loanDepot (NYSE: LDI) converts Class C and D shares into A and B

Rhea-AI Filing Summary

loanDepot, Inc. reported that, under its Amended and Restated Certificate of Incorporation, each outstanding share of Class C Common Stock automatically converted into one share of Class B Common Stock and each outstanding share of Class D Common Stock automatically converted into one share of Class A Common Stock.

After this conversion, as of February 11, 2026, 228,569,593 shares of Class A Common Stock and 106,207,433 shares of Class B Common Stock were outstanding, and no Class C or Class D shares remained. Class A and Class B shares each carry one vote per share on all general stockholder matters.

FALSE000183163100018316312026-02-112026-02-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 8-K

_____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (or date of earliest event reported): February 11, 2026

_____________________

loanDepot, Inc.

(Exact Name of Registrant as Specified in its Charter)

_____________________

Delaware

001-40003

85-3948939

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

6561 Irvine Center Drive

Irvine, California 92618

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (888) 337-6888

_____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.001 Par Value

LDI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  o

Item 8.01 Other Events.

Pursuant to the Amended and Restated Certificate of Incorporation of loanDepot, Inc. (the “Company’), dated February 11, 2021, each outstanding share of the Company’s Class C Common Stock, par value $0.001 per share (“Class C Common Stock”), and Class D Common Stock, par value $0.001 per share (“Class D Common Stock”), automatically and without further action on the part of the Company or any holder of Class C Common Stock or Class D Common Stock, converted into one fully paid and non-assessable share of Class B Common Stock, par value $0.001 per share (“Class B Common Stock”), or Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), respectively. Holders of shares of our Class A Common Stock and Class B Common Stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors elected by our stockholders generally.

As of February 11, 2026, 228,569,593 shares of the Company’s Class A Common Stock and 106,207,433 shares of the Company’s Class B Common Stock were outstanding. No shares of the Company’s Class C Common Stock or Class D Common Stock were outstanding.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

loanDepot, Inc.
By:			/s/ David Hayes
Name: David Hayes
Title: Chief Financial Officer

Date: February 12, 2026

FAQ

What share class change did loanDepot (LDI) report in this 8-K?

loanDepot reported an automatic conversion of all outstanding Class C shares into Class B shares and all outstanding Class D shares into Class A shares. This action followed its Amended and Restated Certificate of Incorporation and left only Class A and Class B common stock outstanding.

How many loanDepot (LDI) Class A and Class B shares are now outstanding?

As of February 11, 2026, loanDepot had 228,569,593 shares of Class A Common Stock and 106,207,433 shares of Class B Common Stock outstanding. Following the conversion, no Class C or Class D Common Stock shares remained issued or outstanding for the company.

Did loanDepot (LDI) eliminate its Class C and Class D common stock?

Yes. The company stated that, after the automatic conversion described, no shares of Class C Common Stock or Class D Common Stock were outstanding. Only Class A and Class B Common Stock remain outstanding under loanDepot’s current capital structure as of February 11, 2026.

How many votes do loanDepot (LDI) Class A and Class B shares carry?

loanDepot disclosed that holders of Class A Common Stock and Class B Common Stock are each entitled to one vote per share. These voting rights apply on all matters submitted to stockholders generally, including the election or removal of directors elected by the stockholders.

What document governed loanDepot’s (LDI) automatic share conversion?

The conversion was carried out pursuant to loanDepot’s Amended and Restated Certificate of Incorporation dated February 11, 2021. Under this charter, each Class C share converted into one Class B share, and each Class D share converted into one Class A share, without further action required.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB