loanDepot Q3 2026 net loss widens to $28.7M
Three investors accounted for 34%, 16%, and 14% of loan sales in the first nine months of 2026.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
loanDepot, Inc. (LDI) reported third-quarter 2026 net revenues of $307.145 million, versus $323.324 million a year earlier, and a net loss of $28.686 million versus $8.734 million. For the nine months ended September 30, 2026, net revenues were $930.853 million, versus $879.482 million, while net loss was $90.250 million versus $74.704 million. Net cash provided by operating activities was $951.397 million, compared with net cash used of $59.733 million in 2025.
At September 30, 2026, total assets were $6.164 billion and debt obligations, net, were $2.016 billion. During the nine months, loanDepot repurchased $70.0 million of its 2027 Senior Notes and $33.1 million of its 2028 Senior Notes. In September, loans with $138.0 million in unpaid principal balance were transferred into the MMCA 2026-SD1 securitization, recorded as a secured borrowing. In October, loanDepot closed a sale of $9.3 billion of Ginnie Mae servicing rights. On February 11, 2026, outstanding Class C shares converted into Class B shares, and Class D shares converted into Class A shares.
2 points · 1 major0 major · 3 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Major pointNine-month operating cash flow: $951.397 million provided versus $59.733 million used.
- Moderate pointNine-month net revenues: $930.853 million versus $879.482 million.
Negative
- Moderate pointThird-quarter net revenues: $307.145 million versus $323.324 million.
- Moderate pointThird-quarter net loss: $28.686 million versus $8.734 million.
- Moderate pointNine-month net loss: $90.250 million versus $74.704 million.
Filing Explained
At
Key Figures
Third-quarter net revenues: $307.145 million
Third-quarter net loss: $28.686 million
Nine-month net revenues: $930.853 million
+4 more
7 metrics
Third-quarter net revenues
$307.145 million
Three months ended September 30, 2026; $323.324 million in 2025.
Third-quarter net loss
$28.686 million
Three months ended September 30, 2026; $8.734 million in 2025.
Nine-month net revenues
$930.853 million
Nine months ended September 30, 2026; $879.482 million in 2025.
Nine-month net loss
$90.250 million
Nine months ended September 30, 2026; $74.704 million in 2025.
Net cash provided by operating activities
$951.397 million
Nine months ended September 30, 2026; net cash used was $59.733 million in 2025.
Debt obligations, net
$2.016 billion
As of September 30, 2026.
Ginnie Mae servicing rights sold
$9.3 billion
Sale executed and closed in October 2026.
Key Terms
servicing rights, unpaid principal balance, secured borrowing, warehouse and securitization facilities, +2 more
6 terms
servicing rights financial
"sale of $9.3 billion of Ginnie Mae servicing rights"
A servicing right is the legal right to manage a loan on behalf of the loan owner — collecting payments, handling customer questions, enforcing terms, and managing delinquencies. For investors it matters because servicing rights generate a steady fee income stream but also carry risks (like borrowers paying off loans early or defaulting) that affect the value and cash flow of the asset; think of it as the profit and responsibility for running someone else’s rental property.
unpaid principal balance financial
"The outstanding principal balance of the servicing portfolio"
The unpaid principal balance is the amount of the original loan or debt that remains to be repaid, not including future interest or fees. Think of it as the remaining chunk of a car or mortgage bill you still owe after making payments; for investors it shows how much underlying loan value is left, which affects expected cash flows, credit risk, and the collateral value behind bonds or loan-backed securities.
secured borrowing financial
"the transaction is accounted for as a secured borrowing"
warehouse and securitization facilities financial
"aggregate $4.4 billion of warehouse and securitization facilities"
Level 3 financial
"significant unobservable inputs (Level 3)"
Level 3 describes the lowest-confidence category in the accounting “fair value” hierarchy, covering assets or liabilities whose prices are not observable in the market and must be estimated using judgment and internal models. For investors, Level 3 items matter because they can introduce greater uncertainty and potential valuation swings—like valuing a unique antique versus checking a price tag on a supermarket shelf—so they signal higher model risk and lower liquidity.
noncontrolling interest financial
"The noncontrolling interest of $124.7 million"
The portion of a business owned by investors other than the controlling owner when one company has control of another; it represents outside shareholders’ share of the subsidiary’s assets and profits. For investors, it matters because those outside claims reduce the amount of profit and net assets attributable to the parent owner — similar to saying part of a pizza belongs to someone else — and thus affects earnings, book value and valuation.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were LDI's third-quarter 2026 revenue and net loss?
For the three months ended September 30, 2026, loanDepot reported net revenues of $307.145 million and a net loss of $28.686 million. For the same 2025 period, net revenues were $323.324 million and net loss was $8.734 million.
How much operating cash did LDI generate in the first nine months of 2026?
For the nine months ended September 30, 2026, loanDepot reported net cash provided by operating activities of $951.397 million, compared with net cash used in operating activities of $59.733 million in 2025.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _____to _____
Commission File Number: 001-40003
(Exact Name of Registrant as Specified in Its Charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: (888) 337-6888
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | ☒ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 4, 2026, 234,459,586 shares of the registrant’s Class A common stock, par value $0.001 per share, were outstanding and 104,182,166 shares of the registrant’s Class B common stock, par value $0.001 per share, were outstanding. There were no
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. These forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and may contain the words “believe,” “anticipate,” “expect,” “intend,” “plan,” “predict,” “estimate,” “project,” “will be,” “will continue,” “will likely result,” or other similar words and phrases or future or conditional verbs such as “will,” “may,” “might,” “should,” “would,” or “could” and the negatives of those terms. Examples of forward-looking statements include, but are not limited to: information concerning possible or assumed future results of operations; legal and regulatory matters, business strategies and initiatives; our digital transformation, including our 5x5 HomeLoan partnerships and resulting capabilities and benefits; our efforts to address or refinance our senior notes; actions to reduce. extend or repurchase our debt; expected debt terms; financial covenants; financial condition and liquidity; dividend policy; interest rate expectations and changes; borrower equity creation and resulting opportunities; and our ability to regain and maintain compliance with New York Stock Exchange listing standards.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Given these uncertainties, you should not place undue reliance on forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this report. You should read this report with the understanding that our actual future results may be materially different from what we expect.
Important factors that could cause actual results to differ materially from our expectations are included in Part I, Item 2 “Management's Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A “Risk Factors” in this report as well as Part I, Item 1A “Risk Factors” and Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on March 12, 2026.
Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
loanDepot, Inc.
Table of Contents
PART 1. FINANCIAL INFORMATION | |||||
Item 1. Financial Statements | |||||
Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025 | 1 | ||||
Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025 | 2 | ||||
Consolidated Statements of Equity for the three and nine months ended September 30, 2026 and 2025 | 3 | ||||
Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025 | 5 | ||||
Notes to Consolidated Financial Statements | 7 | ||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 35 | ||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 53 | ||||
Item 4. Controls and Procedures | |||||
PART II. OTHER INFORMATION | |||||
Item 1. Legal Proceedings | 56 | ||||
Item 1A. Risk Factors | 56 | ||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 57 | ||||
Item 3. Defaults Upon Senior Securities | 57 | ||||
Item 4. Mine Safety Disclosures | 57 | ||||
Item 5. Other Information | 57 | ||||
Item 6. Exhibits | 58 | ||||
Signatures | 59 | ||||
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
loanDepot, Inc.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
| September 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | (Unaudited) | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
Loans held for sale, at fair value (includes $ | |||||||||||
Loans held for investment, at fair value (pledged to creditors in a securitization trust) | |||||||||||
| Derivative assets, at fair value | |||||||||||
Servicing rights, at fair value (includes $ | |||||||||||
| Trading securities, at fair value | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Loans eligible for repurchase | |||||||||||
| Investments in joint ventures | |||||||||||
Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Warehouse and other lines of credit | $ | $ | |||||||||
| Accounts payable, accrued expenses and other liabilities | |||||||||||
| Derivative liabilities, at fair value | |||||||||||
| Liability for loans eligible for repurchase | |||||||||||
| Operating lease liability | |||||||||||
| Debt obligations, net | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 15) | |||||||||||
Class A common stock, $ | |||||||||||
Class B common stock, $ | |||||||||||
Class C common stock, $ | |||||||||||
Class D common stock, $ | |||||||||||
Preferred stock, $ | |||||||||||
Treasury stock at cost, | ( | ( | |||||||||
| Additional paid-in capital | |||||||||||
Retained deficit | ( | ( | |||||||||
| Noncontrolling interest | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See accompanying notes to the unaudited consolidated financial statements.
1
loanDepot, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands except per share amounts)
(Unaudited)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| REVENUES: | |||||||||||||||||||||||
| Interest income | $ | $ | $ | $ | |||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
Net interest income | |||||||||||||||||||||||
| Gain on origination and sale of loans, net | |||||||||||||||||||||||
| Origination income, net | |||||||||||||||||||||||
| Servicing fee income | |||||||||||||||||||||||
| Change in fair value of servicing rights, net | ( | ( | ( | ( | |||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Total net revenues | |||||||||||||||||||||||
| EXPENSES: | |||||||||||||||||||||||
| Personnel expense | |||||||||||||||||||||||
| Marketing and advertising expense | |||||||||||||||||||||||
| Direct origination expense | |||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||
| Occupancy expense | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Servicing expense | |||||||||||||||||||||||
| Other interest expense | |||||||||||||||||||||||
| Total expenses | |||||||||||||||||||||||
Loss before income taxes | ( | ( | ( | ( | |||||||||||||||||||
Income tax expense (benefit) | ( | ( | ( | ||||||||||||||||||||
Net loss | ( | ( | ( | ( | |||||||||||||||||||
Net loss attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
Net loss attributable to loanDepot, Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
(Loss) earnings per share: | |||||||||||||||||||||||
| Basic | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes to the unaudited consolidated financial statements.
2
loanDepot, Inc.
CONSOLIDATED STATEMENTS OF EQUITY
(Dollars in thousands)
(Unaudited)
| Common stock outstanding | Common stock $ | Treasury Stock | Additional paid-in capital | Retained Deficit | Non-controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A | Class B | Class C | Class D | Class A | Class B | Class C | Class D | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion-related deferred taxes and adjustments | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net common stock issued under stock-based compensation plans | — | ( | — | — | ( | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Forfeiture of dividend equivalents on unvested Class A RSUs | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Refund of tax distributions, net | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion-related deferred taxes and adjustments | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net common stock issued under stock-based compensation plans | ( | — | — | — | — | — | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Refund of tax distributions, net | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to the unaudited consolidated financial statements.
3
loanDepot, Inc.
CONSOLIDATED STATEMENTS OF EQUITY
(Dollars in thousands)
(Unaudited)
| Common stock outstanding | Common stock $ | Treasury Stock | Additional paid-in capital | Retained Deficit | Non-controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A | Class B | Class C | Class D | Class A | Class B | Class C | Class D | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | — | $ | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion-related deferred taxes and adjustments | — | — | — | — | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net common stock issued under stock-based compensation plans | — | ( | — | — | ( | — | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Forfeiture of dividend equivalents on unvested Class A RSUs | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions for taxes on behalf of shareholders, net | — | — | — | — | — | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | — | $ | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion-related deferred taxes and adjustments | — | — | — | — | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion pursuant to Amended and Restated Certificate of Incorporation | ( | ( | ( | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net common stock issued under stock-based compensation plans | ( | ( | — | — | ( | — | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Refund of tax distributions, net | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to the unaudited consolidated financial statements.
4
loanDepot, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
Net loss | $ | ( | $ | ( | |||||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||||||
Cash provided by (used in) operating activities: | |||||||||||
| Depreciation and amortization expense | |||||||||||
| Amortization of operating lease right-of-use asset | |||||||||||
| Amortization of debt discount and debt issuance costs | |||||||||||
| Gain on origination and sale of loans | ( | ( | |||||||||
| Fair value change in trading securities | ( | ||||||||||
Provision for loss obligation on sold loans and servicing rights | |||||||||||
| Deferred tax expense (benefit) | ( | ||||||||||
| Fair value change in derivative assets | ( | ||||||||||
| Fair value change in derivative liabilities | ( | ||||||||||
| Fair value change in loans held for sale | ( | ||||||||||
| Fair value change in loans held for investment | ( | ( | |||||||||
| Fair value change in servicing rights | |||||||||||
| Stock-based compensation expense | |||||||||||
| Originations of loans | ( | ( | |||||||||
| Proceeds from sales of loans | |||||||||||
Proceeds from principal payments on loans held for sale | |||||||||||
Proceeds from principal payments on loans held for investment | |||||||||||
| Payments to investors for loan repurchases | ( | ( | |||||||||
| Premiums paid on derivatives | ( | ( | |||||||||
| Gain on extinguishment of debt | ( | ||||||||||
| Disbursements from joint ventures | |||||||||||
| Other changes in operating assets and liabilities | |||||||||||
Net cash provided by (used in) operating activities | ( | ||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
| Purchase of property and equipment | ( | ( | |||||||||
| Proceeds from sale of servicing rights | |||||||||||
| Cash flows received on trading securities | |||||||||||
| Investments in joint ventures | ( | ||||||||||
Net cash provided by investing activities | |||||||||||
See accompanying notes to the unaudited consolidated financial statements.
5
loanDepot, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(Dollars in thousands)
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Proceeds from borrowings on warehouse and other lines of credit | $ | $ | |||||||||
| Repayment of borrowings on warehouse and other lines of credit | ( | ( | |||||||||
| Proceeds from debt obligations | |||||||||||
| Payments on debt obligations | ( | ( | |||||||||
| Payments of debt issuance costs | ( | ( | |||||||||
| Treasury stock purchased to net settle and withhold taxes on vested shares | ( | ( | |||||||||
| Exercise of stock options | |||||||||||
Refund (payment) of shareholder tax distributions and dividends, net | ( | ||||||||||
Net cash (used in) provided by financing activities | ( | ||||||||||
| Net change in cash and cash equivalents and restricted cash | ( | ( | |||||||||
| Cash and cash equivalents and restricted cash at beginning of the period | |||||||||||
Cash and cash equivalents and restricted cash at end of the period | $ | $ | |||||||||
| SUPPLEMENTAL DISCLOSURES: | |||||||||||
| Cash paid (received) during the period for: | |||||||||||
Interest | $ | $ | |||||||||
| Income taxes | $ | ( | $ | ||||||||
| Supplemental disclosure of noncash investing and financing activities | |||||||||||
Loans transferred from held for sale to held for investment | $ | $ | |||||||||
| Loans transferred from held for investment to held for sale | $ | $ | |||||||||
| Loans transferred from held for investment to real estate owned | $ | $ | |||||||||
| Operating leases right-of-use assets obtained in exchange for lease liabilities | $ | $ | |||||||||
Cash and cash equivalents and restricted cash reconciliation | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
Total cash and cash equivalents and restricted cash | $ | $ | |||||||||
See accompanying notes to the unaudited consolidated financial statements.
6
loanDepot, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($ are in thousands, except per share amounts, or unless otherwise indicated)
(Unaudited)
NOTE 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited consolidated financial statements were prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation were included. The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. For further information, refer to the consolidated financial statements and footnotes thereto included in the Annual Report of loanDepot, Inc. on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”).
Nature of Operations
loanDepot, Inc. (together with its consolidated subsidiaries, the “Company”) was incorporated in Delaware on November 6, 2020 to facilitate the initial public offering (“IPO”) of its Class A common stock and related transactions in order to carry on the business of LD Holdings Group LLC (“LD Holdings”) and its consolidated subsidiaries. loanDepot, Inc.’s common stock began trading on the New York Stock Exchange on February 11, 2021 under the ticker symbol “LDI.” loanDepot, Inc. is a holding company and its sole material asset is its equity interest in LD Holdings.
The Company engages in originating, financing, selling, and servicing residential mortgage loans, and engages in title, escrow, and settlement services for mortgage loan transactions. The Company derives income primarily from gains on the origination and sale of loans to investors, from loan servicing, and from fees charged for settlement services related to the origination and sale of loans.
Summary of Significant Accounting Policies
Our accounting policies are described below and in Note 1- Description of Business and Summary of Significant Accounting Policies, of our audited consolidated financial statements included in our 2025 Form 10-K.
Consolidation and Basis of Presentation
The Company's consolidated financial statements are prepared in accordance with GAAP as codified in the FASB’s Accounting Standards Codification (“ASC”). In the opinion of management, the unaudited consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. Certain items in prior periods were reclassified to conform to the current presentation.
loanDepot, Inc. is a holding company, its sole material asset is its equity interest in LD Holdings, and through its ability to appoint the board of directors of LD Holdings, loanDepot, Inc. indirectly operates and controls all of LD Holdings’ business and affairs. LD Holdings is also a holding company and has no material assets other than its equity interests in its direct subsidiaries consisting of a 99.96 % ownership in loanDepot.com, LLC (“LDLLC”), the majority asset of the group, and 100
The accompanying consolidated financial statements include all of the assets, liabilities, and results of operations of the Company and consolidated variable interest entities (“VIEs”) in which the Company is the primary beneficiary. VIEs are entities that have a total equity investment at risk that is insufficient to permit the entity to finance its activities without additional subordinated financial support, whose equity investors at risk lack the ability to control the entity's activities, or is structured with non-substantive voting rights. The Company evaluates its associations with VIEs, both at inception and when
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there is a change in circumstance that requires reconsideration, to determine if the Company is the primary beneficiary and consolidation is required. A primary beneficiary is defined as a variable interest holder that has a controlling financial interest. A controlling financial interest requires both: (a) the power to direct the activities that most significantly impact the VIE’s economic performance, and (b) the obligation to absorb losses or receive benefits of a VIE that could potentially be significant to the VIE. The Company has not provided financial or other support during the periods presented to any VIE that it was not previously contractually required to provide. Other entities that the Company does not consolidate, but for which it has significant influence over operating and financial policies, are accounted for using the equity method. All intercompany accounts and transactions have been eliminated in consolidation.
The Company has evaluated subsequent events for recognition or disclosure through the date of this report and has not identified any recordable or disclosable events that were not already reported in these consolidated financial statements or notes thereto.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Management has made estimates in certain areas, including determining the fair value of loans held for sale (“LHFS”), loans held for investment (“LHFI”), servicing rights, derivative assets and derivative liabilities, trading securities, awards granted under the incentive equity plan, and determining the loan loss obligation on sold loans and MSRs. Actual results could differ from those estimates.
Concentration of Risk
The Company has limited its concentration in credit risk for cash by maintaining deposits in several financial institutions, which may at times exceed amounts covered by insurance provided by the Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk related to cash.
Due to the nature of the mortgage lending industry, changes in interest rates may significantly impact revenue from originating mortgages and subsequent sales of loans to investors, which are the primary source of income for the Company. The Company originates mortgage loans on property located throughout the United States, with loans originated for property located in California totaling approximately 17 % of total loan originations for the nine months ended September 30, 2026.
The Company sells mortgage loans to or securitizes them with various third-party investors. Three investors accounted for 34 %, 16 %, and 14 % of the Company’s loan sales for the nine months ended September 30, 2026. No other investors accounted for more than 5% of the loan sales for the nine months ended September 30, 2026.
NOTE 2 – FAIR VALUE
The Company's consolidated financial statements include assets and liabilities that are measured based on their estimated fair values. Refer to Note 1 - Description of Business, Presentation and Summary of Significant Accounting Policies in the 2025 Form 10-K and below for information on the fair value hierarchy, valuation methodologies, and key inputs used to measure financial assets and liabilities recorded at fair value, as well as methods and assumptions used to estimate fair value disclosures for financial instruments not recorded at fair value in their entirety on a recurring basis.
