		Total Assets			Stockholders' Equity
Level One: Prices determined using quote prices in active markets for identical assets or liabilities	$	78		0	%		0	%	$	93		0	%		0	%
Level Two: Prices determined using other significant observable inputs that other market participants would use in pricing an asset or liability and are developed based on market data obtained from sources independent of us.		2,368,777		49	%		322	%		1,504,842		58	%		371	%
Level Three: Prices determined using significant unobservable inputs that reflect our judgements about the factors that market participants use in pricing an asset or liability and are based on the best information available in the circumstances.		577,336		12	%		78	%		438,324		17	%		108	%
Total assets measured at or based on fair value		2,946,191		61	%		400	%		1,943,259		75	%		479	%
Total assets		4,818,087								2,607,413
Total stockholders' equity	$	735,992							$	406,031


	December 31, 2023						December 31, 2022
			Percentage of						Percentage of
Level/Description ($ in thousands)	Carrying Value of Assets		Total Assets		Stockholders' Equity		Carrying Value of Assets		Total Assets		Stockholders' Equity
Level Three: Prices determined using significant unobservable inputs that reflect our judgements about the factors that market participants use in pricing an asset or liability and are based on the best information available in the circumstances.	$	1,503,759	41	%	127	%	$	1,142,018	35	%	91	%
Total assets	$	3,676,720					$	3,239,591
Total stockholders' equity	$	1,183,493					$	1,249,287


Prepayment Speeds				Discount Rate				Cost to Service (per loan)
10% Adverse Change		20% Adverse Change		10% Adverse Change		20% Adverse Change		10% Adverse Change		20% Adverse Change
$	(36,968)	$	(72,701)	$	(47,899)	$	(93,196)	$	(11,315)	$	(23,573)


						December 31, 2023
Unobservable Input						Range (Weighted Average)
Life in years						0.1 - 8.9 (7.2)
Discount rate						12.0% - 12.0% (12.0%)
Conditional prepayment rate including voluntary and involuntary prepayments						6.9% - 11.3% (8.1%)


Change in input(1)	Effect on fair value of IRLC of a change in pull-through rate (in thousands)
(10)%	$	(1,431)
(5)%	$	(716)
5%	$	680
10%	$	1,216

	Class A Shares		Class A Amount		Class B Shares			Class B Amount			Shares			Amount			Additional Paid-In Capital			Retained Earnings			Total
Balance at December 31, 2018		—	$	—		—		$	—			942		$	94		$	22,317		$	418,530		$	440,941
Common stock dividends ($35,010 per share)		—		—		—			—			—			—			—			(32,500	)		(32,500	)
Stock repurchase		—		—		—			—			(14	)		(1	)		(325	)		(7,661	)		(7,987	)
Net income		—		—		—			—			—			—			—			5,577			5,577
Balance at December 31, 2019		—	$	—		—		$	—			928		$	93		$	21,992		$	383,946		$	406,031
Common stock dividends ($40,050 per share)		—		—		—			—			—			—			—			(37,166	)		(37,166	)
Effect of reorganization transactions		—		—		—			—			(928	)		(93	)		93			—			—
Issuance of common stock		14,766,709	148			45,233,291		452				—			—			(600	)		—			—
Conversion of Class B common stock		4,900,272	49			(4,900,272	)		(49	)								—			—			—
Offering costs		—		—		—			—			—			—			(4,495	)		—			(4,495	)
Stock-based compensation		—		—		—			—			—			—			1,045			—			1,045
Net income		—		—		—			—			—			—			—			370,577			370,577
Balance at December 31, 2020		19,666,981	$	197		40,333,019		$	403			0		$	—		$	18,035		$	717,357		$	735,992


	Class A Shares	Class A Amount		Class B Shares	Class B Amount		Additional Paid-In Capital		Retained Earnings		Non-controlling Interests		Total
Balance at December 31, 2021	20,723,912	$	207	40,333,019	$	403	$	42,175	$	877,194	$	34	$	920,013
Stock-based compensation	—	—		—	—		7,322		—		—		7,322
Dividend equivalents on unvested restricted stock units forfeited	—	—		—	—		(93)		93		—		—
Vesting of restricted stock units	520,142	5		—	—		(5)		—		—		—
Shares of Class A common stock withheld related to net share settlement	(117,060)	(1)		—	—		(1,096)		—		—		(1,097)
Repurchase and retirement of Class A common stock	(543,864)	(5)		—	—		(5,576)		—		—		(5,581)
Net income	—	—		—	—		—		328,598		32		328,630
Balance at December 31, 2022	20,583,130	$	206	40,333,019	$	403	$	42,727	$	1,205,885	$	66	$	1,249,287
Stock-based compensation	—	—		—	—		8,662		—		—		8,662
Dividends paid on Class A and Class B common stock ($0.50 per share)	—	—		—	—		—		(30,479)		—		(30,479)
Dividend equivalents issued on unvested restricted stock units, net of forfeitures	—	—		—	—		997		(997)		—		—
Vesting of restricted stock units	659,936	7		—	—		(7)		—		—		—
Shares of Class A common stock withheld related to net share settlement	(169,854)	(1)		—	—		(1,951)		—		—		(1,952)
Repurchase and retirement of Class A common stock	(286,398)	(4)		—	—		(3,270)		—		—		(3,274)
Non-controlling interest related to consolidated joint venture	—	—		—	—		—		—		424		424

