[8-K] loanDepot, Inc. Reports Material Event

Rhea-AI Filing Summary

loanDepot, Inc., through subsidiary loanDepot.com, LLC, entered into a new Fannie Mae mortgage servicing rights financing structure and issued Series 2025‑VF1 variable funding notes with a maximum purchase price of $300 million, which will decrease to $150 million after issuance of an initial series of term notes. The notes are financed by Nomura Corporate Funding Americas, LLC under a master repurchase agreement, bear interest at a variable rate based on daily simple SOFR plus a margin, and are expected to mature on May 29, 2026.

In connection with this new FNMSR Facility, the company terminated a prior revolving credit facility from the same administrative agent that had provided up to $300 million of funding secured by Fannie Mae servicing rights. On the termination date, an outstanding principal balance of $291,200,00 under the old credit agreement was transferred to the new facility, and no termination penalties were incurred. LD Holdings Group LLC delivered a guaranty in favor of Nomura Corporate Funding Americas, LLC to provide additional credit enhancement.

Insights

Structured finance and capital markets analyst

loanDepot refinances FNMA servicing-rights debt into a new $300M note facility without penalties.

loanDepot, through its subsidiaries, set up an FNMA MSR financing platform that issues Series 2025‑VF1 variable funding notes with a maximum purchase price of $300 million, stepping down to $150 million after an initial term note series. The notes are funded by Nomura Corporate Funding Americas, LLC under a master repurchase agreement, are secured by excess spread and Fannie Mae mortgage servicing rights, and reference daily simple SOFR plus a margin, with an expected maturity on May 29, 2026.

At the same time, the company terminated an earlier revolving credit line of up to $300 million that was also secured by Fannie Mae servicing rights, transferring an outstanding principal balance of $291,200,00 into the new FNMSR Facility. The company reports no termination penalties and adds a guaranty from LD Holdings Group LLC for further credit enhancement. Overall, this represents a shift in how these servicing rights are financed rather than a disclosed change in total borrowing capacity, so the main implications relate to structure, counterparties, and terms rather than size.

FALSE000183163100018316312025-11-142025-11-14

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): November 14, 2025

_____________________

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 1.01 Entry into a Material Definitive Agreement.

On November 14, 2025, loanDepot.com, LLC (the “Company”), an indirect subsidiary of loanDepot, Inc., entered into a participation agreement pursuant to which the Company, as initial participant, was issued a participation certificate representing beneficial interests in excess spread (the “Excess Spread PC”) relating to Fannie Mae mortgage servicing rights (the “FNMA MSRs”) owned by the Company. The Company entered into a master repurchase agreement with one of its wholly-owned subsidiaries, loanDepot FAMSR Master Trust (the “Issuer”), pursuant to which the Company sold all of its rights, title and interest in the Excess Spread PC and pledged the FNMA MSRs to the Issuer, which in turn entered into a base indenture (the “Base Indenture”) to finance the Excess Spread PC and the FNMA MSRs. Pursuant to the terms of the Base Indenture, the Issuer may, from time to time, pursuant to the terms of any supplemental indenture, issue to institutional investors variable funding notes or one or more series of term notes, in each case secured by a pledge of the Excess Spread PC and the FNMA MSRs (collectively, the “FNMSR Facility”).

In connection with the FNMSR Facility, the Company has entered into to: (i) the Participation Agreement, dated as of November 14, 2025, between the Company, as company, and as the Company, as initial participant, as the same may be amended, restated, supplemented or otherwise modified from time to time; (ii) the Base Indenture, dated as of November 14, 2025, by and among the Issuer, Citibank, N.A., as indenture trustee (the “Indenture Trustee”), calculation agent (the “Calculation Agent”), paying agent (the “Paying Agent”) and securities intermediary (the “Securities Intermediary”), the Company, as servicer and administrator, and Nomura Corporate Funding Americas, LLC (“NCFA”), as administrative agent (in such capacity, the “Administrative Agent”), as the same may be amended, restated, supplemented or otherwise modified from time to time; (iii) the Series 2025-VF1 Indenture Supplement, dated as of November 14, 2025, by and among the Issuer, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Securities Intermediary, the Company, as servicer and administrator, and the Administrative Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time; (iv) the Master Repurchase Agreement, dated as of November 14, 2025, by and between the Issuer, as buyer, and the Company, as seller, as the same may be amended, restated, supplemented or otherwise modified from time to time; and (v) the Series 2025-VF1 Master Repurchase Agreement, dated as of November 14, 2025, by and between NCFA, as administrative agent and buyer, and the Company, as seller, as the same may be amended, restated, supplemented or otherwise modified from time to time.

Pursuant to the terms of the Series 2025-VF1 Indenture Supplement, the Series 2025-VF1 Notes (the “Series 2025-VF1 Notes”) were issued in the name of NCFA and loanDepot sold all of its rights, title and interest in the Series 2025-VF1 Notes to, and the Series 2025-VF1 Notes are financed by, NCFA pursuant to the Series 2025-VF1 Master Repurchase Agreement. The Series 2025-VF1 Notes have a maximum purchase price of $300 million, which will be reduced to $150 million after the issuance of the initial series of term notes. The 2025-VF1 Notes are priced at a variable rate based on daily simple SOFR plus a margin per annum and are expected to mature on May 29, 2026.