Financial Statement Items Measured at Fair Value on a Recurring Basis
The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis by fair value hierarchy as of the dates indicated.
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| September 30, 2026 | ||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||
| Fair value through net income: | ||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Loans held for sale | $ | $ | $ | $ | ||||||||||||||||||||||
Loans held for investment | ||||||||||||||||||||||||||
| Trading securities | ||||||||||||||||||||||||||
| Derivative assets: | ||||||||||||||||||||||||||
| Interest rate lock commitments | ||||||||||||||||||||||||||
| Forward sale contracts | ||||||||||||||||||||||||||
Put options on treasuries - assets | ||||||||||||||||||||||||||
| Servicing rights | ||||||||||||||||||||||||||
| Total assets at fair value | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| Derivative liabilities: | ||||||||||||||||||||||||||
| Interest rate lock commitments | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest rate swap futures | ||||||||||||||||||||||||||
| Forward sale contracts | ||||||||||||||||||||||||||
| Servicing rights | ||||||||||||||||||||||||||
| Total liabilities at fair value | $ | $ | $ | $ | ||||||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||
| Fair value through net income: | ||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Loans held for sale | $ | $ | $ | $ | ||||||||||||||||||||||
Loans held for investment | ||||||||||||||||||||||||||
| Trading securities | ||||||||||||||||||||||||||
| Derivative assets: | ||||||||||||||||||||||||||
| Interest rate lock commitments | ||||||||||||||||||||||||||
| Forward sale contracts | ||||||||||||||||||||||||||
| Servicing rights | ||||||||||||||||||||||||||
| Total assets at fair value | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| Derivative liabilities: | ||||||||||||||||||||||||||
| Interest rate lock commitments | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest rate swap futures | ||||||||||||||||||||||||||
| Forward sale contracts | ||||||||||||||||||||||||||
| Put options on treasuries | ||||||||||||||||||||||||||
| Servicing rights | ||||||||||||||||||||||||||
| Total liabilities at fair value | $ | $ | $ | $ | ||||||||||||||||||||||
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The following presents the changes in the Company’s assets and liabilities that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):
| Three Months Ended September 30, 2026 | Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||
| IRLCs, net | Servicing Rights, net | IRLCs, net | Servicing Rights, net | |||||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | ||||||||||||||||||||||
| Total net gains (losses) included in: | ||||||||||||||||||||||||||
| Gain on origination and sale of loans, net: | ||||||||||||||||||||||||||
| Issuances and additions | ||||||||||||||||||||||||||
Fallout | ( | ( | ||||||||||||||||||||||||
Transfers of IRLC to LHFS | ( | ( | ||||||||||||||||||||||||
Valuation changes in servicing rights, net(1) | ( | |||||||||||||||||||||||||
| Sales | ( | ( | ||||||||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | ||||||||||||||||||||||
(1)The change in unrealized gains or losses relating to servicing rights still held at September 30, 2026 amounted to a net gain of $66.9 million and net gain of $242.0 million for the three and nine months ended September 30, 2026, respectively.
| Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||
| IRLCs, net | Servicing Rights, net | IRLCs, net | Servicing Rights, net | |||||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | ||||||||||||||||||||||
| Total net gains (losses) included in: | ||||||||||||||||||||||||||
| Gain on origination and sale of loans, net: | ||||||||||||||||||||||||||
| Issuances and additions | ||||||||||||||||||||||||||
Fallout | ( | ( | ||||||||||||||||||||||||
| Transfers of IRLC to LHFS | ( | ( | ||||||||||||||||||||||||
Valuation changes in servicing rights, net(1) | ( | ( | ||||||||||||||||||||||||
| Sales | ( | ( | ||||||||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | ||||||||||||||||||||||
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The following table presents quantitative information about the valuation techniques and unobservable inputs applied to Level 3 fair value measurements for financial instruments measured at fair value on a recurring basis:
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
| Unobservable Input | Range of inputs | Weighted Average(1) | Range of inputs | Weighted Average(1) | ||||||||||||||||||||||||||||||||||
| IRLCs | ||||||||||||||||||||||||||||||||||||||
| Pull-through rate | - | - | ||||||||||||||||||||||||||||||||||||
| Servicing rights | ||||||||||||||||||||||||||||||||||||||
Discount rate(2) | - | - | ||||||||||||||||||||||||||||||||||||
Prepayment rate | - | - | ||||||||||||||||||||||||||||||||||||
| Cost to service (per loan) | $ | - | $ | $ | $ | - | $ | $ | ||||||||||||||||||||||||||||||
(1)Weighted average inputs are based on the committed amounts for IRLCs and the UPB of the underlying loans for servicing rights.
Financial Statement Items Measured at Fair Value on a Nonrecurring Basis
The Company did not have any material assets or liabilities that were recorded at fair value on a nonrecurring basis as of September 30, 2026 or December 31, 2025.
Financial Statement Items Measured at Amortized Cost
The following table presents the carrying amount and estimated fair value of financial instruments included in the consolidated financial statements that are not recorded at fair value on a recurring or nonrecurring basis. The table excludes cash and cash equivalents, restricted cash, loans eligible for repurchase, warehouse and other lines of credit, and secured debt facilities as these financial instruments are highly liquid or short-term in nature and as a result, their carrying amounts approximate fair value:
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| Carrying Amount | Estimated Fair Value | Carrying Amount | Estimated Fair Value | |||||||||||||||||||||||
| Senior Notes | $ | $ | $ | $ | ||||||||||||||||||||||
| Other secured financings | $ | $ | $ | $ | ||||||||||||||||||||||
Fair value of the Company’s Senior Notes is estimated using quoted market prices and classified as Level 2 in the fair value hierarchy. Fair value of the Company’s other secured financings is estimated using quoted market prices and classified as Level 2 in the fair value hierarchy.
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NOTE 3 – LOANS HELD FOR SALE, AT FAIR VALUE
The following table represents the unpaid principal balance of loans held for sale by product type of loan as of September 30, 2026 and December 31, 2025:
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| Amount | % | Amount | % | |||||||||||||||||||||||
| Conforming - fixed | $ | % | $ | % | ||||||||||||||||||||||
| Conforming - ARM | ||||||||||||||||||||||||||
| Government - fixed | ||||||||||||||||||||||||||
| Government - ARM | ||||||||||||||||||||||||||
| Other - residential mortgage loans | ||||||||||||||||||||||||||
| HELOC | ||||||||||||||||||||||||||
| Total | % | % | ||||||||||||||||||||||||
| Fair value adjustment | ( | |||||||||||||||||||||||||
| Loans held for sale, at fair value | $ | $ | ||||||||||||||||||||||||
A summary of the changes in the balance of loans held for sale is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | ||||||||||||||||||||||
| Origination and purchase of loans | ||||||||||||||||||||||||||
| Sales | ( | ( | ( | ( | ||||||||||||||||||||||
Transfers to loans held for investment | ( | ( | ||||||||||||||||||||||||
| Transfers from loans held for investment | ||||||||||||||||||||||||||
| Repurchases | ||||||||||||||||||||||||||
| Principal payments | ( | ( | ( | ( | ||||||||||||||||||||||
Fair value (loss) gain | ( | ( | ||||||||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | ||||||||||||||||||||||
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Gain on origination and sale of loans, net is comprised of the following components:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
(Discount) premium from loan sales | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| Servicing rights additions | ||||||||||||||||||||||||||
Unrealized gains (losses) from derivative assets and liabilities | ( | |||||||||||||||||||||||||
Realized gains (losses) from derivative assets and liabilities | ( | ( | ||||||||||||||||||||||||
| Discount points, rebates and lender paid costs | ||||||||||||||||||||||||||
Fair value (loss) gain | ( | ( | ||||||||||||||||||||||||
Provision for loan loss obligation for loans sold | ( | ( | ( | ( | ||||||||||||||||||||||
| Total gain on origination and sale of loans, net | $ | $ | $ | $ | ||||||||||||||||||||||
The following table summarizes the difference between the aggregate fair value and the aggregate unpaid principal balance for loans held for sale.
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
| Fair value | UPB | Difference | Fair value | UPB | Difference | |||||||||||||||||||||||||||||||||
| Current through 89 days delinquent | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||
90+ days delinquent(1) | ( | ( | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||
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NOTE 4 – LOANS HELD FOR INVESTMENT, AT FAIR VALUE
In April 2024, the Company executed a securitization of a pool of approximately $150.0 million of fixed-rate and adjustable-rate, performing, re-performing and non-performing residential mortgage loans that was recorded as a secured borrowing in which the loans remained on the consolidated balance sheet as loans held for investment, at fair value. In September 2026, the Company exercised its option to redeem the outstanding notes from the Mello Mortgage Capital Acceptance 2024-SD1 securitization (“MMCA 2024-SD1”) and the majority of the performing and re-performing loans were delivered into the Mello Mortgage Capital Acceptance 2026-SD1 securitization (“MMCA 2026-SD1”) with an additional pool of performing and re-performing loans that were transferred from LHFS for a total of $138.0 million in UPB. This securitization was also recorded as a secured borrowing in which the loans remain on the consolidated balance sheet as loans held for investment, at fair value.
A summary of the changes in the balance of loans held for investment is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | ||||||||||||||||||||||
| Transfers from loans held for sale | ||||||||||||||||||||||||||
| Transfers to loans held for sale | ( | ( | ||||||||||||||||||||||||
| Transfers to REO | ( | ( | ||||||||||||||||||||||||
| Principal payments | ( | ( | ( | ( | ||||||||||||||||||||||
| Fair value adjustment | ||||||||||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | ||||||||||||||||||||||
The following table summarizes the difference between the aggregate fair value and the aggregate unpaid principal balance for loans held for investment.
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
| Fair value | UPB | Difference | Fair value | UPB | Difference | |||||||||||||||||||||||||||||||||
| Current through 89 days delinquent | $ | $ | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||||||
90+ days delinquent(1) | ( | |||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||||||
Income from loans held for investment is included in other income on the consolidated statement of operations, and includes $1.1 million and $3.9 million of interest income for the three and nine months ended September 30, 2026, respectively, and fair value gains of $0.6 million and $1.7 million for the three and nine months ended September 30, 2026, respectively.
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NOTE 5 – SERVICING RIGHTS, AT FAIR VALUE
The outstanding principal balance of the servicing portfolio was comprised of the following:
| September 30, 2026 | December 31, 2025 | |||||||||||||
Agency | $ | $ | ||||||||||||
| Government | ||||||||||||||
Other | ||||||||||||||
| Total servicing portfolio | $ | $ | ||||||||||||
A summary of the changes in the balance of servicing rights, net of servicing rights liability is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | ||||||||||||||||||||||
Servicing rights additions | ||||||||||||||||||||||||||
| Sales proceeds, net | ( | ( | ( | ( | ||||||||||||||||||||||
| Changes in fair value: | ||||||||||||||||||||||||||
| Due to changes in valuation inputs or assumptions | ( | ( | ||||||||||||||||||||||||
| Due to collection/realization of cash flows | ( | ( | ( | ( | ||||||||||||||||||||||
Realized (losses) gains on sale of servicing rights(1) | ( | ( | ||||||||||||||||||||||||
Total changes in fair value | ( | ( | ( | |||||||||||||||||||||||
Balance at end of period(2) | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Includes realized MSR sale gain and broker fees.
(2) Servicing assets of $1.7 billion and $1.6 billion at September 30, 2026 and September 30, 2025, respectively, are presented net of servicing liabilities of $22.5 million and $19.7 million, respectively.
In October 2026, the Company executed and closed a sale of $9.3 billion Ginnie Mae servicing rights from the total servicing portfolio.
The following is a summary of the components of loan servicing fee income as reported in the Company’s consolidated statements of operations:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Contractual servicing fees | $ | $ | $ | $ | ||||||||||||||||||||||
| Late, ancillary and other fees | ||||||||||||||||||||||||||
| Servicing fee income | $ | $ | $ | $ | ||||||||||||||||||||||
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The following is a summary of the components of change in fair value of servicing rights, net of hedge as reported in the Company’s consolidated statements of operations:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Changes in fair value: | ||||||||||||||||||||||||||
| Due to collection/realization of cash flows | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Due to changes in valuation inputs or assumptions | ( | ( | ||||||||||||||||||||||||
Realized (losses) gains on sale of servicing rights(1) | ( | ( | ||||||||||||||||||||||||
Other realized losses on sales of servicing rights (2) | ( | ( | ( | ( | ||||||||||||||||||||||
Net (losses) gains from derivatives hedging servicing rights | ( | ( | ||||||||||||||||||||||||
Valuation changes in servicing rights, net of hedging gains and losses | ( | ( | ||||||||||||||||||||||||
| Changes in fair value of servicing rights, net | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
(1)Includes realized MSR sale gain and broker fees.
The table below illustrates hypothetical changes in fair values of servicing rights, caused by assumed immediate changes to key assumptions that are used to determine fair value.
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Fair Value of Servicing Rights, net | $ | $ | ||||||||||||
| Change in Fair Value from Adverse Changes: | ||||||||||||||
| Option-Adjusted Spread (OAS): | ||||||||||||||
| Addition of 100 basis points | ( | ( | ||||||||||||
| Addition of 200 basis points | ( | ( | ||||||||||||
| Cost of Servicing: | ||||||||||||||
| Increase 10% | ( | ( | ||||||||||||
| Increase 20% | ( | ( | ||||||||||||
| Prepayment Speed: | ||||||||||||||
| Increase 10% | ( | ( | ||||||||||||
| Increase 20% | ( | ( | ||||||||||||
Sensitivities are hypothetical changes in fair value and cannot be extrapolated because the relationship of changes in assumptions to changes in fair value may not be linear. Also, the effect of a variation in a particular assumption is calculated without changing any other assumption, whereas a change in one factor may result in changes to another. Accordingly, no assurance can be given that actual results would be consistent with the results of these estimates. As a result, actual future changes in servicing rights values may differ significantly from those displayed above.
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NOTE 6 – DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
Derivative instruments utilized by the Company primarily include interest rate lock commitments, forward sale contracts, mortgage-backed securities (“MBS”) put options, put options on treasuries, and interest rate swap futures. Derivative financial instruments are recognized as assets or liabilities and are measured at fair value. The Company accounts for derivatives as free-standing derivatives and does not designate any derivative financial instruments for hedge accounting. All derivative financial instruments are recognized on the consolidated balance sheets at fair value with changes in the fair values being reported in current period earnings. The Company does not use derivative financial instruments for purposes other than in support of its risk management activities. Refer to Note 1- Description of Business and Summary of Significant Accounting Policies and Note 2- Fair Value for further details on derivatives in the 2025 Form 10-K.
The following summarizes the Company’s outstanding derivative instruments:
| Fair Value | ||||||||||||||||||||||||||
| Notional | Balance Sheet Location | Asset | Liability | |||||||||||||||||||||||
| September 30, 2026: | ||||||||||||||||||||||||||
| Interest rate lock commitments | $ | Derivative asset, at fair value | $ | $ | — | |||||||||||||||||||||
| Interest rate lock commitments | Derivative liabilities, at fair value | — | ||||||||||||||||||||||||
| Forward sale contracts | Derivative asset, at fair value | — | ||||||||||||||||||||||||
| Forward sale contracts | Derivative liabilities, at fair value | — | ||||||||||||||||||||||||
| Put options on treasuries | Derivative asset, at fair value | — | ||||||||||||||||||||||||
| Put options on treasuries | Derivative liabilities, at fair value | — | ||||||||||||||||||||||||
| Interest rate swap futures | Derivative asset, at fair value | — | ||||||||||||||||||||||||
| Interest rate swap futures | Derivative liabilities, at fair value | — | ||||||||||||||||||||||||
| Total derivative financial instruments | $ | $ | ||||||||||||||||||||||||
| Fair Value | ||||||||||||||||||||||||||
| Notional | Balance Sheet Location | Asset | Liability | |||||||||||||||||||||||
| December 31, 2025: | ||||||||||||||||||||||||||
| Interest rate lock commitments | $ | Derivative asset, at fair value | $ | $ | — | |||||||||||||||||||||
| Interest rate lock commitments | Derivative liabilities, at fair value | — | ||||||||||||||||||||||||
| Forward sale contracts | Derivative asset, at fair value | — | ||||||||||||||||||||||||
| Forward sale contracts | Derivative liabilities, at fair value | — | ||||||||||||||||||||||||
| Put options on treasuries | Derivative asset, at fair value | — | ||||||||||||||||||||||||
| Put options on treasuries | Derivative liabilities, at fair value | — | ||||||||||||||||||||||||
| Interest rate swap futures | Derivative asset, at fair value | — | ||||||||||||||||||||||||
| Interest rate swap futures | Derivative liabilities, at fair value | — | ||||||||||||||||||||||||
| Total derivative financial instruments | $ | $ | ||||||||||||||||||||||||
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Because many of the Company’s current derivative agreements are not exchange-traded, the Company is exposed to credit loss in the event of nonperformance by the counterparty to the agreements. The Company controls this risk through credit monitoring procedures including financial analysis, dollar limits, and other monitoring procedures. The notional amount of the contracts does not represent the Company’s exposure to credit loss.
The following summarizes the realized and unrealized net gains or losses on derivative financial instruments and the consolidated statements of operations line items where such gains and losses are included:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| Derivative instrument | Statements of Operations Location | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||
| Interest rate lock commitments, net | Gain on origination and sale of loans, net | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||
| Forward sale contracts | Gain on origination and sale of loans, net | ( | ( | |||||||||||||||||||||||||||||
| Interest rate swap futures | Gain on origination and sale of loans, net | ( | ||||||||||||||||||||||||||||||
| Put options | Gain on origination and sale of loans, net | ( | ||||||||||||||||||||||||||||||
| Forward sale contracts | Change in fair value of servicing rights, net | ( | ( | |||||||||||||||||||||||||||||
| Interest rate swap futures | Change in fair value of servicing rights, net | ( | ( | |||||||||||||||||||||||||||||
| Put options | Change in fair value of servicing rights, net | ( | ( | ( | ||||||||||||||||||||||||||||
Total realized and unrealized (losses) gains on derivative financial instruments | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
NOTE 7 – BALANCE SHEET NETTING
The Company has entered into agreements with counterparties, which include netting arrangements whereby the counterparties are entitled to settle their positions on a net basis. In certain circumstances, the Company is required to provide certain counterparties financial instruments and cash collateral against derivative financial instruments, warehouse and other lines of credit, or debt obligations. Cash collateral is held in margin accounts and included in restricted cash on the Company's consolidated balance sheets.
The table below represents financial assets and liabilities that are subject to master netting arrangements or similar agreements categorized by financial instrument, together with corresponding financial instruments and corresponding collateral received or pledged. In circumstances where right of offset criteria is met, the related asset and liability are presented in a net position on the consolidated balance sheets. Warehouse and other lines of credit and secured debt obligations were secured by financial instruments and cash collateral with fair values that exceeded the liability amount recorded on the consolidated balance sheets as of September 30, 2026, and December 31, 2025, respectively. Refer to Note 9 – Warehouse and Other Lines of Credit for further details on cash collateral requirements.