Deconsolidation of a joint venture	—	—		—	—		—		(13)		(25)		(38)
Net loss	—	—		—	—		—		(39,009)		(128)		(39,137)
Balance at December 31, 2023	20,786,814	$	208	40,333,019	$	403	$	47,158	$	1,135,387	$	337	$	1,183,493

	2020			2019
Cash flows from operating activities
Net income	$	370,577		$	5,577
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization of fixed assets		7,501			7,333
Valuation adjustment of mortgage servicing rights		296,307			255,219
Valuation adjustment of mortgage loans held for sale		(56,083	)		(5,061	)
Unrealized gain on derivatives		(77,009	)		(12,675	)
Amortization of right-of-use assets		18,599			—
Provision for investor reserves		7,091			10,203
Provision for foreclosure losses		7,700			3,895
Valuation adjustment of contingent liabilities due to acquisitions		31,705			7,920
Gain on sale of mortgage loans excluding fair value of other financial instruments, net		(1,323,482	)		(638,902	)
Deferred income taxes		3,092			(25,976	)
Other		146			281
Benefit from investor reserves		(9,077	)		(7,994	)
Foreclosure loss reserve		(3,167	)		(3,910	)
Stock-based compensation		1,045			—
Changes in operating assets and liabilities:
Origination of mortgage loans held for sale		(35,238,696	)		(21,749,675	)
Proceeds on sale of and payments from mortgage loans held for sale		35,754,326			21,854,967
Accounts and interest receivable		(13,312	)		(6,656	)
Other assets		(11,563	)		11,791
Mortgage servicing rights		(324,903	)		(154,201	)
Accounts payable and accrued expenses		7,845			7,533
Accrued compensation and benefits		61,016			15,307
Income taxes		20,469			—
Contingent liability payments		(15,348	)		(1,437	)
Operating lease liabilities		(17,358	)		—
Deferred compensation plan liability		34,044			(785	)
Proceeds from real estate owned conveyed to HUD		1,648			5,140
Purchase and advances of real estate owned		(1,154	)		(2,601	)
Net cash used in operating activities		(468,041	)		(424,707	)
Cash flows from investing activities
Proceeds from the sale of property & equipment		35			71
Purchase of property and equipment		(8,233	)		(3,705	)
Payment made on behalf of affiliate		(9,827	)		(1,037	)
Acquisitions		—			(8,817	)
Net cash used in investing activities		(18,025	)		(13,488	)
Cash flows from financing activities
Borrowings on warehouse lines of credit		34,429,145			21,195,017
Repayments on warehouse lines of credit		(33,587,967	)		(20,731,564	)
Borrowings on MSR notes payable		67,000			87,250
Repayments on MSR notes payable		(139,250	)		(29,250	)
Contingent liability payments		(6,336	)		(5,251	)
Net change in notes payable		(1,967	)		6,460
Repurchase of stock		—			(7,987	)
Payment of offering costs		(4,495	)		—
Dividends paid		(37,166	)		(32,500	)
Net cash provided by financing activities		718,964			482,175
Increase in cash, cash equivalents and restricted cash		232,898			43,980
Cash, cash equivalents and restricted cash, beginning of year		106,735			62,755
Cash, cash equivalents and restricted cash, end of year	$	339,633		$	106,735
Supplemental information
Net cash paid for interest	$	46,082		$	40,248
Net cash paid for taxes	$	49,508		$	13,731
Net assets acquired due to acquisition	$	—		$	10,552
Non-Cash disclosures (See Note 20)


Description	Level 1		Level 2		Level 3		Total		Description	Level 1	Level 2	Level 3	Total
Assets:
Trading securities	$	78	$	—	$	—	$	78
Derivative
Trading securities
Trading securities
Notes receivable
Derivative assets
Forward delivery commitments
Forward delivery commitments
Forward delivery commitments
Interest rate lock commitments		—		—		130,338		130,338
Mortgage loans held for sale		—		2,368,777		—		2,368,777
Reverse mortgage loans held for investment
Mortgage servicing rights		—		—		446,998		446,998
Investment in warrants
Total assets at fair value	$	78	$	2,368,777	$	577,336	$	2,946,191
Liabilities:
Derivative
Forward delivery commitments	$	—	$	38,270	$	—	$	38,270
Derivative liabilities
Derivative liabilities
Derivative liabilities
Forward commitments and best efforts sales commitments
Forward commitments and best efforts sales commitments
Forward commitments and best efforts sales commitments
HMBS-related borrowings
Contingent liabilities due to acquisitions		—		—		18,094		18,094
Total liabilities at fair value	$	—	$	38,270	$	18,094	$	56,364

