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loanDepot, Inc. (LDI) insider entities convert 97M Class D to Class A

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

loanDepot, Inc. reported an insider transaction involving investment entities managed by PCP Managers GP, LLC. On February 11, 2026, 97,026,671 shares of Class D common stock automatically converted into the same number of Class A common shares at $0 per share under the company’s charter.

The securities are held directly or indirectly by various Parthenon-sponsored funds and entities associated with PCP Managers GP, LLC. After the conversion, these entities indirectly beneficially owned 103,458,646 Class A shares, with the reporting persons disclaiming beneficial ownership beyond their pecuniary interests.

Positive

  • None.

Negative

  • None.
Insider PCP MANAGERS GP, LLC, Golson Brian P., Dodson Andrew C, PCP MANAGERS, L.P.
Role Director, 10% Owner | Director | Director | Director, 10% Owner
Type Security Shares Price Value
Conversion Class D Common Stock 97,026,671 $0.00 --
Conversion Class A Common Stock 97,026,671 $0.00 --
Holdings After Transaction: Class D Common Stock — 0 shares (Indirect, See Footnotes); Class A Common Stock — 103,458,646 shares (Indirect, See Footnotes)
Footnotes (1)
  1. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, dated February 11, 2021, each outstanding share of Class D Common Stock, par value $0.001 ("Class D Common Stock"), automatically and without further action on the part of the Issuer or the reporting persons, converted into one fully paid and non-assessable share of Class A Common Stock, par value $0.001 ("Class A Common Stock"), on February 11, 2026. The reported securities are directly or indirectly held by funds and entities managed or controlled by PCP Managers GP, LLC, including: Parthenon Investors III, L.P., Parthenon Investors IV, L.P., Parthenon Capital Partners Fund, L.P., Parthenon Capital Partners Fund II, L.P., PCAP Partners III, LLC, PCP Partners IV, L.P. and PCP Managers, L.P. (together, the "Parthenon Investors"). PCP Managers GP, LLC is the general partner of PCP Managers, L.P., a registered investment adviser under the Investment Advisers Act of 1940, as amended, and an affiliate of Parthenon Capital Partners. PCP Managers, L.P. is the managing member of PCap Partners III, LLC, which is the general partner of Parthenon Investors III, L.P. PCP Managers, L.P. is also the general partner of PCP Partners IV, L.P., which is the general partner of Parthenon Investors IV, L.P. PCP Managers, L.P. is also the general partner of Parthenon Capital Partners Fund, L.P. and Parthenon Capital Partners Fund II, L.P. PCP Managers GP, LLC and certain of the reporting persons and their affiliates may be deemed to beneficially own the securities covered by this Form 4. Each of the reporting persons and their affiliates expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such reporting person is the beneficial owner of any equity securities covered by this Form 4. Messrs. Golson and Dodson serve as directors of the issuer. Mr. Golson is the Co-CEO and Managing Partner at Parthenon Capital Partners and Mr. Dodson is a Managing Partner at Parthenon Capital Partners. Each share of Class D Common Stock was convertible into one fully paid and non-assessable share of Class A Common Stock at any time at the option of the holder of such share of Class D Common Stock, or as provided in footnote 1. Certain of the Parthenon Investors received the shares of the Issuer's Class D Common Stock pursuant to reorganization transactions in connection with the Issuer's initial public offering.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
PCP MANAGERS GP, LLC
(Last) (First) (Middle)
FOUR EMBARCADERO CENTER
SUITE 3610
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
loanDepot, Inc. [ LDI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 02/11/2026 C(1) 97,026,671 A $0 103,458,646 I See Footnotes(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class D Common Stock (4) 02/11/2026 C(1) 97,026,671 (4) (4) Class A Common Stock 97,026,671 $0(5) 0 I See Footnotes(2)(3)
1. Name and Address of Reporting Person*
PCP MANAGERS GP, LLC
(Last) (First) (Middle)
FOUR EMBARCADERO CENTER
SUITE 3610
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Golson Brian P.
(Last) (First) (Middle)
FOUR EMBARCADERO CENTER
SUITE 3610
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Dodson Andrew C
(Last) (First) (Middle)
FOUR EMBARCADERO CENTER
SUITE 3610
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PCP MANAGERS, L.P.
(Last) (First) (Middle)
FOUR EMBARCADERO CENTER
SUITE 3610
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, dated February 11, 2021, each outstanding share of Class D Common Stock, par value $0.001 ("Class D Common Stock"), automatically and without further action on the part of the Issuer or the reporting persons, converted into one fully paid and non-assessable share of Class A Common Stock, par value $0.001 ("Class A Common Stock"), on February 11, 2026.
2. The reported securities are directly or indirectly held by funds and entities managed or controlled by PCP Managers GP, LLC, including: Parthenon Investors III, L.P., Parthenon Investors IV, L.P., Parthenon Capital Partners Fund, L.P., Parthenon Capital Partners Fund II, L.P., PCAP Partners III, LLC, PCP Partners IV, L.P. and PCP Managers, L.P. (together, the "Parthenon Investors"). PCP Managers GP, LLC is the general partner of PCP Managers, L.P., a registered investment adviser under the Investment Advisers Act of 1940, as amended, and an affiliate of Parthenon Capital Partners. PCP Managers, L.P. is the managing member of PCap Partners III, LLC, which is the general partner of Parthenon Investors III, L.P. PCP Managers, L.P. is also the general partner of PCP Partners IV, L.P., which is the general partner of Parthenon Investors IV, L.P. PCP Managers, L.P. is also the general partner of Parthenon Capital Partners Fund, L.P. and Parthenon Capital Partners Fund II, L.P.
3. PCP Managers GP, LLC and certain of the reporting persons and their affiliates may be deemed to beneficially own the securities covered by this Form 4. Each of the reporting persons and their affiliates expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such reporting person is the beneficial owner of any equity securities covered by this Form 4. Messrs. Golson and Dodson serve as directors of the issuer. Mr. Golson is the Co-CEO and Managing Partner at Parthenon Capital Partners and Mr. Dodson is a Managing Partner at Parthenon Capital Partners.
4. Each share of Class D Common Stock was convertible into one fully paid and non-assessable share of Class A Common Stock at any time at the option of the holder of such share of Class D Common Stock, or as provided in footnote 1.
5. Certain of the Parthenon Investors received the shares of the Issuer's Class D Common Stock pursuant to reorganization transactions in connection with the Issuer's initial public offering.
Remarks:
/s/ Greg Smith, as Attorney-in-Fact for Joseph Taveira, Chief Financial Officer of PCP Managers GP, LLC and PCP Managers, L.P. 02/13/2026
/s/ Greg Smith, as Attorney-in-Fact for Brian P. Golson 02/13/2026
/s/ Greg Smith, as Attorney-in-Fact for Andrew C. Dodson 02/13/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did loanDepot, Inc. (LDI) report on February 11, 2026?