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| September 30, 2026 | ||||||||||||||||||||||||||||||||||||||
| Gross amounts recognized | Gross amounts offset in consolidated balance sheet | Net amounts presented in consolidated balance sheet | Gross amounts not offset in consolidated balance sheet | Net amount | ||||||||||||||||||||||||||||||||||
| Financial instruments | Cash collateral | |||||||||||||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||||||||
| Forward sale contracts | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Put options on treasuries | ||||||||||||||||||||||||||||||||||||||
| Total Assets | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||||||||
| Forward sale contracts | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Interest rate swap futures | ( | |||||||||||||||||||||||||||||||||||||
| Warehouse and other lines of credit | ( | |||||||||||||||||||||||||||||||||||||
Secured debt obligations (1) | ( | |||||||||||||||||||||||||||||||||||||
| Total liabilities | $ | $ | ( | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||
(1)Secured debt obligations as of September 30, 2026 included secured credit facilities, Term Notes, and other secured financings.
| December 31, 2025 | ||||||||||||||||||||||||||||||||||||||
| Gross amounts recognized | Gross amounts offset in consolidated balance sheets | Net amounts presented in consolidated balance sheets | Gross amounts not offset in consolidated balance sheets | Net amount | ||||||||||||||||||||||||||||||||||
| Financial instruments | Cash collateral | |||||||||||||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||||||||
| Forward sale contracts | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Total assets | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||||||||
| Forward sale contracts | $ | $ | ( | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||
| Put options on treasuries | ( | |||||||||||||||||||||||||||||||||||||
| Interest rate swap futures | ( | |||||||||||||||||||||||||||||||||||||
| Warehouse and other lines of credit | ( | |||||||||||||||||||||||||||||||||||||
Secured debt obligations (1) | ( | |||||||||||||||||||||||||||||||||||||
| Total liabilities | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
NOTE 8 – VARIABLE INTEREST ENTITIES
The Company evaluates its involvement with entities to determine if these entities meet the definition of a VIE and whether the Company is the primary beneficiary and should consolidate the VIE. The Company did not provide any non-contractual financial support to VIEs for the nine months ended September 30, 2026, and year ended December 31, 2025.
Consolidated VIEs
LD Holdings
The Company is a holding company with its sole material asset being its equity interest in LD Holdings. Through the Company’s ability to appoint the board of directors of LD Holdings, the Company indirectly operates and controls all of LD Holdings’ business and affairs. LD Holdings is considered a VIE and the financial results of LD Holdings and its subsidiaries
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are consolidated. A portion of net earnings or loss is allocated to noncontrolling interest to reflect the entitlement of the Continuing LLC Members. Refer to Note 11 – Equity for further details.
Securitization and Special Purpose Entities (“SPEs”)
The Company consolidates securitization facilities that finance mortgage loans held for sale and mortgage loans held for investment, as well as SPEs established to finance mortgage loans, mortgage servicing rights, and servicing advance receivables. Assets are transferred to a securitization or trust, which issues beneficial interests collateralized by the transferred assets, entitling the investors to specified cash flows. The Company may retain beneficial interests in the transferred assets and also holds conditional repurchase options specific to these securitizations that allow it to repurchase assets from the securitization entity. The Company’s economic exposure to loss from outstanding third-party financing is generally limited to the carrying value of the assets financed. The Company has retained risks in the securitizations including customary representations and warranties. For securitization facilities, the Company, as seller, has an option to prepay and redeem outstanding classes of issued notes after a set period of time. The Company’s exposure to these entities is primarily through its role as seller, servicer, and administrator. Servicing functions include, but are not limited to, general collection activity, preparing and furnishing statements, and loss mitigation efforts including repossession and sale of collateral.
Retained interests
In April 2024, the Company completed a transfer and securitization of a pool of performing, re-performing and non-performing residential mortgage loans. Pursuant to the credit risk retention requirements, MCS, as sponsor, is required to retain at least a 5 % economic interest in the credit risk of the assets collateralizing this securitization transaction. On the closing date, MCS and its wholly owned subsidiary retained a horizontal residual interest in the MMCA 2024-SD1 securitization comprised of the Class B notes and Trust Certificate. In September 2026, the Company exercised its option to redeem the outstanding notes from the MMCA 2024-SD1 securitization and the majority of the performing and re-performing loans were delivered into the MMCA 2026-SD1 securitization with an additional pool of performing and re-performing loans. Pursuant to the credit risk retention requirements, MCS, as sponsor, is required to retain at least a 5 % economic interest in the credit risk of the assets collateralizing this securitization transaction. On the closing date, MCS and its wholly owned subsidiary retained a horizontal residual interest in the MMCA 2026-SD1 securitization comprised of a portion of the Class M-2 notes, the Class B notes, and the Trust Certificates.
The Company determined that MCS is considered to be the primary beneficiary of the VIE as it retains all the risk and reward from the residual interest, and, therefore, the MMCA 2024-SD1 and MMCA 2026-SD1 securitization trusts are required to be consolidated. As of September 30, 2026, the remaining principal balance of loans transferred to the MMCA 2026-SD1 securitization trust was $138.0 million and there were no loans 90 days or more past due.
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The table below presents a summary of the carrying value and balance sheet classification of assets and liabilities in the Company’s securitization and SPE VIEs.
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||
| Assets | ||||||||||||||||||||
| Loans held for sale, at fair value | $ | $ | ||||||||||||||||||
Loans held for investment, at fair value | ||||||||||||||||||||
| Restricted cash | ||||||||||||||||||||
| Servicing rights, at fair value | ||||||||||||||||||||
Other assets | ||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||
| Liabilities | ||||||||||||||||||||
| Warehouse and other lines of credit | $ | $ | ||||||||||||||||||
| Debt obligations, net: | ||||||||||||||||||||
MSR facilities | ||||||||||||||||||||
| Servicing advance facilities | ||||||||||||||||||||
Term Notes | ||||||||||||||||||||
| Other secured financings | ||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||
Non-Consolidated VIEs
The nature, purpose, and activities of non-consolidated VIEs currently encompass the Company’s investments in retained interests from securitizations and joint ventures. The table below presents a summary of the nonconsolidated VIEs for which the Company holds variable interests.
| September 30, 2026 | ||||||||||||||||||||||||||
| Carrying value | Maximum exposure to loss | Total assets in VIEs | ||||||||||||||||||||||||
| Assets | Liabilities | |||||||||||||||||||||||||
| Retained interests | $ | $ | — | $ | $ | |||||||||||||||||||||
| Investments in joint ventures | — | |||||||||||||||||||||||||
| Total | $ | $ | — | $ | ||||||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||||
| Carrying value | Maximum exposure to loss | Total assets in VIEs | ||||||||||||||||||||||||
| Assets | Liabilities | |||||||||||||||||||||||||
| Retained interests | $ | $ | — | $ | $ | |||||||||||||||||||||
| Investments in joint ventures | — | |||||||||||||||||||||||||
| Total | $ | $ | — | $ | ||||||||||||||||||||||
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Retained interests
In 2022 and 2021, the Company completed the sale and securitization of non-owner occupied residential mortgage loans. Pursuant to the credit risk retention requirements, MCS, as sponsor, is required to retain at least a 5% economic interest in the credit risk of the assets collateralizing the securitization transactions. The retained interests represent a variable interest in the securitizations. The Company determined it was not the primary beneficiary of the VIE. The Company’s continuing involvement is limited to customary servicing obligations as servicer and servicing administrator associated with retained servicing rights and the receipt of principal and interest associated with the retained interests. The investors and the securitization trusts have no recourse to the Company’s assets; holders of the securities issued by each trust can look only to the loans owned by the trust for payment. The retained interests held by the Company are subject principally to the credit risk stemming from the underlying transferred loans. The securitization trusts used to effect these transactions are variable interest entities that the Company does not consolidate. The Company remeasures the carrying value of its retained interests at each reporting date to reflect their current fair value which is included in trading securities, at fair value on the consolidated balance sheets, with corresponding gains or losses included in other income on the consolidated statements of operations. As of September 30, 2026, the remaining principal balance of loans transferred to these securitization trusts was $1.9 billion of which $4.8 million of loans were 90 days or more past due.
Investments in joint ventures
NOTE 9 – WAREHOUSE AND OTHER LINES OF CREDIT
At September 30, 2026, the Company was a party to eleven revolving lines of credit, including two loan funding facilities with GSEs, with lenders providing an aggregate $4.4 billion of warehouse and securitization facilities. The facilities are used to fund, and are secured by, residential mortgage loans held for sale. The facilities are repaid using proceeds from the sale of loans. Interest is generally payable monthly in arrears or on the repurchase date of a loan, and outstanding principal is payable upon receipt of loan sale proceeds or on the repurchase date of a loan. Outstanding principal related to a particular loan must also be repaid after the expiration of a contractual period of time or, if applicable, upon the occurrence of certain events of default or due to a breach of a representation and warranty with respect to the underlying loan. Interest expense is recorded to interest expense on the consolidated statements of operations. The base interest rates on the facilities bear interest at a derivative of the secured overnight financing rate (“SOFR”), plus a margin. Some of the facilities carry additional fees charged on the total line amount, commitment fees charged on the committed portion of the line, and non-usage fees charged when monthly usage falls below a certain utilization percentage. As of September 30, 2026, the interest rate was comprised of the applicable base rate plus a spread ranging from 1.50 % to 2.25 %. The base interest rate for warehouse facilities is subject to increase based upon the characteristics of the underlying loans collateralizing the lines of credit, including, but not limited to product type and number of days held for sale. As of September 30, 2026, the warehouse lines have maturities staggered from October 2026 through September 2027. As of September 30, 2026, there was one securitization facility with an original three year term scheduled to expire in April 2028 and one securitization facility with an original three year term scheduled to expire in April 2029. Warehouse lines and other lines of credit are subject to renewal based on periodic credit review conducted by the lender.
Certain warehouse line lenders require the Company to maintain cash accounts with minimum required balances at all times. As of September 30, 2026 and December 31, 2025, the Company had posted a total of $36.1 million and $9.9 million, respectively, of restricted cash as collateral with our warehouse lenders and securitization facilities of which $4.0 million and $3.3 million, respectively, were the minimum required balances.
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Under the terms of these warehouse lines, the Company is required to maintain various covenants. As of September 30, 2026, the Company was in compliance with all covenants under the warehouse lines.
Securitization Facilities
In April 2025, the Company issued notes and a class of owner trust certificates through an on-balance sheet securitization facility (“2025-1 Securitization Facility”) backed by a revolving warehouse line of credit. The 2025-1 Securitization Facility is secured by first-lien, fixed-rate or adjustable-rate, residential mortgage loans originated in accordance with the criteria of Fannie Mae and Freddie Mac for the purchase of mortgage loans or in accordance with the criteria of Ginnie Mae for the guarantee of securities backed by mortgage loans. The 2025-1 Securitization Facility issued $300.0 million in notes that bear interest at SOFR, plus a margin. The 2025-1 Securitization Facility will terminate on the earlier of (i) the three-year anniversary of the initial purchase date, (ii) the Company exercising its right to optional prepayment in full, or (iii) the date of the occurrence and continuance of an event of default.
In April 2026, in connection with the termination of a securitization facility issued in 2024, the Company issued notes and a class of owner trust certificates through an on-balance sheet securitization facility (“2026-1 Securitization Facility”) backed by a revolving warehouse line of credit. The 2026-1 Securitization Facility is secured by first-lien, fixed-rate or adjustable-rate, residential mortgage loans which are (i) originated in accordance with the criteria of Fannie Mae and Freddie Mac for the purchase of mortgage loans or in accordance with the criteria of Ginnie Mae for the guarantee of securities backed by mortgage loans or (ii) originated as a jumbo mortgage loan in accordance with loanDepot’s underwriting guidelines in effect as of the closing date. The 2026-1 Securitization Facility issued $500.0 million in notes that bear interest at SOFR, plus a margin. The 2026-1 Securitization Facility will terminate on the earlier of (i) the three-year anniversary of the initial purchase date, (ii) the Company exercising its right to optional prepayment in full, or (iii) the date of the occurrence and continuance of an event of default.
The following table presents information on warehouse and securitization facilities and the outstanding balance as of September 30, 2026 and December 31, 2025:
| Outstanding Balance | ||||||||||||||||||||||||||||||||||||||
| Committed Amount | Uncommitted Amount | Total Facility Amount | Expiration Date | September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||
Facility 1(1) | $ | $ | $ | 9/21/2027 | $ | $ | ||||||||||||||||||||||||||||||||
Facility 2(1)(5) | 10/21/2026 | |||||||||||||||||||||||||||||||||||||
| Facility 3 | 2/25/2027 | |||||||||||||||||||||||||||||||||||||
Facility 4(5) | 10/27/2026 | |||||||||||||||||||||||||||||||||||||
Facility 5(1)(2) | N/A | |||||||||||||||||||||||||||||||||||||
| Facility 6 | 9/17/2027 | |||||||||||||||||||||||||||||||||||||
Facility 7(3)(4) | 9/25/2026 | |||||||||||||||||||||||||||||||||||||
Facility 8 | 11/13/2026 | |||||||||||||||||||||||||||||||||||||
Facility 9(1) | 5/26/2027 | |||||||||||||||||||||||||||||||||||||
Facility 10(3) | 4/10/2028 | |||||||||||||||||||||||||||||||||||||
Facility 11(1)(2) | N/A | |||||||||||||||||||||||||||||||||||||
Facility 12(3) | 4/24/2029 | |||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
(1)In addition to the warehouse line, the lender provides a separate gestation facility to finance recently sold MBS up to the MBS settlement date.
(2)This is an early funding facility with an Agency. This facility is an evergreen agreement with no stated termination or expiration date. This agreement can be terminated by either party by written notice.
(3)Securitization backed by a revolving warehouse facility to finance newly originated first-lien fixed and adjustable rate mortgage loans.
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(4)In April 2026, facility was terminated prior to the expiration date and replaced by Facility 12.
(5)In October 2026, the Company allowed the facility or facilities to expire without renewal.
The following table presents information on borrowings under warehouse and securitization facilities:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Maximum outstanding balance during the period | $ | $ | $ | $ | ||||||||||||||||||||||
| Average balance outstanding during the period | ||||||||||||||||||||||||||
| Collateral pledged (loans held for sale) | ||||||||||||||||||||||||||
| Weighted average interest rate during the period | % | % | % | % | ||||||||||||||||||||||
NOTE 10 – DEBT OBLIGATIONS
The following table presents the outstanding debt as of September 30, 2026 and December 31, 2025:
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| Secured debt obligations, net: | ||||||||||||||||||||||||||
| Secured credit facilities | ||||||||||||||||||||||||||
| MSR facilities | $ | $ | ||||||||||||||||||||||||
| Securities financing facilities | ||||||||||||||||||||||||||
| Servicing advance facilities | ||||||||||||||||||||||||||
| Total secured credit facilities | ||||||||||||||||||||||||||
| Term Notes | ||||||||||||||||||||||||||
Other secured financings | ||||||||||||||||||||||||||
| Total secured debt obligations, net | ||||||||||||||||||||||||||
| Other debt obligations, net: | ||||||||||||||||||||||||||
| Senior Notes | ||||||||||||||||||||||||||
| Total debt obligations, net | $ | $ | ||||||||||||||||||||||||
Certain of the Company’s secured debt obligations require us to satisfy financial covenants, including minimum levels of profitability, tangible net worth, liquidity, and maximum levels of consolidated leverage. The Company was in compliance with all such financial covenants as of September 30, 2026.
Secured Credit Facilities
Secured credit facilities are revolving facilities collateralized by MSRs, trading securities, and servicing advances.
MSR Facilities
In August 2017, the Company established the loanDepot GMSR Master Trust to finance its Ginnie Mae mortgage servicing rights through the issuance of variable funding and/or term notes, each of which are secured by participation certificates representing beneficial interests in the Company’s Ginnie Mae mortgage servicing rights. In January 2024, the Company secured a new facility to re-issue a variable funding note that accrues interest at SOFR plus a margin per annum, providing an aggregate $200.0 million in borrowing capacity as of September 30, 2026 (including variable funding notes secured by servicing advances, see Servicing Advance Facilities below). In January 2025, the maturity date of the variable
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funding notes was extended to June 2027. As of September 30, 2026, the fair value of the mortgage servicing rights collateralizing the facility was $582.7 million. As of September 30, 2026, the Company had $132.2 million in outstanding variable funding notes and $1.5 million in unamortized deferred financing costs.
In May 2025, the loanDepot GMSR Master Trust issued the Series 2025-GT1 Term Notes (“GT1 Term Notes”) in the aggregate principal amount of $200.0 200.0 million as of the date of prepayment. In July 2025, the loanDepot GMSR Master Trust issued the Series 2025-GT2 term notes (“GT2 Term Notes”) in the aggregate principal amount of $150.0
In January 2025, the Company entered into a credit facility agreement to provide for $400.0 million in borrowing capacity to replace a previous credit facility that was originally entered into in December 2021. This facility is secured by Freddie Mac mortgage servicing rights with a fair value of $421.6 million as of September 30, 2026. This facility bears interest at SOFR, plus a margin per annum and matures in January 2027. At September 30, 2026, there was $266.2 million outstanding on this facility and $0.3 million in unamortized deferred financing costs.
In May 2025, the Company amended its facility that was secured by Fannie Mae mortgage servicing rights to appoint a new administrative agent and to assign to the administrative agent 100 % of the commitment under its credit agreement originally dated December 15, 2023. This revolving line of credit provided for up to $300.0 million in borrowing capacity until it was terminated in November 2025. In November 2025, the Company and the loanDepot FAMSR Master Trust entered into a new facility to finance its Fannie Mae mortgage servicing rights through the issuance of term notes and variable funding notes, each of which are secured by a participation certificate representing beneficial interests in the Company’s Fannie Mae mortgage servicing rights. In November 2025, the loanDepot FAMSR Master Trust issued up to $300.0 million of variable funding notes, the Series 2025-VF1 Notes. The Series 2025-VF1 Notes bear interest at SOFR, plus a margin per annum. As of September 30, 2026, the facility had a capacity of $150.0 million and a maturity date of June 2027.
In December 2025, the loanDepot FAMSR Master Trust issued a series of term notes, the Series 2025-FT1 Notes (“FT1 Term Notes”), in the aggregate principal amount of $200.0 million. The FT1 Term Notes are priced at a variable rate based on SOFR plus a margin per annum and are expected to mature in December 2030. As of September 30, 2026 this facility was secured by Fannie Mae mortgage servicing rights with a fair value of $428.3 million. At September 30, 2026, there was $107.1 million outstanding on this facility and $0.9 million in unamortized deferred financing costs.
Securities Financing Facilities
The Company has entered into master repurchase agreements to finance retained interest securities related to certain of its securitizations. The securities financing facilities have an advance rate between 50 % and 85 % based on classes of the securities and accrue interest at a rate of 90-day SOFR, plus a margin. The securities financing facilities are secured by the trading securities, which represent retained interests in the credit risk of the assets collateralizing certain securitization transactions. As of September 30, 2026, the trading securities had a fair value of $75.2 million on the consolidated balance sheets and there were $66.0 million in securities financing facilities outstanding.
Servicing Advance Facilities
In September 2020, the Company, through its indirect-wholly owned subsidiary loanDepot Agency Advance Receivables Trust (the “Advance Receivables Trust”), entered into a variable funding note facility for the financing of servicing advance receivables with respect to residential mortgage loans serviced by it on behalf of Fannie Mae and Freddie Mac. Pursuant to an indenture, the Advance Receivables Trust can issue up to $100.0 million in variable funding notes (the “2020-VF1 Notes”). The 2020-VF1 Notes accrue interest at SOFR plus a margin per annum. In September 2024, the 2020-VF1 Notes were extended to mature in May 2027 (unless earlier redeemed in accordance with their terms). At September 30, 2026, there was $22.9 million in 2020-VF1 Notes outstanding, secured by servicing advances of $27.9 million.