	IRLCs		Contingent Liabilities
Balance at December 31, 2018	$	12,541	$	5,106
Net transfers and revaluation gains		7,381		—
							Notes Receivable	Interest Rate Lock Commitments	Contingent Liabilities
Balance at December 31, 2021
Net transfers and revaluation losses						Net transfers and revaluation losses	—	(20,601)	—
Payments		—		(6,688	)
Additions		—		1,735
Valuation adjustments		—		7,920
Balance at December 31, 2019	$	19,922	$	8,073
Net transfers and revaluation gains		110,416		—
Balance at December 31, 2022
Net transfers and revaluation losses						Net transfers and revaluation losses	—	13,384	—
Payments		—		(21,684	)
Additions
Valuation adjustments		—		31,705
Balance at December 31, 2020	$	130,338	$	18,094
Balance at December 31, 2023


Balance at December 31, 2023	Fair Value		Principal Amount Due Upon Maturity		Difference
Assets:
Mortgage loans held for sale(1)	$	901,227	$	892,816	$	8,411
Reverse mortgage loans held for investment(2)	315,912		290,907		25,005
Notes receivable	10,627		11,556		(929)
Liabilities:
HMBS-related borrowings	$	302,183	$	293,542	$	8,641
Balance at December 31, 2022
Assets:
Mortgage loans held for sale(1)	$	845,775	$	868,833	$	(23,058)

	Total
Goodwill	$	2,135
Mortgage servicing rights		7,568
Fixed assets		862
Other assets		27
Accounts payable and accrued liabilities		(40	)
Net assets acquired	$	10,552

	Total
Cash payments	$	8,817
Contingent consideration		1,735
Total purchase price	$	10,552

			Fair Value
	Notional Value		Derivative Asset		Derivative Liability
Balance at December 31, 2020
IRLCs	$	5,151,179	$	130,338	$	—
Forward commitments	$	5,480,491	$	—	$	38,270
Balance at December 31, 2019
IRLCs	$	1,524,540	$	19,922	$	—
Forward commitments	$	1,961,733	$	—	$	4,863

	Gross Amounts of Recognized Liabilities			Gross Amounts Offset in the Balance Sheet		Net Amounts of Recognized Liabilities in the Balance Sheet
December 31, 2020
Forward delivery commitments	$	(54,419	)	$	4,825	$	(49,594	)
Best efforts sales commitments		(3,656	)		—		(3,656	)
Margin calls		14,980			—		14,980
Total liabilities	$	(43,095	)	$	4,825	$	(38,270	)
December 31, 2019
Forward delivery commitments	$	(5,487	)	$	2,552	$	(2,935	)
Best efforts sales commitments		(1,928	)		—		(1,928	)
Total liabilities	$	(7,415	)	$	2,552	$	(4,863	)


	Gross Amounts of Recognized Assets (Liabilities)		Gross Amounts Offset in the Balance Sheet		Cash Collateral Paid and Offset in the Balance Sheet		Net Amounts of Recognized Assets (Liabilities) in the Balance Sheet
December 31, 2023
Forward delivery commitments	$	8	$	(2,837)	3,522		$	693
Total assets	$	8	$	(2,837)	$	3,522	$	693

Forward delivery commitments and best efforts sales commitments	$	(18,105)	$	148	$	1,712	$	(16,245)

Total liabilities	$	(18,105)	$	148	$	1,712	$	(16,245)





December 31, 2022
Forward delivery commitments	$	1,887	$	(285)	$	—	$	1,602
Total assets	$	1,887	$	(285)	$	—	$	1,602

Forward delivery commitments and best efforts sales commitments	$	(11,399)	$	4,959	$	1,267	$	(5,173)

Total liabilities	$	(11,399)	$	4,959	$	1,267	$	(5,173)


	December 31, 2023
	Reverse Mortgage Loans Held for Investment		HMBS-Related Borrowings(1)
Balance — beginning of period	$	—	$	—
Originations and purchases	109,589		—
Securitization of HECM loans and tails accounted for as a financing (including realized fair value changes)	—		(106,691)

Acquisition of loans held for investment, net(2)	189,770		(187,221)
Repayments (principal payments received)	(5,089)		5,138
Change in fair value recognized in earnings(3)	21,642		(13,409)
Balance — end of period	$	315,912	$	(302,183)

Securitized loans (pledged to HMBS-related borrowings)	$	307,998	$	(302,183)
Unsecuritized loans and tail advances	7,914
Total	$	315,912


Gain on Reverse Mortgage Loans Held for Investment	December 31, 2023
Gain on new originations(1)	$	4,172
Gain on tail securitizations(2)	195
Net interest income	78
Change in fair value of reverse mortgage loans held for investment	3,788
Fair value gain recognized in earnings(3)	8,233

Gain on reverse mortgage loans held for investment	$	8,233

(in thousands)	Amount
Operating lease cost	$	25,806
Short-term lease cost		1,974
Variable lease cost		3,105
Total lease cost	$	30,885

	Amount
2021	$	20,194
2022		19,484
2023		15,088
			Amount	Amount
2024		11,002
2025		7,857
2026
2027
2028
Thereafter		35,195
Total future minimum lease payments	$	108,820
Less: imputed interest		(13,929	)
Total lease liabilities	$	94,891