loanDepot, Inc. reported an automatic conversion of 97,026,671 Class D shares into Class A common stock on February 11, 2026. The conversion occurred at $0 per share under the company’s amended and restated certificate of incorporation.

How many loanDepot (LDI) Class A shares are indirectly owned after this Form 4 event?

Following the reported conversion, entities associated with PCP Managers GP, LLC indirectly beneficially owned 103,458,646 shares of loanDepot Class A common stock. This figure reflects the position after 97,026,671 Class D shares automatically converted into an equal number of Class A shares.

Who are the reporting persons in the loanDepot (LDI) Form 4 filing?

The reporting persons include PCP Managers GP, LLC, PCP Managers, L.P., and individuals Brian P. Golson and Andrew C. Dodson. Golson and Dodson serve as directors of loanDepot, with the entities managing or controlling various Parthenon-sponsored investment funds holding the shares.

Was the loanDepot (LDI) insider transaction a purchase or a sale?

The transaction was a conversion, not a market purchase or sale. 97,026,671 Class D shares automatically converted into Class A shares at $0 per share pursuant to loanDepot’s amended and restated certificate of incorporation dated February 11, 2021.

Which entities hold the converted loanDepot (LDI) shares reported on this Form 4?

The shares are directly or indirectly held by funds and entities managed or controlled by PCP Managers GP, LLC, including several Parthenon Investors limited partnerships and related vehicles. These entities together are referred to as the Parthenon Investors in the disclosure.

Do the reporting persons claim full beneficial ownership of the loanDepot (LDI) shares?

The reporting persons expressly disclaim beneficial ownership of the reported equity securities except to the extent of their pecuniary interests. The filing notes they may be deemed beneficial owners but clarifies this is not an admission of beneficial ownership for all reported shares.