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In November 2021, the Company, through the GMSR Trust, issued variable funding notes secured by principal and interest advance receivables and servicing advance receivables related to residential mortgage loans serviced on behalf of Ginnie Mae. These variable funding notes bear interest at SOFR plus a margin per annum. As disclosed in MSR Facilities above, the Company secured a new facility in January 2024 to issue variable funding notes and to extend their maturity to June 2027. As of September 30, 2026, there was $48.3 million outstanding on the variable funding notes, secured by servicing advances of $67.2 million.
Term Notes
In May 2025, the Company, through the GMSR Trust issued the Series 2025-GT1 Term Notes. The GT1 Term Notes mature in May 2030 or if extended pursuant to the terms of the Series 2025-GT1 Indenture Supplement, May 2032 and accrue interest at SOFR plus a margin per annum. At September 30, 2026, there were $200.0 1.5 million of unamortized deferred financing costs. In July 2025, the Company, through the GMSR Trust issued the Series 2025-GT2 Term Notes. The GT2 Term Notes mature in July 2030 and accrue interest at SOFR plus a margin per annum. At September 30, 2026, there were $150.0 1.1 million of unamortized deferred financing costs.
In December 2025, the Company, through the FAMSR Trust, issued the Series 2025-FT1 Term Notes. The FT1 Term Notes mature in December 2030 and accrue interest at SOFR plus a margin per annum. At September 30, 2026, there were $200.0 million in FT1 Term Notes outstanding and $1.7 million of unamortized deferred financing costs.
Other Secured Financings
In April 2024, the Company executed a securitization of a pool of approximately $150.0 million fixed-rate and adjustable-rate, performing, re-performing and non-performing residential mortgage loans, whereby the loans were transferred to statutory trust MMCA 2024-SD1. The Company evaluated the sale of loans according to ASC 860 - Transfers and Servicing and determined that the transaction does not qualify for sale treatment. As a result, the securitization was recorded as a secured borrowing in which the loans remained on the consolidated balance sheet as loans held for investment, at fair value and the securitization debt was also recognized on the consolidated balance sheet in debt obligations, net. The secured financing was collateralized by and indexed to the pool of residential mortgage loans held by a VIE.
In September 2026, the Company exercised its option to redeem $84.4 million in outstanding notes from the MMCA 2024-SD1 securitization trust. The majority of the loans held in the MMCA 2024-SD1 trust, together with additional performing and re-performing residential mortgage loans, were transferred to the MMCA 2026-SD1 securitization trust. The mortgage loan collateral for the $122.2 million of notes issued totaled $138.0 million in UPB. The Company evaluated the transfer of the loans under ASC 860, Transfers and Servicing, and determined that it does not qualify for sale accounting. As a result, the transaction is accounted for as a secured borrowing. The loans included in the MMCA 2026-SD1 securitization remain on the consolidated balance sheet as loans held for investment, at fair value, and the securitization debt is recognized as other secured financings in debt obligations, net. The secured financing is collateralized by and indexed to the pool of residential mortgage loans held by a VIE.
The Company evaluated the retirement of the MMCA 2024-SD1 notes under ASC 470-50, Debt – Modifications and Extinguishments, on an investor-by-investor basis. For noteholders that did not participate in the MMCA 2026-SD1 securitization, the notes were accounted for as extinguished, and the Company recognized a $1.2 million loss on debt extinguishment. For noteholders that exchanged their MMCA 2024-SD1 notes for MMCA 2026-SD1 notes, the exchange was accounted for as a modification. Third-party costs of $1.0 million associated with the modified notes were expensed as incurred, and $2.6 million unamortized debt discount and issuance costs on the modified notes continue to be amortized over the term of the MMCA 2026-SD1 notes. The expenses are included in other interest expense in the consolidated statements of operations.
As of September 30, 2026, there was $109.6 million outstanding in other secured financings, net of $11.7 million in debt discount and $0.8 million in unamortized deferred financing costs.
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Senior Notes
In October 2020, the Company issued $500.0 million in aggregate principal amount of 6.50 % unsecured senior notes due November 2025, (the “2025 Senior Notes”). In June 2024, the Company completed an offer to exchange any and all of the outstanding 2025 Senior Notes for newly issued Senior Secured Notes due November 2027 (the “2027 Senior Notes”). The offer was an exchange for a mixed consideration of $1,100 in cash and principal amount of 2027 Senior Notes for each $1,000 principal amount of 2025 Senior Notes tendered at or prior to the expiration date. At the time of expiration, the Company repurchased $478.0 million of 2025 Senior Notes in exchange for $340.6 million of 2027 Senior Notes and cash of $185.0 million resulting in a loss on extinguishment of debt of $5.7 million. Interest on the 2027 Senior Notes accrues at a rate of 8.750 % per annum, payable semi-annually in arrears on May 1 and November 1 of each year. The Company may redeem the 2027 Senior Notes, in whole or in part, at various redemption prices. The 2027 Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by certain of LD Holding’s wholly-owned restricted subsidiaries, and secured by a first priority security interest (subject to permitted liens) in (1) a securities account holding certain risk retention securities (trading securities) held by MCS, a guarantor of the 2027 Senior Notes, (2) certain unencumbered non-agency mortgage servicing rights held by LDLLC, a guarantor of the 2027 Senior Notes, with a fair value of up to $60.0 million, and (3) a securities account holding $133.8 million aggregate principal as of September 30, 2026 of LD Holding’s 6.125 % 2028 Senior Notes that were previously repurchased by LD Holdings held by ART, a guarantor of the 2027 Senior Notes.
The Company evaluated the debt exchange under the guidance in ASC 470-50 Debt - Modifications and Extinguishments. As the present value of the cash flows under the 2027 Senior Notes differed by more than 10% from the present value of the remaining cash flows under the terms of the 2025 Senior Notes, it was determined that the debt was substantially different, and therefore, the transaction was accounted for as a debt extinguishment. In November 2025, the 2025 Senior Notes matured and the remaining principal balance of $19.8 million was redeemed. In the nine months ended September 30, 2026, the Company repurchased $70.0 million of the 2027 Senior Notes at an average purchase price of 89.9 % of par, which resulted in a $2.6 million gain on extinguishment of debt, net of debt discount and deferred financing fees. As of September 30, 2026, there were $270.7 million in 2027 Senior Notes outstanding, $12.9 million of unamortized debt discount and $1.8 million in unamortized deferred financing costs.
In March 2021, the Company issued $600.0 million in aggregate principal amount of 6.125 % unsecured senior notes due April 2028 (the “2028 Senior Notes” and together with the 2027 Senior Notes, the "Senior Notes"). Interest on the 2028 Senior Notes accrues at a rate of 6.125 % per annum, payable semi-annually in arrears on April 1 and October 1 of each year. The Company may redeem the 2028 Senior Notes at various redemption prices. In the nine months ended September 30, 2026, the Company repurchased $33.1 million of the 2028 Senior Notes at an average purchase price of 84.6 % of par, which resulted in a $5.0 million gain on extinguishment of debt, net of deferred financing fees. As of September 30, 2026, there were $466.2 million in 2028 Senior Notes outstanding and $1.5 million in unamortized deferred financing costs.
Interest Expense
NOTE 11 – EQUITY
The Company consolidates the financial results of LD Holdings and reports noncontrolling interest related to the interests held by the Continuing LLC Members. The noncontrolling interest of $124.7 million and $151.5 million as of September 30, 2026 and December 31, 2025, respectively, represented the economic interest in LD Holdings held by the Continuing LLC Members. The Continuing LLC Members have the right to exchange one Holdco Unit and one share of Class B common stock or Class C common stock, as applicable, together for cash or one share of Class A common stock at the Company’s election, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications. As Continuing LLC Members convert shares, noncontrolling interest is adjusted to proportionately reduce the economic interest in LD Holdings with an offset to additional paid-in-capital on the consolidated statements of equity. The following table summarizes the ownership of LD Holdings as of September 30, 2026 and December 31, 2025.
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On February 11, 2026, pursuant to the Company’s Amended and Restated Certificate of Incorporation dated February 11, 2021, each outstanding share of the Company’s Class C common stock was converted into one share of Class B common stock, and each outstanding share of Class D common stock was converted into one share of Class A common stock. All outstanding Class C and Class D shares converted automatically and without further action on the part of the Company or any holder of Class C or Class D common stock. As of February 11, 2026, immediately following the conversion, there were 228,569,593 shares of Class A common stock outstanding and 106,207,433 shares of Class B common stock outstanding. There were no
| September 30, 2026 | December 31, 2025 | ||||||||||||||||
| Holding Member Interests: | Holdco Units | Ownership Percentage | Holdco Units | Ownership Percentage | |||||||||||||
| loanDepot, Inc. | |||||||||||||||||
| Continuing LLC Members | |||||||||||||||||
| Total | |||||||||||||||||
NOTE 12 – EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share of Class A common stock and Class D common stock is computed using the two-class method by dividing net earnings (loss) allocated to common stockholders by the weighted-average number of shares of Class A common stock and Class D common stock, respectively, outstanding during the period. Diluted earnings (loss) per share of Class A common stock and Class D common stock is computed using the two-class method by dividing net earnings (loss) allocated to common stockholders by the weighted-average number of shares of Class A common stock and Class D common stock, respectively, outstanding adjusted to give effect to potentially dilutive securities. Diluted EPS was computed using the treasury stock method for Class A RSUs and non-qualified stock options, and the if-converted method for Class B and Class C common stock.
The following tables set forth the calculation of basic and diluted loss per share for Class A common stock and Class D common stock:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 30, 2026 | September 30, 2026 | ||||||||||||||||||||||||||||||||||
| Class A | Class D | Total | Class A | Class D | Total | ||||||||||||||||||||||||||||||
| Net loss allocated to common stockholders | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||
| Weighted average shares - basic | |||||||||||||||||||||||||||||||||||
Loss per share - basic | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||
| Weighted average shares - diluted | |||||||||||||||||||||||||||||||||||
Loss per share - diluted | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||
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| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 30, 2025 | September 30, 2025 | ||||||||||||||||||||||||||||||||||
| Class A | Class D | Total | Class A | Class D | Total | ||||||||||||||||||||||||||||||
Net loss allocated to common stockholders | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
| Weighted average shares - basic | |||||||||||||||||||||||||||||||||||
Loss per share - basic | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
| Weighted average shares - diluted | |||||||||||||||||||||||||||||||||||
Loss per share - diluted | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
The potential dilutive effect of the exchange of Class B common stock or Class C common stock for Class A common stock is evaluated under the if-converted method. Reallocation of net income or loss attributable to the dilutive impact of the exchange for Class A common stock was tax-effected using the combined federal and state rate (less federal benefit) of (0.3 )% and 25.4 % for the three months ended September 30, 2026 and 2025, respectively, and 0.1 % and 25.4 %, for the nine months ended September 30, 2026 and 2025, respectively. The potential dilutive effect of stock options and restricted stock units is evaluated under the treasury stock method. The following table summarizes the shares that were anti-dilutive and excluded from the computation of diluted earnings (loss) per share for the presented periods.
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||
Class B and Class C common stock | |||||||||||||||||||||||
Stock options and restricted stock units(1) | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
NOTE 13 – INCOME TAXES
The Company’s provision for income taxes for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items, if any. The Company’s income tax expense varies from the expense that would be expected based on statutory rates due principally to its organizational structure and changes in valuation allowance. The Company recorded an income tax benefit of $76 thousand and $14.0 million for the nine months ended September 30, 2026 and 2025, respectively. The decrease in the income tax benefit was primarily attributable to an increase in the valuation allowance, reflected in the estimated annual effective tax rate, against deferred tax assets for net operating losses generated during 2026.
Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. The Company’s deferred tax assets are mainly comprised of net operating loss carryforwards and deferred tax liabilities relate to temporary differences in the book basis as compared to the tax basis of loanDepot, Inc.’s investment in LD Holdings, net of tax benefits from future deductions for payments made under a Tax Receivable Agreement (“TRA”) as a result of the IPO.
The Company establishes a valuation allowance when it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized based on management’s assessment of positive and negative evidence. As of September 30, 2026, the Company had a valuation allowance on the deferred tax assets mainly related to net operating losses and tax credit carryforwards that have limited carryforward periods and may expire prior to the Company being able to utilize them.
The Company recognized a TRA liability of $111.3 million and $109.1 million as of September 30, 2026 and December 31, 2025, respectively, which represents the Company’s estimate of the aggregate amount that it will pay under the
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TRA as a result of the offering transaction. Refer to Note 15 - Commitments and Contingencies, for further information on the TRA liability.
NOTE 14 – RELATED PARTY TRANSACTIONS
In conjunction with its joint ventures, the Company entered into agreements to provide services to the joint ventures for which it receives and pays fees. Services for which the Company earns fees are comprised of loan processing and administrative services (legal, accounting, human resources, data processing and management information, assignment processing, post-closing, underwriting, facilities management, quality control, management consulting, risk management, promotions, public relations, advertising and compliance with credit agreements). The Company also originates eligible mortgage loans referred by its joint ventures for which the Company pays the joint ventures a broker fee.
Fees earned and costs incurred from joint ventures were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Loan processing and administrative services fee income | $ | $ | $ | $ | ||||||||||||||||||||||
| Loan origination broker fees expense | ||||||||||||||||||||||||||
Net amounts payable to or receivable from joint ventures were as follows:
| September 30, 2026 | December 31, 2025 | |||||||||||||
Amounts payable to joint ventures | $ | $ | ||||||||||||
NOTE 15– COMMITMENTS AND CONTINGENCIES
Escrow Services
In conducting its operations, the Company, through its wholly-owned subsidiaries, LDSS and ACT, routinely hold customers' assets in escrow pending completion of real estate financing transactions. These amounts are maintained in segregated bank accounts and are offset with the related liabilities resulting in no 5.6 million and $78.2 million at September 30, 2026 and December 31, 2025, respectively.
Legal Proceedings
The Company operates in a highly regulated industry and is subject to various legal proceedings, examinations, investigations, and regulatory inquiries, including those identified below. The Company records liabilities for loss contingencies when losses are probable and reasonably estimable. The Company reviews these accruals at least quarterly and adjusts its accruals as necessary based on the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular matter.
Management does not believe that losses in excess of amounts accrued from pending or threatened legal and regulatory matters, individually or in the aggregate, will materially affect the Company's financial position, results of operations, or cash
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flows, other than the matters described below. The outcomes of legal and regulatory matters are inherently uncertain, and unfavorable resolutions could differ materially from current estimates and result in damages, fines, penalties, or injunctive relief or other costs that materially affect the Company's business, financial condition, results of operations, or cash flows.
Cybersecurity Incident
The Company is cooperating with state regulators and attorneys general regarding ongoing investigations into the cybersecurity incident that occurred in January 2024 resulting from unauthorized access to our systems (“Cybersecurity Incident”). The Company believes that a loss is probable, but it cannot reasonably estimate a loss or range of loss beyond amounts accrued that might result from adverse judgments, settlements, penalties or other resolution of these investigations due to the preliminary stage of discussions and unresolved factual and legal matters.
Employment Litigation
On September 21, 2021, a former senior operations officer filed a complaint, as subsequently amended, with the Superior Court of the State of California, County of Orange. The complaint originally named the Company, an executive officer, and a former executive officer as defendants, and alleged loan origination noncompliance and various employment-related claims, including hostile work environment and gender discrimination. The claims against the two executive officers were dismissed by the court in 2022. Plaintiff's claims regarding improper origination of loan documents, gender discrimination and several other ancillary employment claims were dismissed as a result of several pre-trial motions filed on behalf of the Company. On February 7, 2025, a unanimous jury returned a verdict in favor of the Company regarding the remaining claims in the litigation. Plaintiff filed a notice of appeal of the jury verdict on April 15, 2025. To date, including $571,000 on February 2, 2026, the court has awarded loanDepot approximately $750,000 for attorneys’ fees and other costs as sanctions against the plaintiff and her counsel for bringing frivolous claims and engaging in other inappropriate conduct. The Company does not believe that a loss is probable or that the amount of loss is reasonably estimable in this matter at this time, given the favorable judgment and the pending appeal.
Telephone Consumer Protection Act Class Actions
loanDepot.com, LLC is a defendant in multiple putative class action lawsuits alleging violations of the Telephone Consumer Protection Act, 47 U.S.C. § 227 (“TCPA”), related to marketing and customer communications. Of these actions, Jeffrey Kearns v. loanDepot.com, LLC (“Kearns”), filed in June 2022 has been certified as a class action and is pending in the United States District Court for the Central District of California. Kearns seeks actual and statutory damages under the TCPA, injunctive relief, and attorneys’ fees and costs. The Company believes it has substantial defenses to the claims asserted in the Kearns lawsuit and intends to contest the claims vigorously, but the Company believes a loss is reasonably possible. However, the Company is unable to reasonably estimate the amount or range of possible loss that may result from the Kearns matter at this time due primarily to unresolved issues relating to calculation methodologies that may be applied. The remaining actions are in various stages of litigation and have not been certified as classes. Absent class certification, the Company believes these other actions are ordinary routine litigation matters incidental to our business.
Truth in Lending Act Class Actions
In July 2025, five borrowers filed a putative class action lawsuit against loanDepot.com, LLC in the United States District Court for the District of Maryland. The lawsuit alleges that loanDepot violated the Truth in Lending Act (“TILA”) by requiring loan officers to transfer retail borrowers’ loans to Internal Loan Consultants in certain circumstances and reducing the compensation those loan officers received on those loans. The complaint seeks certification of a nationwide proposed class, actual damages, statutory damages equal to all finance charges and fees paid by class members, attorneys' fees and costs, and other relief the court deems appropriate. The Company believes it has substantial defenses to this lawsuit, and it continues to vigorously defend against it. The Company does not believe that a loss is probable or that the amount of loss is reasonably estimable in this matter at this time, due to the early stage of the proceedings, the significant factual and legal uncertainties involved, and the inability to determine the scope of any potential class.
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In October 2026, two borrowers filed a putative class action lawsuit against loanDepot.com, LLC in the Circuit Court for Baltimore County, Maryland. The lawsuit alleges that loanDepot's Consumer Direct Division compensated production managers in violation of TILA and Regulation Z and seeks certification of a Maryland proposed class, statutory damages equal to all finance charges and fees paid by class members, attorneys' fees and costs, and other relief the court deems appropriate. The Company believes it has substantial defenses to this lawsuit, and it intends to vigorously defend against it. The Company does not believe that a loss is probable or that the amount of loss is reasonably estimable in this matter at this time, due to the early stage of the proceedings, the significant factual and legal uncertainties involved, and the inability to determine the scope of any potential class.
Privacy Class Action
In December 2025, a putative class action lawsuit was filed in the Superior Court of California, County of Alameda, against loanDepot.com, LLC, alleging that certain cookies and other “tracking technologies” collected website activity data even if visitors declined consent using the “Cookie Preferences” tool. The lawsuit alleges violations of the California Invasion of Privacy Act (“CIPA”), breach of contract, and violation of the California Unfair Competition Law. The complaint seeks actual and statutory damages under the CIPA, equitable relief, credit monitoring for the class, and attorneys’ fees and costs. The Company believes it has substantial defenses to this lawsuit and will vigorously defend against it. The Company does not believe that a loss is probable or that the amount of loss is reasonably estimable in this matter at this time, due to the early stage of the proceedings, the significant factual and legal uncertainties involved, and the inability to determine the scope of any potential class.