LD Holdings Group LLC delivered a Guaranty, dated as of November 14, 2025, in favor of NCFA, as further credit enhancement with respect to the Series 2025-VF1 Master Repurchase Agreement.

The foregoing descriptions of the FNMSR MSR Facility and other program documents do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the documents, copies of which are attached to hereto as Exhibits 10.1 through 10.1.5 and incorporated herein by reference.

Item 1.02 Termination of Material Definitive Agreement.

On November 14, 2025, in connection with the issuance of the Series 2025-VF1 Notes by the Issuer, the Company and loanDepot FA Agency MSR, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of the Company, as borrower, terminated a revolving line of credit provided by NCFA, as administrative agent and sole lender. The terminated facility provided for a revolving line of credit of up to $300 million available to the Company that was secured by certain of the Company’s mortgage servicing rights with respect to mortgage loans serviced for Fannie Mae pursuant to the Fannie Mae servicing contract and other collateral listed in the Credit Agreement, dated as of December 15, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"). The maturity date of the Credit Agreement was May 29, 2026.

The outstanding principal balance owed under the Credit Agreement on the termination date was $291,200,00 and such borrowings were transferred to the FNMSR Facility described in 1.01 above. The Company did not incur any termination penalties as a result of the termination of this facility.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

All information set forth in Item 1.01 of this Form 8-K is incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
10.1*#			Base Indenture, dated November 14, 2025, by and among loanDepot FAMSR Master Trust, as issuer, Citibank, N.A., as indenture trustee, calculation agent, paying agent and securities intermediary, Nomura Corporate Funding Americas, LLC, as administrative agent, and loanDepot.com, LLC, as servicer and administrator.
10.1.1*#			Series 2025-VF1 Indenture Supplement, dated as November 14, 2025, by and among loanDepot FAMSR Master Trust, as issuer Citibank, N.A., as indenture trustee, calculation agent, paying agent and the securities intermediary, Nomura Corporate Funding Americas, LLC, as administrative agent, and loanDepot.com, LLC, as servicer and administrator.
10.1.2*#			Master Repurchase Agreement, dated as of November 14, 2025, by and between loanDepot FAMSR Master Trust, as buyer, and loanDepot.com, LLC, as seller.
10.1.3*#			Series 2025-VF1 Master Repurchase Agreement, dated as of November 14, 2025, by and between Nomura Corporate Funding Americas, LLC, as administrative agent and buyer, and loanDepot.com, LLC, as seller.
10.1.4*#			Participation Agreement, dated as of November 14, 2025, between loanDepot.com, LLC, as company and as initial participant.
10.1.5*#			Guaranty of LD Holdings Group LLC made in favor of Nomura Corporate Funding Americas, LLC, dated as of November 14, 2025.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

# Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.

* Filed herewith

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: November 20, 2025

FAQ

What new financing facility did loanDepot (LDI) establish in this 8-K?

loanDepot, through loanDepot.com, LLC and loanDepot FAMSR Master Trust, established an FNMSR Facility that finances Fannie Mae mortgage servicing rights and excess spread through Series 2025‑VF1 variable funding notes backed by those assets.

How large is the new Series 2025-VF1 note facility for loanDepot (LDI)?

The Series 2025‑VF1 Notes have a maximum purchase price of $300 million, which will be reduced to $150 million after the issuance of the initial series of term notes, according to the filing.

What interest terms and maturity apply to loanDepots Series 2025-VF1 Notes?

The Series 2025‑VF1 Notes are priced at a variable rate based on daily simple SOFR plus a margin per annum and are expected to mature on May 29, 2026.

Which prior credit facility did loanDepot (LDI) terminate and what happened to the balance?

loanDepot terminated a revolving line of credit of up to $300 million provided by Nomura Corporate Funding Americas, LLC, and the outstanding principal balance of $291,200,00 under that credit agreement was transferred to the new FNMSR Facility.

Did loanDepot incur any penalties when it ended the prior revolving credit facility?

No. The company states that it did not incur any termination penalties as a result of terminating the revolving credit facility associated with the prior credit agreement.

What additional credit support backs loanDepots new FNMA MSR financing?

LD Holdings Group LLC delivered a Guaranty, dated November 14, 2025, in favor of Nomura Corporate Funding Americas, LLC as further credit enhancement for obligations under the Series 2025‑VF1 Master Repurchase Agreement.

Who are the key counterparties in loanDepot (LDI)s FNMSR Facility structure?

Key counterparties include loanDepot FAMSR Master Trust as issuer, Citibank, N.A. as indenture trustee, calculation agent, paying agent and securities intermediary, and Nomura Corporate Funding Americas, LLC as administrative agent and buyer under the master repurchase agreement.