Joint Venture Class Action
In July 2026, two plaintiffs filed a putative class action lawsuit against loanDepot.com, LLC (as substituted for loanDepot, Inc. by amended complaint), LGI Homes, Inc., and LGI Mortgage Solutions, LLC, a joint venture of loanDepot.com, LLC, and LGI Homes, Inc., in the United States District Court for the Middle District of Florida. The lawsuit alleges that defendants engaged in deceptive advertising and sales practices in connection with home sales and mortgage financing. The plaintiffs assert claims under the Florida Deceptive and Unfair Trade Practices Act, as well as claims for fraud, negligent misrepresentation, and violations of the Truth in Lending Act. The plaintiffs seek certification of two statewide classes and request damages, restitution, injunctive relief, attorneys' fees, and other relief. The Company believes it has substantial defenses to these claims and intends to defend the matter vigorously. The Company does not believe that a loss is probable or that the amount or range of loss is reasonably estimable at this time because the matter remains in its preliminary stages and is subject to significant factual, legal and class certification uncertainties.
Commitments to Extend Credit
The Company enters into IRLCs with customers who have applied for residential mortgage loans and meet certain credit and underwriting criteria. These commitments expose the Company to market risk if interest rates change and the loan is not economically hedged or committed to an investor. The Company is also exposed to credit loss if the loan is originated and not sold to an investor and the customer does not perform. The collateral upon extension of credit typically consists of a first deed of trust in the mortgagor’s residential property. Commitments to originate loans do not necessarily reflect future cash requirements as some commitments are expected to expire without being drawn upon. Total commitments to originate loans as of September 30, 2026 and December 31, 2025 approximated $2.1 billion and $2.5 billion, respectively. These loan commitments are treated as derivatives and are carried at fair value, refer to Note 6 - Derivative Financial Instruments and Hedging Activities for further information on derivatives.
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Loan Loss Obligation for Sold Loans
When the Company sells mortgage loans, it makes customary representations and warranties to the purchasers about various characteristics of each loan such as the origination and underwriting guidelines, including but not limited to the validity of the lien securing the loan, property eligibility, borrower credit, income and asset requirements, and compliance with applicable federal, state and local law. The Company establishes a loan repurchase reserve for losses associated with repurchase loan obligations if the Company breached a representation or warranty given to the loan purchaser. Additionally, the Company’s loan loss obligation for sold loans includes an estimate for losses associated with early payoffs and early payment defaults. Charge-offs associated with early payoffs, early payment defaults and losses related to representations, warranties, and other provisions are also included.
The activity related to the loan loss obligation for sold loans is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | ||||||||||||||||||||||
Provision for loan loss obligations | ||||||||||||||||||||||||||
| Charge-offs | ( | ( | ( | ( | ||||||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | ||||||||||||||||||||||
Obligation for Sold MSRs
The Company recognizes sales of mortgage servicing rights as sales if title passes, if substantially all risks and rewards of ownership have irrevocably passed to the purchaser, and any protection provisions retained by the Company are minor and can be reasonably estimated. If a sale is recognized and only minor protection provisions exist, a liability for the estimated obligation associated with those provisions is recorded in accounts payable, accrued expenses and other liabilities on the consolidated balance sheet. The Company establishes a reserve related to the reimbursement of the purchase price for any loans that are prepaid in full within 90 days of the MSR sale transaction. The obligation for sold MSRs was $1.6 million and $0.6 million as of September 30, 2026 and December 31, 2025, respectively.
TRA Liability
NOTE 16 – REGULATORY CAPITAL AND LIQUIDITY REQUIREMENTS
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NOTE 17 - SEGMENT REPORTING
The Company’s organizational structure is currently comprised of one operating segment . This determination is based on the organizational structure which reflects how the chief operating decision maker evaluates the performance of the business. The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer. The CODM evaluates the performance of the business based on the measurement of consolidated net income (loss). The CODM uses this consolidated measure to allocate resources, assess the performance of the business and for making key operating decisions such as, but not limited to, approving operating budgets and forecasts, entering into significant contracts, hiring of key management or executive personnel, making significant capital investment decisions and/or implementing company-wide strategy.
As the Company operates as one operating segment, financial data provided in the consolidated financial statements, including total net revenues, consolidated net loss, and total assets, represent the performance of our single reportable segment. The consolidated statements of operations reflect the same level of significant expense categories regularly provided to the CODM for decision-making purposes. General and administrative expense reported in the consolidated statements of operations includes office and equipment expense, professional fees such as legal, compliance, consulting, and expenses for audit and tax services, data processing, telecommunications, travel and entertainment and other general expenses.
For the three and nine months ended September 30, 2026, there was no change in segmentation or measurement methods for segment reporting.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion provides an analysis of the Company's financial condition, cash flows, and results of operations from management's perspective and should be read in conjunction with our consolidated financial statements and the accompanying notes included under Part I. Item 1 of this report. The results of operations described below are not necessarily indicative of the results to be expected for any future periods. This discussion includes forward-looking information that involves risks and assumptions which could cause actual results or outcomes to differ materially from management’s expectations. See our cautionary language at the beginning of this report under “Special Note Regarding Forward-Looking Statements” and for a more complete discussion of the factors that could affect our future results refer to Part II, Item 1A "Risk Factors” in this report and Part I, Item 1A "Risk Factors" and Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Form 10-K and elsewhere in our filings with the SEC. Capitalized terms used but not otherwise defined herein have the meanings set forth in our Form 10-K.
Overview
We are a customer-centric, technology-empowered residential mortgage platform. Our goal is to be the lender of choice for consumers and the employer of choice by being a company that operates on sound principles of exceptional value, ethics, and transparency. Since our inception we have significantly expanded our origination platform as well as developed an in-house servicing platform. Our primary sources of revenue are derived from the origination of conventional and government mortgage loans, home equity loans, servicing conventional and government mortgage loans, and providing ancillary services.
In August 2026, the Company received a written notice from the NYSE that it was not in compliance with a continued listing standard because the average closing price of the Company's Class A Common Stock was less than $1.00 per share over a consecutive 30 trading-day period. The Company has a period of six months following receipt of the notice to regain compliance with the minimum share price requirement. The Company’s Class A Common Stock continues to trade on the NYSE during the cure period. We informed the NYSE that we intend to cure the deficiency and will consider available alternatives to cure the stock price non-compliance, including, if necessary, a reverse stock split that would be subject to stockholder approval no later than at loanDepot’s next annual meeting of stockholders anticipated for early June 2027.
Key Factors Influencing Our Results of Operations
The residential real estate market and associated mortgage loan origination volumes are influenced by economic factors such as interest rates, housing prices, and unemployment rates. Purchase mortgage loan origination volume can be subject to seasonal trends as home sales typically rise during the spring and summer seasons and decline in the fall and winter seasons. This is somewhat offset by purchase loan originations sourced from our joint ventures which typically experience their highest level of activity during November and December as home builders focus on completing and selling homes prior to year-end. Seasonality has less of an impact on mortgage loan refinancing volumes, which are primarily driven by fluctuations in mortgage loan interest rates.
Increases in interest rates may affect affordability and the ability for potential home buyers to qualify for a mortgage loan. As interest rates increase, rate and term refinancings become less attractive to consumers. However, rising interest rates during periods of inflationary pressures can make real assets, including real estate, an attractive investment. Demand for real estate may result in ongoing support for purchase mortgages and home price appreciation creating borrower equity that could result in opportunities for cash-out refinancings, home equity lines of credit, or closed-end seconds.
Our mortgage loan refinancing volumes (and to a lesser degree, our purchase volumes), balance sheet, and results of operations are influenced by changes in interest rates and how we effectively manage the related interest rate risk. The majority of our assets are subject to interest rate risk, including LHFS, LHFI, IRLCs, trading securities, servicing rights, forward sales contracts, interest rate swap futures and put options. We refer to such forward sales contracts, interest rate swap futures and put options collectively as “Hedging Instruments.” As interest rates increase, our LHFS, LHFI and IRLCs generally decrease in value while our Hedging Instruments utilized to hedge against interest rate risk typically increase in value. Rising interest rates cause our expected mortgage loan servicing revenues to increase due to a decline in mortgage loan prepayments which extends the average life of our servicing portfolio and increases the value of our servicing rights. Conversely, as interest rates decrease, our LHFS, LHFI and IRLCs generally increase in value while our Hedging Instruments decrease in value. In a declining interest rate environment, borrowers tend to refinance their mortgage loans, which increases prepayment speeds and causes expected mortgage loan servicing revenues to decrease. This reduces the average life of our servicing portfolio and decreases
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the value of our servicing rights. Changes in fair value of our servicing rights are recorded as unrealized gains and losses in change in fair value of servicing rights, net, in our consolidated statements of operations.
In September 2026, the Federal Reserve increased the Federal Funds rate by 25 basis points to a range of 3.75% to 4.00%. During the third quarter of 2026, mortgage rates remained elevated and, according to FHLMC Primary Mortgage Market Survey, increased to a one-year high of 7.40% in October 2026, partly due to geopolitical tensions stemming from the conflict in Iran and higher energy prices driving inflation concerns. The rate environment continued to negatively affect housing affordability and loan qualification of homebuyers, contributed to the “lock-in” effect of borrowers that secured lower long-term interest rates during 2020 and 2021 giving rise to a lack of supply of homes available for sale, and decreased demand for refinancing, taken together resulting in lower demand for mortgage loans.
In April 2026 we meaningfully accelerated our digital transformation by launching our 5x5 HomeLoan HELOC product, which delivers approval in as little as five minutes and funding in as few as five days and brings real value to those seeking smart, seamless, and convenient solutions to their financing needs. Our strategic expansion into higher margin HELOC products is designed to drive volume in a higher interest rate environment as demand for traditional refinance volume declines, and demonstrates the strategic advantage of our Direct Channel by shifting our marketing strategy and product mix to best suit the operating environment. Integrating this product across our channels, helped to lower our cost of production, improve the customer experience, close more loans more quickly and contributed to a 33% increase in total unit volume compared to the third quarter of 2025.
Key Performance Indicators
We manage and assess the performance of our business by evaluating a variety of metrics. Selected key performance metrics include loan originations and sales and servicing metrics.
Loan Origination and Sales
Loan originations and sales by volume and units are a measure of how successful we are at growing sales of mortgage loan products and a metric used by management in an attempt to isolate how effectively we are performing. We believe that originations and sales are an indicator of our market penetration in mortgage loans and that this provides useful information because it allows investors to better assess the strength of our core business. Loan originations and sales include brokered loan originations not funded by us. We enter into IRLCs to originate loans, at specified interest rates, with customers who have applied for a mortgage and meet certain credit and underwriting criteria. We believe the volume of our IRLCs is another measure of our overall market share.
Gain on sale margin represents the total of (i) gain on origination and sale of loans, net, and (ii) origination income, net, divided by loan origination volume during the period.
Pull-through weighted gain on sale margin represents the total of (i) gain on origination and sale of loans, net, and (ii) origination income, net, divided by the pull-through weighted rate lock volume. Pull-through weighted rate lock volume is the principal balance of loans subject to interest rate lock commitments, net of a pull-through factor for the loan funding probability.
Servicing Metrics
Servicing metrics include the unpaid principal balance of our servicing portfolio and servicing portfolio units, which represent the number of mortgage loan customers we service. We believe that the net additions to our portfolio and number of units are indicators of the growth of our mortgage loans serviced and our servicing income, but may be offset by sales of servicing rights.
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| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (Dollars in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| IRLCs | $ | 7,519,545 | $ | 9,463,052 | $ | 27,959,256 | $ | 25,661,739 | ||||||||||||||||||
| IRLCs (units) | 26,476 | 34,790 | 96,551 | 95,298 | ||||||||||||||||||||||
Pull-through weighted lock volume | $ | 5,607,089 | $ | 6,970,592 | $ | 20,513,652 | $ | 18,737,337 | ||||||||||||||||||
Pull-through weighted gain on sale margin | 3.99 | % | 3.39 | % | 3.30 | % | 3.41 | % | ||||||||||||||||||
| Loan originations by purpose: | ||||||||||||||||||||||||||
| Purchase | $ | 4,325,991 | $ | 3,949,864 | $ | 12,046,133 | $ | 11,277,549 | ||||||||||||||||||
| Refinance | 2,721,838 | 2,584,110 | 10,654,027 | 7,164,882 | ||||||||||||||||||||||
| Total loan originations | $ | 7,047,829 | $ | 6,533,974 | $ | 22,700,160 | $ | 18,442,431 | ||||||||||||||||||
| Loan originations (units) | 32,938 | 24,767 | 88,189 | 69,010 | ||||||||||||||||||||||
| Gain on sale margin | 3.18 | % | 3.61 | % | 2.98 | % | 3.46 | % | ||||||||||||||||||
| Licensed loan officers | 1,931 | 1,574 | 1,931 | 1,574 | ||||||||||||||||||||||
Headcount | 4,735 | 4,553 | 4,735 | 4,553 | ||||||||||||||||||||||
| Loans sold: | ||||||||||||||||||||||||||
| Servicing retained | $ | 5,222,684 | $ | 4,168,356 | $ | 17,685,323 | $ | 11,918,712 | ||||||||||||||||||
| Servicing released | 2,495,561 | 2,488,073 | 6,421,676 | 6,847,994 | ||||||||||||||||||||||
Total loans sold(1) | $ | 7,718,245 | $ | 6,656,429 | $ | 24,106,999 | $ | 18,766,706 | ||||||||||||||||||
| Loans sold (units) | 35,491 | 25,407 | 92,430 | 70,467 | ||||||||||||||||||||||
| Servicing metrics: | ||||||||||||||||||||||||||
| Total servicing portfolio (unpaid principal balance) | $ | 115,791,359 | $ | 118,228,146 | $ | 115,791,359 | $ | 118,228,146 | ||||||||||||||||||
| Total servicing portfolio (units) | 441,209 | 440,358 | 441,209 | 440,358 | ||||||||||||||||||||||
60+ days delinquent ($)(2) | $ | 2,371,572 | $ | 1,715,453 | $ | 2,371,572 | $ | 1,715,453 | ||||||||||||||||||
| 60+ days delinquent (%) | 2.05 | % | 1.45 | % | 2.05 | % | 1.45 | % | ||||||||||||||||||
Servicing rights at fair value, net(3) | $ | 1,702,970 | $ | 1,618,259 | $ | 1,702,970 | $ | 1,618,259 | ||||||||||||||||||
Weighted average servicing fee (4) | 0.31 | % | 0.30 | % | 0.31 | % | 0.30 | % | ||||||||||||||||||
Multiple(4) (5) | 5.1 | 4.8 | 5.1 | 4.8 | ||||||||||||||||||||||
(1)Original principal balance.
(2)The UPB of loans that are 60 or more days past due as of the dates presented, according to the contractual due date, or are in foreclosure.
(3)Amount represents the fair value of servicing rights, net of servicing liabilities, which are included in accounts payable, accrued expenses, and other liabilities in the consolidated balance sheets.
(4)Excludes Non-Agency products.
(5)Amounts represent the fair value of servicing rights, net, divided by the weighted average annualized servicing fee.
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Results of Operations
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
The following table sets forth our consolidated financial statement data for the three months ended September 30, 2026 compared to the three months ended September 30, 2025.
| Three Months Ended September 30, | Change $ | Change % | |||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| REVENUES: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Net interest income | $ | 2,959 | $ | 3,059 | $ | (100) | (3.3) | % | |||||||||||||||||||||||||||||||||||||||||||||
| Gain on origination and sale of loans, net | 159,372 | 201,304 | (41,932) | (20.8) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Origination income, net | 64,607 | 34,750 | 29,857 | 85.9 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Servicing fee income | 112,672 | 111,783 | 889 | 0.8 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of servicing rights, net | (37,511) | (46,198) | 8,687 | 18.8 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other income | 5,046 | 18,626 | (13,580) | (72.9) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total net revenues | 307,145 | 323,324 | (16,179) | (5.0) | |||||||||||||||||||||||||||||||||||||||||||||||||
| EXPENSES: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Personnel expense | 171,507 | 161,150 | 10,357 | 6.4 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Marketing and advertising expense | 27,717 | 37,700 | (9,983) | (26.5) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Direct origination expense | 34,572 | 21,965 | 12,607 | 57.4 | |||||||||||||||||||||||||||||||||||||||||||||||||
| General and administrative expense | 44,774 | 45,352 | (578) | (1.3) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Occupancy expense | 4,808 | 4,287 | 521 | 12.2 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 5,833 | 6,729 | (896) | (13.3) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Servicing expense | 8,551 | 12,138 | (3,587) | (29.6) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other interest expense | 37,979 | 44,292 | (6,313) | (14.3) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total expenses | 335,741 | 333,613 | 2,128 | 0.6 | |||||||||||||||||||||||||||||||||||||||||||||||||
Loss before income taxes | (28,596) | (10,289) | (18,307) | (177.9) | |||||||||||||||||||||||||||||||||||||||||||||||||
Income tax expense (benefit) | 90 | (1,555) | 1,645 | 105.8 | |||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | (28,686) | (8,734) | (19,952) | (228.4) | |||||||||||||||||||||||||||||||||||||||||||||||||
Net loss attributable to noncontrolling interests | (8,957) | (3,852) | (5,105) | (132.5) | |||||||||||||||||||||||||||||||||||||||||||||||||
Net loss attributable to loanDepot, Inc. | $ | (19,729) | $ | (4,882) | $ | (14,847) | (304.1) | % | |||||||||||||||||||||||||||||||||||||||||||||
The increase in net loss of $20.0 million was due to a $16.2 million decrease in total net revenues, a $2.1 million increase in total expenses, and a $1.6 million increase in income tax expense. The decrease in total net revenues was primarily due to a decrease in gain on origination and sale of loans, net and a decrease in other income, partially offset by an increase in origination income, net and a decrease in loss from change in fair value of servicing rights, net. The increase in total expenses was primarily due to an increase in direct origination expense and an increase in personnel expense driven by an increase in headcount and commission expense, offset by decreases in marketing and advertising, other interest expense, and servicing expense.
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Revenues
Gain on Origination and Sale of Loans, Net. Gain on origination and sale of loans, net, was comprised of the following components:
| Three Months Ended September 30, | Change $ | Change % | ||||||||||||||||||||||||
| (Dollars in thousands) | 2026 | 2025 | ||||||||||||||||||||||||
(Discount) premium from loan sales | $ | (16,096) | $ | 61,217 | $ | (77,313) | (126.3) | % | ||||||||||||||||||
| Fair value of servicing rights additions | 79,201 | 69,163 | 10,038 | 14.5 | ||||||||||||||||||||||
Fair value (losses) gains on IRLC and LHFS | (94,642) | 201 | (94,843) | NM | ||||||||||||||||||||||
Fair value gains (losses) from Hedging Instruments | 112,377 | (24,544) | 136,921 | 557.9 | ||||||||||||||||||||||
| Discount points, rebates and lender paid costs | 86,402 | 97,749 | (11,347) | (11.6) | ||||||||||||||||||||||
Provision for loan loss obligation for loans sold | (7,870) | (2,482) | (5,388) | (217.1) | ||||||||||||||||||||||
| Total gain on origination and sale of loans, net | $ | 159,372 | $ | 201,304 | $ | (41,932) | (20.8) | % | ||||||||||||||||||
The $41.9 million or 20.8% decrease in gain on origination and sale of loans, net was primarily driven by a 19.6% decrease in pull-through weighted interest rate lock volumes primarily reflecting a shift in product mix to HELOC production which does not carry an associated interest rate lock.
Origination Income, Net. Origination income, net, reflects the fees that we earn, net of lender credits we pay, from originating loans. Origination income includes loan origination fees, processing fees, underwriting fees, and other fees collected from the borrower at the time of funding. Lender credits typically include rebates or concessions to borrowers for certain loan origination costs. The $29.9 million or 85.9% increase in origination income, net, was the result of HELOC volumes increasing from the launch of our 5x5 HomeLoan product during the second quarter of 2026.
Change in Fair Value of Servicing Rights, Net. Change in fair value of servicing rights, net includes (i) fair value gains or losses net of Hedging Instrument gains or losses; (ii) collection/realization of cash flows, which includes principal amortization and prepayments; and (iii) realized gains or losses on the sales of servicing rights. The increase of $8.7 million or 18.8% reflects an $8.1 million increase in fair value, net of hedge related to improved market pricing from higher mortgage interest rates, decreased investor yield requirements and strong investor demand for lower coupon servicing and a $1.7 million decrease in fallout, partially offset by a $1.1 million increase in provision for early payoff losses.
Other Income. Other income includes our pro rata share of the net earnings from joint ventures and fee income from title, escrow, and settlement services for mortgage loan transactions performed by LDSS, fair value gains or losses on trading securities, interest income on cash deposits and interest income and fair value gains or losses from loans held for investment. The decrease of $13.6 million or 72.9% was attributable to a $6.5 million decrease in fair value gain on trading securities and a $2.5 million decrease in fair value gain on loans held for investment related to significant increases in interest rates, a $2.6 million decrease in title and escrow fees, and a $2.2 million decrease in other income primarily related to bank interest income.
Expenses
Personnel Expense. Personnel expense includes salaries, commissions, incentive compensation, benefits, and other employee costs. The increase of $10.4 million or 6.4% is primarily due to a $5.7 million volume-related increase in commissions, a $3.7 million increase in salaries and benefits, and a $2.7 million increase in stock-based compensation related to new grants in the current year and increased forfeitures in the same quarter of prior year, partially offset by a $1.8 million decrease in severance. As of September 30, 2026, we had 4,735 employees compared to 4,553 employees as of September 30, 2025.
Marketing and Advertising Expense. The decrease of $10.0 million or 26.5% primarily reflects a $4.2 million decrease related to brand marketing expense, a $4.0 million decrease in lead generation, and a $3.2 million decrease in direct mail spend,
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offset by an increase of $1.2 million in website and social media marketing primarily attributable to enhanced marketing effectiveness, including more targeted marketing strategies and improved lead conversion rates.
Direct Origination Expense. Direct origination expense reflects the unreimbursed portion of direct out-of-pocket expenses that we incur in the loan origination process, including underwriting, appraisal, credit report, loan document and other expenses paid to non-affiliates. The $12.6 million or 57.4% increase in direct origination expense was the result of an increase in loan origination cost related to the volume of our 5x5 HomeLoan product.
Servicing Expense. The decrease of $3.6 million or 29.6% in servicing expense primarily reflects a decrease in claims and REO losses.
Other Interest Expense. The $6.3 million or 14.3% decrease in other interest expense was the result of a $6.4 million gain on debt extinguishment and $1.6 million decrease in interest expense related to the repurchase of senior notes and a $0.6 million decrease in interest expense related to a reduction in secured credit financing, offset by a $2.2 million loss on extinguishment related to the refinancing of the MMCA 2024-SD1 securitization.
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Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
The following table sets forth our consolidated financial statement data for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.
| Nine Months Ended September 30, | Change $ | Change % | |||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| REVENUES: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Net interest income | $ | 7,922 | $ | 8,017 | $ | (95) | (1.2) | % | |||||||||||||||||||||||||||||||||||||||||||||
| Gain on origination and sale of loans, net | 528,118 | 542,490 | (14,372) | (2.6) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Origination income, net | 149,453 | 95,539 | 53,914 | 56.4 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Servicing fee income | 333,385 | 324,270 | 9,115 | 2.8 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of servicing rights, net | (121,428) | (139,677) | 18,249 | 13.1 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other income | 33,403 | 48,843 | (15,440) | (31.6) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total net revenues | 930,853 | 879,482 | 51,371 | 5.8 | |||||||||||||||||||||||||||||||||||||||||||||||||
| EXPENSES: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Personnel expense | 527,603 | 465,427 | 62,176 | 13.4 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Marketing and advertising expense | 83,417 | 113,828 | (30,411) | (26.7) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Direct origination expense | 87,500 | 64,375 | 23,125 | 35.9 | |||||||||||||||||||||||||||||||||||||||||||||||||
| General and administrative expense | 139,183 | 129,214 | 9,969 | 7.7 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Occupancy expense | 13,678 | 12,715 | 963 | 7.6 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 18,037 | 20,774 | (2,737) | (13.2) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Servicing expense | 28,849 | 30,321 | (1,472) | (4.9) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other interest expense | 122,912 | 131,555 | (8,643) | (6.6) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total expenses | 1,021,179 | 968,209 | 52,970 | 5.5 | |||||||||||||||||||||||||||||||||||||||||||||||||
Loss before income taxes | (90,326) | (88,727) | (1,599) | (1.8) | |||||||||||||||||||||||||||||||||||||||||||||||||
Income tax benefit | (76) | (14,023) | 13,947 | 99.5 | |||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | (90,250) | (74,704) | (15,546) | (20.8) | |||||||||||||||||||||||||||||||||||||||||||||||||
Net loss attributable to noncontrolling interests | (28,501) | (34,538) | 6,037 | 17.5 | |||||||||||||||||||||||||||||||||||||||||||||||||
Net loss attributable to loanDepot, Inc. | $ | (61,749) | $ | (40,166) | $ | (21,583) | (53.7) | % | |||||||||||||||||||||||||||||||||||||||||||||
The increase in net loss of $15.5 million was due to a $53.0 million increase in total expenses and a $13.9 million decrease in income tax benefit primarily attributable to an increase in the valuation allowance, reflected in the estimated annual effective tax rate, against deferred tax assets for net operating losses generated during 2026, partially offset by a $51.4 million increase in total net revenues. The increase in total expenses was driven by increases in personnel expense, direct origination expense, and general and administrative expense, partially offset by decreases in marketing and advertising expense, and other interest expense. The increase in total revenues was primarily due to an increase in origination fee income from higher loan origination volume and a decrease in loss from the change in fair value of servicing rights, net, offset by a decrease in other income.
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Revenues
Gain on Origination and Sale of Loans, Net. Gain on origination and sale of loans, net was comprised of the following components:
| Nine Months Ended September 30, | Change $ | Change % | ||||||||||||||||||||||||
| (Dollars in thousands) | 2026 | 2025 | ||||||||||||||||||||||||
(Discount) premium from loan sales | $ | (3,805) | $ | 79,415 | $ | (83,220) | (104.8) | % | ||||||||||||||||||
| Fair value of servicing rights additions | 264,686 | 188,789 | 75,897 | 40.2 | ||||||||||||||||||||||
Fair value (losses) gains on IRLC and LHFS | (103,138) | 58,451 | (161,589) | (276.5) | ||||||||||||||||||||||
Fair value gains (losses) from Hedging Instruments | 139,695 | (55,355) | 195,050 | 352.4 | ||||||||||||||||||||||
| Discount points, rebates and lender paid costs | 245,934 | 277,547 | (31,613) | (11.4) | ||||||||||||||||||||||
Provision for loan loss obligation for loans sold | (15,254) | (6,357) | (8,897) | (140.0) | ||||||||||||||||||||||
| Total gain on origination and sale of loans, net | $ | 528,118 | $ | 542,490 | $ | (14,372) | (2.6) | % | ||||||||||||||||||
The $14.4 million or 2.6% decrease in gain on origination and sale of loans, net was primarily driven by a decrease in pull-through weighted gain on sale margin of 11 basis points and an increase in provision for loan loss obligations related to an increase in estimated frequency and severity, partially offset by a 9.5% increase in pull-through weighted interest rate lock volumes.
Origination Income, Net. The $53.9 million or 56.4% increase in origination income, net, was the result of origination fees from an increase in loan originations and contributions from increased HELOC volumes associated with the launch of our 5x5 HomeLoan product during the nine months ended September 30, 2026.
Servicing Fee Income. The increase of $9.1 million or 2.8% reflects an increase in servicing fee collections due to a 2.7% increase in our servicing portfolio.
Change in Fair Value of Servicing Rights, Net. The increase of $18.2 million or 13.1% reflects an increased gain of $40.8 million in fair value, net of hedge related to improved market pricing from higher mortgage interest rates, decreased investor yield requirements and strong investor demand for lower coupon servicing, partially offset by a $20.3 million increase in fallout and decay,a $1.6 million increase in MSR sale losses and broker fees, and a $0.7 million increase in provision for early payoff losses related to sales.
Other Income. The decrease of $15.4 million or 31.6% in other income was attributable to an $11.6 million decrease in fair value on trading securities and LHFI due to an increase in interest rates and a $4.3 million decrease in other income primarily related to bank interest income, offset by a $1.0 million increase in income from joint ventures.
Expenses
Personnel Expense. The increase of $62.2 million or 13.4% is primarily due to a $37.2 million volume-related increase in commissions, a $16.2 million increase in salaries and benefits due to an increase in headcount and benefits cost primarily attributable to licensed loan officer growth, and a $10.9 million increase in stock-based compensation related to new grants in the current year compared to higher forfeitures in the prior year, partially offset by a $2.2 million decrease in severance. As of September 30, 2026, we had 4,735 employees compared to 4,553 employees as of September 30, 2025.
Marketing and Advertising Expense. The decrease of $30.4 million or 26.7% primarily reflects a $13.7 million decrease in lead generation expense, a $12.7 million decrease related to brand marketing expense, and a $5.9 million decrease in direct mail spend primarily attributable to enhanced marketing effectiveness, including more targeted marketing strategies and improved lead conversion rates.
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Direct Origination Expense. The $23.1 million or 35.9% increase in direct origination expense was the result of an increase in loan originations including costs associated with the volume of our 5x5 HomeLoan product.
General and Administrative Expense. The $10.0 million or 7.7% increase in general and administrative expense included a $3.8 million increase in office and equipment expenses primarily related to software subscriptions, a $3.6 million increase in other general expenses which included a $1.0 million loss on disposal of fixed assets, a $1.7 million increase in legal expense due to an insurance recovery in the prior year, a $1.5 million increase in loss contingency, a $1.1 million increase in compliance fees, and a $1.1 million increase in travel, offset by a $3.1 million decrease in consulting fees.
Depreciation and amortization. The $2.7 million or 13.2% decrease in depreciation and amortization is primarily related to a $4.6 million decrease in software development amortization for assets reaching end of life, partially offset by a $2.1 million increase in computer equipment depreciation.
Other Interest Expense. The $8.6 million or 6.6% decrease in other interest expense was the result of a $7.5 million gain on debt extinguishment related to the repurchase of senior notes and a $1.1 million decrease in related senior note interest expense, offset by a $2.2 million loss on extinguishment related to the refinancing of the MMCA 2024-SD1 securitization.
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Balance Sheet Highlights
September 30, 2026 Compared to December 31, 2025
The following table sets forth our consolidated balance sheets as of the dates indicated:
| (Dollars in thousands) | September 30, 2026 | December 31, 2025 | Change $ | Change % | ||||||||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 214,413 | $ | 337,232 | $ | (122,819) | (36.4) | % | ||||||||||||||||||||||||
| Restricted cash | 119,126 | 63,790 | 55,336 | 86.7 | ||||||||||||||||||||||||||||
| Loans held for sale, at fair value | 1,979,288 | 3,165,542 | (1,186,254) | (37.5) | ||||||||||||||||||||||||||||
Loans held for investment, at fair value | 116,221 | 109,821 | 6,400 | 5.8 | ||||||||||||||||||||||||||||
| Derivative assets, at fair value | 72,842 | 42,365 | 30,477 | 71.9 | ||||||||||||||||||||||||||||
| Servicing rights, at fair value | 1,725,465 | 1,658,223 | 67,242 | 4.1 | ||||||||||||||||||||||||||||
| Trading securities, at fair value | 75,179 | 85,640 | (10,461) | (12.2) | ||||||||||||||||||||||||||||
| Property and equipment, net | 71,075 | 61,929 | 9,146 | 14.8 | ||||||||||||||||||||||||||||
| Operating lease right-of-use assets | 23,358 | 23,877 | (519) | (2.2) | ||||||||||||||||||||||||||||
| Loans eligible for repurchase | 1,504,587 | 1,074,386 | 430,201 | 40.0 | ||||||||||||||||||||||||||||
| Investments in joint ventures | 18,128 | 18,251 | (123) | (0.7) | ||||||||||||||||||||||||||||
Other assets | 244,069 | 216,880 | 27,189 | 12.5 | ||||||||||||||||||||||||||||
| Total assets | $ | 6,163,751 | $ | 6,857,936 | $ | (694,185) | (10.1) | % | ||||||||||||||||||||||||
| LIABILITIES & EQUITY | ||||||||||||||||||||||||||||||||
| Warehouse and other lines of credit | $ | 1,851,744 | $ | 2,902,539 | $ | (1,050,795) | (36.2) | % | ||||||||||||||||||||||||
| Accounts payable, accrued expenses and other liabilities | 418,375 | 349,350 | 69,025 | 19.8 | ||||||||||||||||||||||||||||
| Derivative liabilities, at fair value | 29,424 | 10,718 | 18,706 | 174.5 | ||||||||||||||||||||||||||||
| Liability for loans eligible for repurchase | 1,504,587 | 1,074,386 | 430,201 | 40.0 | ||||||||||||||||||||||||||||
| Operating lease liability | 32,638 | 34,630 | (1,992) | (5.8) | ||||||||||||||||||||||||||||
| Debt obligations, net | 2,016,069 | 2,100,303 | (84,234) | (4.0) | ||||||||||||||||||||||||||||
| Total liabilities | 5,852,837 | 6,471,926 | (619,089) | (9.6) | ||||||||||||||||||||||||||||
| Total equity | 310,914 | 386,010 | (75,096) | (19.5) | ||||||||||||||||||||||||||||
| Total liabilities and equity | $ | 6,163,751 | $ | 6,857,936 | $ | (694,185) | (10.1) | % | ||||||||||||||||||||||||
Cash and Cash Equivalents. The $122.8 million or 36.4% decrease in cash and cash equivalents relates to repurchases of Senior Notes, paydowns of secured credit facilities, increases in retained servicing rights, and additional net losses, partially offset by proceeds received from the MSR bulk sale.
Restricted Cash. Restricted cash was $119.1 million as of September 30, 2026 compared to $63.8 million as of December 31, 2025 representing an increase of $55.3 million or 86.7%. The increase was primarily the result of increases in prepaid lending commitments and increases in cash collateral associated with warehouse lines and debt obligations, offset by decreases in cash collateral for hedge positions.
Loans Held for Sale, at Fair Value. The $1.2 billion or 37.5% decrease is due to loan sales exceeding originations by $1.7 billion, partially offset by $692.7 million in repurchases.
Derivative Assets, at Fair Value. The $30.5 million or 71.9% increase reflects a $55.5 million increase in Hedging Instruments, offset by a $25.1 million decrease in IRLCs from higher notional balances.
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Loans Eligible for Repurchase. Loans eligible for repurchase were $1.5 billion as of September 30, 2026, as compared to $1.1 billion as of December 31, 2025, representing an increase of $430.2 million or 40.0%. The increase between periods was driven by an increase in loans that were 90 days or more delinquent at September 30, 2026.
Servicing Rights, at Fair Value. The $67.2 million or 4.1% increase was comprised of $264.7 million of capitalized servicing rights from servicing-retained loan sales and a $119.5 million increase in fair value related to improved market pricing from higher mortgage interest rates, decreased investor yield requirements and strong investor demand for lower coupon servicing, partially offset by $143.4 million from principal amortization and prepayments, and a $172.0 million reduction from sales of servicing rights associated with $9.7 billion in UPB.
Warehouse and Other Lines of Credit. The decrease of $1.1 billion or 36.2% is consistent with the decrease in loans held for sale during the nine months ended September 30, 2026.
Accounts Payable, Accrued Expenses and Other Liabilities. The increase of $69.0 million or 19.8% is due to a $36.3 million increase in margin call payables, a $23.7 million increase in deferred revenue, and a $9.0 million increase in accounts payable and other accrued expenses.
Derivative Liabilities, at Fair Value. The increase of $18.7 million or 174.5% reflects a $12.4 million increase in IRLCs and a $6.3 million increase in Hedging Instrument liabilities from higher interest rates.
Debt Obligations, net. The decrease of $84.2 million or 4.0% primarily relates to $86.4 million in repurchases of senior notes net of discount and deferred costs, and a $20.4 million decrease in secured credit facilities, partially offset by an increase of $21.7 million in other secured financings related to the securitization of MMCA 2026-SD1 and corresponding redemption of MMCA 2024-SD1.
Equity. Total equity was $310.9 million and $386.0 million as of September 30, 2026 and December 31, 2025, respectively. The decrease was primarily attributed to a net loss of $90.3 million, $2.6 million in repurchases of treasury shares, and a $1.7 million decrease due to conversion-related adjustments to deferred taxes and TRA liability, partially offset by stock-based compensation of $18.0 million and an increase of $1.0 million related to the issuance of common stock through the exercise of stock options.
Liquidity and Capital Resources
Liquidity
Our liquidity reflects our ability to meet current and potential cash requirements. We forecast the need to have adequate liquid funds available to operate and grow our business. As of September 30, 2026, unrestricted cash and cash equivalents were $214.4 million and committed and uncommitted available capacity under our warehouse and other lines of credit was $2.5 billion.
Our primary sources of liquidity have been as follows: (i) funds obtained from our warehouse and other lines of credit; (ii) proceeds from debt obligations; (iii) proceeds received from the sale and securitization of loans; (iv) proceeds from the sale of servicing rights; (v) loan fees from the origination of loans; (vi) servicing fees; (vii) title and escrow fees from settlement services; (viii) real estate referral fees; and (ix) interest income from LHFS.
Our primary uses of funds for liquidity have included the following: (i) funding mortgage loans; (ii) funding loan origination costs; (iii) payment of warehouse line haircuts required at loan origination; (iv) payment of interest expense on warehouse and other lines of credit; (v) payment of interest expense under debt obligations; (vi) payment of operating expenses; (vii) repayment of warehouse and other lines of credit; (viii) repayment of debt obligations; (ix) funding of servicing advances; (x) margin calls on warehouse and other lines of credit or Hedging Instruments; (xi) repurchases of loans under representation and warranty breaches; and (xii) costs relating to servicing.
We sold $9.5 billion of our servicing portfolio in the third quarter 2026 and used the proceeds to repurchase Senior Notes at a discount to par and paydown additional debt which reduced our debt obligations, net by $114.1 million, and
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strengthened our liquidity position. We executed and closed an additional sale of $9.3 billion of our servicing portfolio in October 2026 adding to our liquidity position and further reducing debt.
At this time, we currently believe that our cash on hand, as well as the sources of liquidity described above, will be sufficient to maintain our current loan operations, originations and capital commitments for the next twelve months assuming we are able to refinance the 2027 Senior Notes due in November 2027. However, we will continue to review our liquidity needs in light of current and anticipated mortgage market conditions and we are taking various steps to align our cost structure with current and expected mortgage origination volumes.
Financial Covenants
Our lenders require us to comply with various financial covenants including tangible net worth, liquidity, leverage ratios and profitability. As of September 30, 2026, the Company was in compliance with all covenants. We may amend or obtain waivers in the future in order to maintain compliance with such financial covenants. Our lenders are not required to grant any such amendments or waivers and may determine not to do so. Although these financial covenants limit the amount of indebtedness that we may incur and affect our liquidity through minimum cash reserve requirements, we believe that these covenants currently provide us with sufficient flexibility to operate our business and obtain the financing necessary to achieve that purpose.
Seller/Servicer Financial Requirements
As a seller and servicer, we are subject to minimum net worth, liquidity, and other financial requirements. Effective from September 30, 2023, minimum net worth requirements for FHFA and Ginnie Mae include a base of $2.5 million plus percentages of the seller/servicer’s residential first lien mortgage servicing UPB serviced for each agency and a percentage of other non-agencies servicing UPB. Base liquidity for the agencies depends on the remittance type and includes specific percentages of the seller/servicer's residential first lien mortgage servicing UPB for each agency, along with a percentage for other non-agencies servicing UPB. Large non-depositories require a liquidity buffer based on UPB for FHFA and Ginnie Mae. The capital ratio for FHFA and Ginnie Mae requires tangible net worth/total assets to be equal to or greater than 6% for both agencies. Effective from December 31, 2023, revised FHFA and Ginnie Mae seller-servicer minimum financial eligibility requirements include origination liquidity and third-party ratings. FHFA also requires an annual capital and liquidity plan effective March 31, 2024 and Ginnie Mae has implemented a risk-based capital requirement effective December 31, 2024. As of September 30, 2026, we were in compliance with these financial requirements.
Warehouse and Other Lines of Credit
We primarily finance mortgage loans through borrowings under our warehouse and other lines of credit. Under these facilities, we transfer specific loans to our counterparties and receive funds from them. Simultaneously, there is an agreement in place where the counterparties commit to transferring the loans back to us, either at the date the loans are sold or upon our request, and we provide the funds in return. We do not recognize these transfers as sales for accounting purposes. During the three months ended September 30, 2026, our loans remained on warehouse lines for an average of 17 days. Our warehouse facilities are generally short-term borrowings with maturities of one year and our securitization facilities have three year terms. We utilize both committed and uncommitted loan funding facilities and we evaluate our needs under these facilities based on forecasted volume of loan originations and sales. Our liquidity could be affected as lenders may reassess their exposure to the mortgage origination industry and potentially limit access to uncommitted mortgage warehouse financing or increase associated costs. Moreover, there may be reduced demand from investors to acquire our mortgage loans in the secondary market, further impacting our liquidity. Approximately 64% of the mortgage loans that we originated during the nine months ended September 30, 2026 were sold in the secondary mortgage market either directly to Fannie Mae and Freddie Mac or securitized into MBS guaranteed by Ginnie Mae. We also sell loans to other non-Agency investors.
As of September 30, 2026, we maintained revolving lines of credit with eleven counterparties, including two loan funding facilities with GSEs, providing warehouse and securitization facilities with borrowing capacity totaling $4.4 billion of which $1.5 billion was committed. Our $4.4 billion of capacity as of September 30, 2026 was comprised of $3.6 billion with staggered maturities within one year, a $300.0 million securitization facility that matures in April 2028, and a $500.0 million securitization facility that matures in April 2029. As of September 30, 2026, we had $1.9 billion of borrowings outstanding and $2.5 billion of additional availability under our facilities. In October 2026, based on changes in product mix, volume and usage, the Company allowed two warehouse facilities to expire without renewal, and added a new $125.0 million warehouse facility
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with a maturity date of September 2027. Warehouse and other lines of credit are further discussed in Note 9- Warehouse and Other Lines of Credit of the Notes to Consolidated Financial Statements contained in Item 1.
When we draw on our warehouse and securitization facilities we must pledge eligible loan collateral. Our warehouse line providers require us to make a capital investment, or “haircut” upon financing the loan, which is generally based on product types and the market value of the loans. The haircuts are normally recovered from sales proceeds. As of September 30, 2026, we had a total of $36.1 million in restricted cash posted as collateral with our warehouse and securitization facilities, of which $4.0 million was the minimum requirement.
Debt Obligations
MSR facilities and Term Notes provide financing for our servicing portfolio investments. As of September 30, 2026, our MSR facility secured by Fannie Mae had an outstanding balance of $106.2 million in MSR facilities and $198.3 million in Term Notes, secured by Fannie Mae MSRs totaling $428.3 million. As of September 30, 2026, our MSR facility secured by Freddie Mac had an outstanding balance of $266.0 million, secured by Freddie Mac MSRs totaling $421.6 million. As of September 30, 2026, our MSR facility secured by Ginnie Mae had an outstanding balance of $130.7 million in variable funding notes and $347.4 million in Term Notes, secured by Ginnie Mae MSRs totaling $582.7 million.
Securities financing facilities provide financing for the retained interest securities associated with our securitizations. As of September 30, 2026 there were outstanding securities financing facilities of $66.0 million, secured by trading securities with a fair value of $75.2 million.
Servicing advance facilities provide financing for our servicing agreements. As servicer, we are required to fulfill contractual obligations such as principal and interest payments for certain investors as well as taxes, insurance, foreclosure costs, and other necessities to preserve the serviced assets. For GSE-backed mortgages, this obligation extends up to four months, and for other government agency-backed mortgages, it may extend even longer, especially for clients under forbearance plans. The size of servicing advance balances is influenced by delinquency rates and prepayment speeds. As of September 30, 2026 the outstanding balance on our servicing advance facilities was $71.2 million secured by servicing advance receivables totaling $95.1 million.
During the third quarter 2026, the Company generated additional liquidity through the refinancing of the MMCA 2024-SD1 securitization into the MMCA 2026-SD1 securitization. As of September 30, 2026, other secured financings consisted of securitization debt of $109.6 million, net of $11.7 million in discount and $0.8 million in deferred financing costs and related to the MMCA 2026-SD1 securitization of a pool of residential mortgage loans held by a VIE. Consolidated VIEs are further discussed in Note 8 - Variable Interest Entities of the Notes to Consolidated Financial Statements contained in Item 1.
Senior Notes as of September 30, 2026 consisted of secured Senior Notes totaling $255.9 million, net of $1.8 million of deferred financing costs and a discount of $12.9 million, and unsecured Senior Notes totaling $464.8 million, net of $1.5 million of deferred financing costs. Periodically, and in accordance with applicable laws and regulations, we may take actions to reduce or repurchase our debt. These actions can include redemptions, tender offers, cash purchases, prepayments, refinancing, exchange offers, open market or privately-negotiated transactions. The decision on amount of debt to be reduced or repurchased depends on several factors, including market conditions, trading levels of our debt, our cash positions, compliance with debt covenants, and other relevant considerations. During the year ended December 31, 2024, we repurchased $478.0 million of 2025 Senior Notes in exchange for $340.6 million of 2027 Senior Notes and cash of $185.0 million resulting in a loss on extinguishment of debt of $5.7 million. In November 2025, the remaining principal balance of $19.8 million on the 2025 Senior Notes was redeemed. In the third quarter of 2026, the Company repurchased $63.8 million of 2027 Senior Notes and $23.3 million of 2028 Senior Notes that resulted in a $6.4 million gain on extinguishment of debt, net of discount and deferred financing fees. Debt obligations are further discussed in Note 10- Debt Obligations of the Notes to Consolidated Financial Statements contained in Item 1.
We continue to actively work to address our upcoming debt maturities and are pursuing several financing alternatives to refinance or extend our debt with financing counterparties. Our focus is on extending our debt maturity profile. Any refinancing, even on then-prevailing market terms, is expected to require some combination of higher interest rates, more restrictive covenants, additional collateral, reduced principal amounts, exchange offers, debt repurchases, asset sales, equity issuances and/or other transactions or terms that could increase our debt service obligations, reduce our liquidity, dilute existing stockholders or further restrict our operational and financial flexibility. If we are unable to refinance the Senior Notes on
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commercially reasonable terms or at all, we may be required to use available cash, including cash needed for operations and other obligations, to repay the Senior Notes at maturity, which would reduce our liquidity and could require us to sell assets, including mortgage servicing rights, possibly at valuations or on terms that are less favorable than we could obtain under more favorable conditions. Failure to repay the Senior Notes at maturity would constitute an event of default, permitting the holders of the 2027 Senior Notes to exercise remedies against the collateral securing them and triggering default provisions under our warehouse lines and other debt facilities, which could result in acceleration of substantially all of our indebtedness. Any such acceleration would have a material adverse effect on our business, financial condition, and results of operations.
Dividends and Distributions
As part of our balance sheet and capital management strategies, we suspended our regular quarterly dividend effective March 31, 2022 and for the foreseeable future.
Cash dividends are subject to the discretion of our board of directors and our compliance with applicable law, and depend on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, including the satisfaction of our obligations under the TRA, restrictions in our debt agreements, business prospects and other factors that our board of directors may deem relevant. Our ability to pay dividends depends on our receipt of cash dividends from our operating subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their jurisdiction of organization or agreements of our subsidiaries, including agreements governing our indebtedness. Future agreements may also limit our ability to pay dividends.
Contractual Obligations and Commitments
Our estimated contractual obligations as of September 30, 2026 are as follows:
| Payments Due by Period | ||||||||||||||||||||||||||||||||
| (Dollars in thousands) | Total | Less than 1 Year | 1-3 years | 3-5 Years | More than 5 Years | |||||||||||||||||||||||||||
| Warehouse and other lines of credit | $ | 1,851,744 | $ | 1,051,744 | $ | 800,000 | $ | — | $ | — | ||||||||||||||||||||||
Debt obligations (1) | ||||||||||||||||||||||||||||||||
| Secured credit facilities | 642,685 | 642,685 | — | — | — | |||||||||||||||||||||||||||
| Term Notes | 550,000 | — | — | 550,000 | — | |||||||||||||||||||||||||||
| Senior Notes | 736,908 | — | 736,908 | — | — | |||||||||||||||||||||||||||
Other secured financings(2) | 122,216 | — | — | — | 122,216 | |||||||||||||||||||||||||||
Long-term software license commitments | 128,236 | 29,066 | 39,968 | 32,292 | 26,910 | |||||||||||||||||||||||||||
Operating lease obligations (3) | 47,195 | 15,872 | 18,095 | 10,880 | 2,348 | |||||||||||||||||||||||||||
| Naming and promotional rights agreements | 24,000 | 4,500 | 12,000 | 7,500 | — | |||||||||||||||||||||||||||
| Total contractual obligations | $ | 4,102,984 | $ | 1,743,867 | $ | 1,606,971 | $ | 600,672 | $ | 151,474 | ||||||||||||||||||||||
(1) Amounts exclude deferred financing costs.
(2) The stated final maturity date is September 25, 2033. The Company, as the issuer, has the option to redeem the notes on or subsequent to the optional redemption date of September 25, 2030, but it is not required.
(3) Represents lease obligations for office space under non-cancelable operating lease agreements.
In addition to the above contractual obligations, we also have interest rate lock commitments and forward sale contracts. Commitments to originate loans do not necessarily reflect future cash requirements as some commitments are expected to expire without being drawn upon and, therefore, those commitments have been excluded from the table above. Refer to Note 6 - Derivative Financial Instruments and Hedging Activities and Note 15 - Commitments & Contingencies of the Notes to Consolidated Financial Statements contained in Item 1 for further discussion on derivatives and other contractual commitments. At this time, we currently believe that our cash on hand, as well as the sources of liquidity described above, will be sufficient to fund our contractual obligations.
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Off-Balance Sheet Arrangements
As of September 30, 2026, we were party to mortgage loan participation purchase and sale agreements, pursuant to which we have access to uncommitted facilities that provide liquidity for recently sold MBS up to the MBS settlement date. These facilities, which we refer to as gestation facilities, are a component of our financing strategy and are off-balance sheet arrangements provided by certain warehouse lenders.
Critical Accounting Policies and Estimates
We prepare our consolidated financial statements in accordance with GAAP, which requires us to make judgments, estimates and assumptions that affect: (i) the reported amounts of our assets and liabilities; (ii) the disclosure of our contingent assets and liabilities at the end of each reporting period; and (iii) the reported amounts of revenues and expenses during each reporting period. We continually evaluate these judgments, estimates and assumptions based on our own historical experience, knowledge and assessment of current business and other conditions and our expectations regarding the future based on available information which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application. Our accounting policies are described in Note 1 to the consolidated financial statements included in the Company's 2025 Form 10-K. At December 31, 2025, the most critical of these significant accounting policies were policies related to the fair value of loans held for sale, servicing rights, and derivative financial instruments. As of the date of this report, there have been no significant changes to the Company's critical accounting policies or estimates.
When reading our consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions.
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Reconciliation of Non-GAAP Measures
To provide investors with information in addition to our results as determined by GAAP, we disclose certain non-GAAP measures to assist investors in evaluating our financial results. We believe these non-GAAP measures provide useful information to investors regarding our results of operations because each measure assists both investors and management in analyzing and benchmarking the performance and value of our business. They facilitate company-to-company operating performance comparisons by backing out potential differences caused by variations in hedging strategies, changes in valuations, capital structures (affecting interest expense on non-funding debt), taxation, the age and book depreciation of facilities (affecting relative depreciation expense), and other cost or benefit items which may vary for different companies for reasons unrelated to operating performance. These non-GAAP measures include our Adjusted Total Revenue, Adjusted Net Loss, Adjusted Diluted Weighted Average Shares Outstanding, and Adjusted EBITDA. We exclude from these non-GAAP financial measures the change in fair value of MSRs, gains (losses) from the sale of MSRs, the effects of contractual prepayment protection, broker fees associated with the sale of MSRs, and related hedging gains and losses that represent realized and unrealized adjustments resulting from changes in valuation, mostly due to changes in market interest rates, and are not indicative of the Company’s operating performance or results of operation. Beginning in the third quarter of 2026, we began to include the effects of contractual prepayment protection and broker fees associated with the sale of MSRs to appropriately capture all valuation changes in MSRs up to and including the sales date as they are directly attributable to, and reduce, the consideration received on MSR sales to reflect the net value realized. Prior periods have been revised to conform with this new presentation. We have excluded expenses directly related to the Cybersecurity Incident, net of insurance recoveries during fiscal 2024, such as costs to investigate and remediate the Cybersecurity Incident, the costs of customer notifications and identity protection, and professional fees, including legal expenses, settlement costs, and commission guarantees. We also exclude stock-based compensation expense, which is a non-cash expense, gains or losses on extinguishment of debt and disposal of fixed assets, and impairment charges to operating lease right-of-use assets, as well as certain costs associated with our restructuring efforts, as management does not consider these costs to be indicative of our performance or results of operations. Adjusted EBITDA includes interest expense on funding facilities, which are recorded as a component of “net interest income,” as these expenses are a direct operating expense driven by loan origination volume. By contrast, interest expense on our non-funding debt is a function of our capital structure and is therefore excluded from Adjusted EBITDA. Adjustments for income taxes are made to reflect historical results of operations on the basis that it was taxed as a corporation under the Internal Revenue Code, and therefore subject to U.S. federal, state, and local income taxes. Adjustments to Diluted Weighted Average Shares Outstanding assumes the pro forma conversion of weighted average Class B and Class C common stock to Class A common stock. These non-GAAP measures have limitations as analytical tools and should not be considered in isolation or as a substitute for revenue, net income, or any other operating performance measure calculated in accordance with GAAP, and may not be comparable to a similarly titled measure reported by other companies. Some of these limitations are:
•They do not reflect every cash expenditure, future requirements for capital expenditures or contractual commitments;
•Adjusted EBITDA does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payment on our debt;
•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced or require improvements in the future, and Adjusted Total Revenue, Adjusted Net Loss, and Adjusted EBITDA do not reflect any cash requirement for such replacements or improvements; and
•They are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows.
Because of these limitations, Adjusted Total Revenue, Adjusted Net Loss, Adjusted Diluted Weighted Average Shares Outstanding, and Adjusted EBITDA are not intended as alternatives to total revenue, net loss, net loss attributable to the Company, or as an indicator of our operating performance and should not be considered as measures of discretionary cash available to us to invest in the growth of our business or as measures of cash that will be available to us to meet our obligations. We compensate for these limitations by using Adjusted Total Revenue, Adjusted Net Loss, Adjusted Diluted Weighted Average Shares Outstanding, and Adjusted EBITDA along with other comparative tools, together with U.S. GAAP measurements, to assist in the evaluation of operating performance. See below for a reconciliation of these non-GAAP measures to their most comparable U.S. GAAP measures.
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Reconciliation of Total Revenue to Adjusted Total Revenue (Dollars in thousands) (Unaudited): | Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||||||||
| Total net revenue | $ | 307,145 | $ | 323,324 | $ | 930,853 | $ | 879,482 | ||||||||||||||||||
Valuation changes in servicing rights, net of hedging gains and losses(1) | (4,937) | 2,044 | (22,000) | 16,515 | ||||||||||||||||||||||
| Adjusted total revenue | $ | 302,208 | $ | 325,368 | $ | 908,853 | $ | 895,997 | ||||||||||||||||||
(1)Represents the change in the fair value of servicing rights due to changes in valuation inputs or assumptions, net of gains or losses from derivatives hedging servicing rights and gains (losses) from the sale of MSRs. Beginning in the third quarter of 2026, we began to include the effects of contractual prepayment protection and broker fees associated with the sale of MSRs to appropriately capture all valuation changes in MSRs up to and including the sales date and broker fees as they are directly attributable to, and reduce, the consideration received on MSR sales to reflect the net value realized. Prior periods have been revised to conform with this new presentation. Refer to Note 5 - Servicing Rights, at Fair Value.
Reconciliation of Net Loss to Adjusted Net Loss (Dollars in thousands) (Unaudited): | Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||||||||
Net loss attributable to loanDepot, Inc. | $ | (19,729) | $ | (4,882) | $ | (61,749) | $ | (40,166) | ||||||||||||||||||
Net loss from the pro forma conversion of Class B or Class C common stock to Class A common stock(1) | (8,957) | (3,852) | (28,501) | (34,538) | ||||||||||||||||||||||
Net loss | (28,686) | (8,734) | (90,250) | (74,704) | ||||||||||||||||||||||
Adjustments to the (provision) benefit for income taxes(2) | (27) | 978 | 23 | 8,769 | ||||||||||||||||||||||
Tax-effected net loss | (28,713) | (7,756) | (90,227) | (65,935) | ||||||||||||||||||||||
Valuation changes in servicing rights, net of hedging gains and losses(3) | (4,937) | 2,044 | (22,000) | 16,515 | ||||||||||||||||||||||
| Stock-based compensation expense | 6,307 | 3,599 | 17,982 | 7,060 | ||||||||||||||||||||||
Restructuring charges(4) | 362 | 2,147 | 2,269 | 4,425 | ||||||||||||||||||||||
Cybersecurity incident(5) | 414 | 473 | 1,594 | 1,562 | ||||||||||||||||||||||
| Gain on extinguishment of debt | (4,122) | — | (5,292) | — | ||||||||||||||||||||||
| (Gain) loss on disposal of fixed assets | (483) | 3 | 1,040 | 30 | ||||||||||||||||||||||
Other impairment(6) | 38 | — | 38 | 5 | ||||||||||||||||||||||
Tax effect of adjustments(7) | 305 | (3,198) | 775 | (8,026) | ||||||||||||||||||||||
Adjusted net loss | $ | (30,829) | $ | (2,688) | $ | (93,821) | $ | (44,364) | ||||||||||||||||||
(1)Reflects net loss to Class A common stock and Class D common stock from the pro forma exchange of Class B common stock and Class C common stock.
(2)loanDepot, Inc. is subject to federal, state and local income taxes. Adjustments to the (provision) benefit for income taxes reflect the income tax rates below, and the pro forma assumption that loanDepot, Inc. owns 100% of LD Holdings.
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||||||||
| Statutory U.S. federal income tax rate | 21.00 | % | 21.00 | % | 21.00 | % | 21.00 | % | ||||||||||||||||||
| State and local income taxes (net of federal benefit) | 5.06 | 4.39 | 4.80 | 4.39 | ||||||||||||||||||||||
Effect of valuation allowance and other tax adjustments | (26.36) | — | (25.72) | — | ||||||||||||||||||||||
| Effective income tax rate | (0.30) | % | 25.39 | % | 0.08 | % | 25.39 | % | ||||||||||||||||||
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(3)Represents the change in the fair value of servicing rights due to changes in valuation inputs or assumptions, net of gains or losses from derivatives hedging servicing rights and gains (losses) from the sale of MSRs. Beginning in the third quarter of 2026, we began to include the effects of contractual prepayment protection and broker fees associated with the sale of MSRs to appropriately capture all valuation changes in MSRs up to and including the sales date and broker fees associated with the sale of MSRs to appropriately capture all valuation changes in MSRs up to and including the sales date and broker fees as they are directly attributable to, and reduce, the consideration received on MSR sales to reflect the net value realized. Prior periods have been revised to conform with this new presentation. Refer to Note 5 - Servicing Rights, at Fair Value.
(4)Reflects employee severance expense and professional services associated with restructuring efforts.
(5)Represents expenses directly related to the Cybersecurity Incident, net of insurance recoveries during fiscal 2024, including costs to investigate and remediate the Cybersecurity Incident, the costs of customer notifications and identity protection, professional fees including legal expenses, settlement costs, and commission guarantees.
(6)Represents lease impairment on corporate and retail locations.
(7)Amounts represent the income tax effect using the aforementioned effective income tax rates, excluding certain discrete tax items.
Reconciliation of Diluted Weighted Average Shares Outstanding to Adjusted Diluted Weighted Average Shares Outstanding (Dollars in thousands except per share) (Unaudited) | Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||||||||
| Share Data: | ||||||||||||||||||||||||||
| Diluted weighted average shares of Class A and Class D common stock outstanding | 232,312,698 | 211,442,981 | 230,969,256 | 206,745,124 | ||||||||||||||||||||||
Assumed pro forma conversion of weighted average Class B and Class C common stock to Class A common stock(1) | 105,977,644 | 119,970,814 | 106,108,197 | 123,031,001 | ||||||||||||||||||||||
| Adjusted diluted weighted average shares outstanding | 338,290,342 | 331,413,795 | 337,077,453 | 329,776,125 | ||||||||||||||||||||||
(1)Reflects the assumed pro forma exchange and conversion of Class B and Class C common stock.
Reconciliation of Net Loss to Adjusted EBITDA (Dollars in thousands) (Unaudited): | Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||||||||
Net loss | $ | (28,686) | $ | (8,734) | $ | (90,250) | $ | (74,704) | ||||||||||||||||||
Interest expense - non-funding debt(1) | 37,979 | 44,292 | 122,912 | 131,555 | ||||||||||||||||||||||
Income tax expense (benefit) | 90 | (1,555) | (76) | (14,023) | ||||||||||||||||||||||
| Depreciation and amortization | 5,833 | 6,729 | 18,037 | 20,774 | ||||||||||||||||||||||
Valuation changes in servicing rights, net of hedging gains and losses(2) | (4,937) | 2,044 | (22,000) | 16,515 | ||||||||||||||||||||||
| Stock-based compensation expense | 6,307 | 3,599 | 17,982 | 7,060 | ||||||||||||||||||||||
Restructuring charges(3) | 362 | 2,147 | 2,269 | 4,425 | ||||||||||||||||||||||
Cybersecurity incident(4) | 414 | 473 | 1,594 | 1,562 | ||||||||||||||||||||||
| (Gain) loss on disposal of fixed assets | (483) | 3 | 1,040 | 30 | ||||||||||||||||||||||
Other impairment(5) | 38 | — | 38 | 5 | ||||||||||||||||||||||
Adjusted EBITDA | $ | 16,917 | $ | 48,998 | $ | 51,546 | $ | 93,199 | ||||||||||||||||||
(1)Represents other interest expense, which includes gain or loss on extinguishment of debt and amortization of debt issuance costs and debt discount, in the Company’s consolidated statements of operations.
(2)Represents the change in the fair value of servicing rights due to changes in valuation inputs or assumptions, net of gains or losses from derivatives hedging servicing rights and gains (losses) from the sale of MSRs. Beginning in the third quarter of 2026, we began to include the effects of contractual prepayment protection and broker fees associated with the sale of MSRs to appropriately
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capture all valuation changes in MSRs up to and including the sales date and broker fees associated with the sale of MSRs to appropriately capture all valuation changes in MSRs up to and including the sales date and broker fees as they are directly attributable to, and reduce, the consideration received on MSR sales to reflect the net value realized. Prior periods have been revised to conform with this new presentation. Refer to Note 5 - Servicing Rights, at Fair Value.
(3)Reflects employee severance expense and professional services associated with restructuring efforts.
(4)Represents expenses directly related to the Cybersecurity Incident, net of insurance recoveries during fiscal 2024, including costs to investigate and remediate the Cybersecurity Incident, the costs of customer notifications and identity protection, professional fees including legal expenses, settlement costs, and commission guarantees.
(5)Represents lease impairment on corporate and retail locations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
In the normal course of business, we are exposed to various risks which can affect our business, results, and operations. The primary market risks to which we are exposed include interest rate risk, credit risk, prepayment risk, and inflation risk.
We manage our interest rate risk and the price risk associated with changes in interest rates pursuant to the terms of an Interest Rate Risk Management Policy which (i) quantifies our interest rate risk exposure, (ii) lists the derivatives eligible for use as Hedging Instruments and (iii) establishes risk and liquidity tolerances.
Interest Rate Risk
Our principal market exposure is to interest rate risk as our business is subject to variability in results of operations due to fluctuations in interest rates. We anticipate that interest rates will remain our primary benchmark for market risk for the foreseeable future. Changes in interest rates affect our assets and liabilities measured at fair value, including LHFS, IRLCs, servicing rights and Hedging Instruments. In a declining interest rate environment, we expect higher loan origination volumes, higher loan margins, increases in the value of our LHFS and IRLCs, and decreases in the value of our Hedging Instruments and servicing rights. In a rising interest rate environment, we expect lower loan origination volumes, lower loan margins, decreases in the value of our LHFS and IRLCs, and increases in the value of our Hedging Instruments and servicing rights. The interaction between the results of operations of our various activities is a core component of our overall interest rate risk strategy.
IRLCs represent an agreement to extend credit to a potential customer, whereby the interest rate on the loan is set prior to funding. Both IRLCs and LHFS, are subject to changes in interest rates from the date of the commitment through the sale of the loan into the secondary market. Accordingly, we are exposed to interest rate risk and related price risk during the period from the date of the lock commitment through (i) the lock commitment cancellation or expiration date, or (ii) the date of sale into the secondary mortgage market. The average term for outstanding interest rate lock commitments at September 30, 2026 was 35 days; and our average holding period of the loan from funding to sale was 28 days for the nine months ended September 30, 2026.
We manage the interest rate risk associated with our outstanding IRLCs, LHFS and servicing rights by entering into Hedging Instruments. Management expects these Hedging Instruments will experience changes in fair value opposite to those of the IRLCs, LHFS, and servicing rights thereby reducing earnings volatility. We take into account various factors and strategies in determining the portion of IRLCs, LHFS, and servicing rights to economically hedge. Our expectation of how many of our IRLCs will ultimately close is a key factor in determining the notional amount of Hedging Instruments used in hedging the position.
Credit Risk
We are subject to credit risk in connection with our originating, financing, selling, and servicing residential mortgage loans. Credit risk refers to the ability of each individual borrower underlying our loans, mortgage servicing rights, and trading securities, to make required interest and principal payments on the scheduled due dates. If delinquencies increase, the value of our loans, mortgage servicing rights, and trading securities may decrease and the amount of servicer advances we are required to make related to our mortgage servicing rights will increase. We believe credit risk is mitigated through stringent underwriting guidelines in our loan origination process and is primarily determined by the borrowers’ credit profiles and loan characteristics. Credit risk is influenced by general economic factors including interest rates, housing prices, and unemployment rates which could impact the borrowers’ ability to make payments on their loans.
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While our contracts vary, we provide representations and warranties to purchasers and insurers of the mortgage loans sold that typically are in place for the life of the loan. In the event of a breach of these representations and warranties, we may be required to repurchase a mortgage loan or indemnify the purchaser, and any subsequent loss on the mortgage loan may be borne by us. The representations and warranties require adherence to applicable origination and underwriting guidelines or requirements (including those of Fannie Mae, Freddie Mac, and Ginnie Mae), including but not limited to the validity of the lien securing the loan, property eligibility, borrower credit, income and asset requirements, and compliance with applicable federal, state, and local law.
We record a provision for losses relating to such representations and warranties as part of our loan sale transactions. The level of the liability for losses from representations and warranties is difficult to estimate and requires considerable management judgment. The level of loan repurchase losses is dependent on economic factors, trends in property values, investor repurchase demand strategies, and other external conditions, including interest rates, that may change over the lives of the underlying loans. We evaluate the adequacy of our liability for losses from representations and warranties based on our loss experience and our assessment of incurred losses relating to loans that we have previously sold and which remain outstanding at the balance sheet date. As our portfolio of loans sold subject to representations and warranties grows and as economic fundamentals change, such adjustments can be material. However, we believe that our current estimates adequately approximate the losses incurred on our sold loans subject to such representations and warranties.
Additionally, we are exposed to credit risk associated with our borrowers, counterparties, and other significant vendors. Our ability to operate profitably is dependent on both our access to capital to finance our assets and our ability to profitably originate, sell, and service loans. Our ability to hold loans pending sale and/or securitization depends, in part, on the availability to us of adequate financing lines of credit at suitable interest rates and favorable advance rates. In general, we manage such risk by selecting only counterparties that we believe to be financially strong, dispersing the risk among multiple counterparties, placing contractual limits on the amount of unsecured credit extended to any single counterparty and entering into netting agreements with the counterparties, as appropriate. During the nine months ended September 30, 2026 and 2025, we incurred no losses due to nonperformance by any of our counterparties.
Prepayment Risk
Prepayment risk is affected by interest rates (and their inherent risk) and borrowers’ actions relative to their underlying loans. To the extent that the actual prepayment speed on the loans underlying our servicing rights differs from what we projected when we initially recognized them and when we measured fair value as of the end of each reporting period, the carrying value of our investment in servicing rights will be affected. In general, an increase in prepayment expectations will decrease our estimates of the fair value of the servicing right, thereby reducing expected servicing income. We monitor the servicing portfolio to identify potential refinancings and the impact that would have on associated servicing rights.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Form 10-Q. Based on such evaluation, our CEO and CFO have concluded that as of September 30, 2026, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we and certain of our subsidiaries are involved in various legal and regulatory matters that arise in connection with the conduct of our business. For a further discussion of our material legal proceedings, see Note 15 - Commitments and Contingencies of the Notes to Consolidated Financial Statements included in “Item 1 Financial Statements.”
Item 1A. Risk Factors
There have been no material changes in the risk factors discussed under Part I. "Item 1A. Risk Factors" of our 2025 Form 10-K filed with the SEC on March 12, 2026, except as set forth below.
We have received notice from the NYSE that we are not in compliance with its minimum share price continued listing standard, and a failure to regain compliance could result in the delisting of our Class A Common Stock.
On August 21, 2026, we received notice from the New York Stock Exchange (“NYSE”) that we are not in compliance with its minimum share price continued listing standard because the average closing price of our Class A Common Stock was below $1.00 over a consecutive 30 trading-day period. We have a six-month cure period to regain compliance. However, if the Company determines that it will cure the price condition by taking an action that will require shareholder approval, the Company must so inform the NYSE and must obtain shareholder approval no later than its next annual meeting of shareholders, and must implement the action promptly thereafter. If we do not regain compliance, our Class A Common Stock may be delisted from the NYSE, which could adversely affect the market price and liquidity of our Class A Common Stock, reduce analyst coverage and investor interest, and impair our ability to raise capital, obtain financing or pursue strategic transactions on favorable terms, or at all. In addition, even while we remain listed, the NYSE notice and the trading of our Class A Common Stock below $1.00 per share may also adversely affect investor confidence and our cost of capital.
We face near-term refinancing risk with respect to our Senior Notes, and any refinancing or repayment, or our failure to refinance or repay them, may adversely affect our liquidity, financial condition and our stockholders.
As of September 30, 2026, we have $270.7 million of 2027 Senior Notes and $466.2 million of unsecured 2028 Senior Notes, which will require refinancing or repayment at maturity. We continue to evaluate a range of options with the help of retained advisors, but the 2027 Senior Notes mature in approximately 12 months, and there can be no assurance that we will be able to address them before maturity on acceptable terms or at all. Concerns regarding our ability to refinance or repay the Senior Notes may increase as those maturities approach. These concerns could result in downgrades of our credit or servicer ratings and less favorable terms, non-renewals, or reduced participation from our warehouse lenders and other counterparties, even before the Senior Notes mature.
Any refinancing, even on then-prevailing market terms, is expected to require some combination of higher interest rates, more restrictive covenants, additional collateral, reduced principal amounts, exchange offers, debt repurchases, asset sales, equity issuances and/or other transactions or obligations that could increase our debt service obligations, reduce our liquidity, dilute existing stockholders or further restrict our operational and financial flexibility. Rating agencies may view exchange offers or similar transactions as distressed exchanges, which could result in further downgrades.
If we are unable to refinance the Senior Notes on commercially reasonable terms or at all, we may be required to use available cash, including cash needed for operations and other obligations, to repay the Senior Notes at maturity. This would reduce our liquidity and could require us to sell assets, including mortgage servicing rights, possibly at valuations or on terms that are less favorable than we could obtain under more favorable conditions. Sales of mortgage servicing rights would decrease our future cash flow and revenue streams, reducing our ability to cover fixed costs, service our remaining debt obligations, and return to profitability, which could necessitate further asset sales. Failure to repay the Senior Notes at maturity would constitute an event of default, permitting the holders of the 2027 Senior Notes to exercise remedies against the collateral securing them and triggering default provisions under our warehouse lines and other debt facilities, which could result in acceleration of substantially all of our indebtedness. Any such acceleration would have a material adverse effect on our business, financial
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condition, and results of operations, and could require us to seek bankruptcy protection or pursue other restructuring alternatives, in which case holders of our common stock could lose all or a substantial part of their investment.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
For the three months ended September 30, 2026, shares of the Company's Class B common stock could each be converted, together with a corresponding Holdco Unit, as applicable, at any time and from time to time at the option of the holder of such share of Class B common stock for one fully paid and non-assessable share of Class A common stock. There was no cash or other consideration paid by the holder converting such shares and, accordingly, there was no cash or other consideration received by the Company. The shares of Class A common stock issued by the Company in such conversions are exempt from registration pursuant to Section 3(a)(9) of the Securities Act.
On July 1, 2026, we issued to stockholders 20,000 shares of Class A common stock upon the conversion of the same number of shares of our Class B common stock and corresponding Holdco Units held by such stockholders.
On August 3, 2026, we issued to stockholders 148,263 shares of Class A common stock upon the conversion of the same number of shares of our Class B common stock and corresponding Holdco Units held by such stockholders.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Rule 10b5-1 Trading Arrangements
During the quarter ended September 30, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted terminated
Name and Title | Type of Plan | Date Plan Adopted/ Terminated | Duration | Aggregate Number of Shares to be Purchased or Sold | |||||||||||||
| Rule 10b5-1 trading arrangement | Terminated | Earliest first trade date was March 17, 2026, and the maximum duration was March 8, 2027 | Provided for the sale of up to | ||||||||||||||
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Item 6. Exhibits
The following documents are filed as a part of this report:
| Exhibit No. | Description | |||||||
| 3.1 | Amended and Restated Certificate of Incorporation of loanDepot, Inc., dated February 11, 2021 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed February 16, 2021). | |||||||
| 3.2 | Amended and Restated Bylaws of loanDepot, Inc., effective November 10, 2022 (incorporated herein by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed on March 13, 2025). | |||||||
| 10.1# | Amendment No. 5 to Master Repurchase Agreement, dated July 7, 2026, among Atlas Securitized Products, L.P., Atlas Securitized Products Funding 2, L.P., and loanDepot.com, LLC (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed August 6, 2026). | |||||||
| 10.2# | Amendment No. 4 to Master Repurchase Agreement, dated July 7, 2026, among Atlas Securitized Products, L.P., AGF WHCO 1-A3 LP, and loanDepot.com, LLC (incorporated herein by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed August 6, 2026). | |||||||
| 10.3# | Amendment No. 3 to Amended and Restated Master Repurchase Agreement and Securities Contract, dated July 16, 2026, among Bank of Montreal, loanDepot BMO Warehouse, LLC, and loanDepot.com, LLC (incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed August 6, 2026). | |||||||
| 10.4# | Amendment No. 10 to the Second Amended and Restated Master Repurchase Agreement, dated July 22, 2026, among Bank of America, N.A., loanDepot BA Warehouse, LLC and loanDepot.com, LLC (incorporated herein by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed August 6, 2026). | |||||||
| 10.5*# | Amendment No. 1 to the Master Repurchase Agreement, dated August 3, 2026, among JPMorgan Chase Bank, National Association, loanDepot JPM Warehouse Facility, LLC, loanDepot JPM Warehouse Trust, and loanDepot.com, LLC. | |||||||
| 10.6*# | Amendment No. 4 to Amended and Restated Master Repurchase Agreement and Securities Contract, dated September 17, 2026, among Bank of Montreal, loanDepot BMO Warehouse, LLC, and loanDepot.com, LLC. | |||||||
| 10.7# | Master Repurchase Agreement, dated October 2, 2026, among Nomura Corporate Funding Americas, LLC, loanDepot.com, LLC, and loanDepot Multi Asset NC, LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 7, 2026). | |||||||
| 10.8*# | Amendment No. 6 to the Amended and Restated Master Repurchase Agreement, dated October 5, 2026, between UBS AG and loanDepot.com, LLC. | |||||||
| 10.9*# | Amendment No. 5 to Amended and Restated Master Repurchase Agreement and Securities Contract, dated October 29, 2026, among Bank of Montreal, loanDepot BMO Warehouse, LLC, and loanDepot.com, LLC. | |||||||
| 31.1* | Section 302 Certification of Principal Executive Officer. | |||||||
| 31.2* | Section 302 Certification of Principal Financial Officer. | |||||||
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 101 | Inline XBRL Document | |||||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104.0 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
* Filed herewith
** Furnished herewith
# Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K.
+ Management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| LOANDEPOT, INC. | ||||||||
Dated: November 9, 2026 | By: | /s/ Anthony Hsieh | ||||||
| Name: | Anthony Hsieh | |||||||
| Title: | Chief Executive Officer and President | |||||||
Dated: November 9, 2026 | By: | /s/ David Hayes | ||||||
| Name: | David Hayes | |||||||
| Title: | Chief Financial Officer | |||||||
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