LDI Form 4 shows 4M Class A acquired via exchange, 2.2M sold under 10b5-1
Rhea-AI Filing Summary
Anthony Li Hsieh, Executive Chair, CEO & President of loanDepot, Inc. (LDI), reported reorganization exchanges and Rule 10b5-1 sales. On 08/22/2025 the reporting person elected exchanges of LD Holdings Class A Common Units for Issuer shares that will be effective 09/01/2025, resulting in 4,000,000 Class A shares acquired and 4,000,000 Class C shares cancelled for no consideration. The report shows indirect ownership across several entities, including 31,845,633 Class C shares and 66,404,880 Class A-equivalent units held indirectly by affiliates.
Separately, sales under a Rule 10b5-1 plan executed on 08/22/2025 and 08/25/2025 reduced beneficial Class A holdings held via the JLSSAA Trust by 1,184,108 shares at a weighted average price of $2.038 and 1,017,198 shares at a weighted average price of $2.043, respectively. The filing discloses voting and investment power over shares held by Trilogy-related entities and trustee authority over the JLSSAA Trust.
Positive
- None.
Negative
- Insider sales totaling 2,201,306 Class A shares were executed under a Rule 10b5-1 plan at weighted average prices near $2.04, reducing trust-held Class A ownership.
- Significant indirect concentration of ownership remains: entities controlled by the reporting person hold large blocks (e.g., 31,845,633 Class C-equivalents and 66,404,880 Class A-equivalents), which may concentrate voting power.
Insights
TL;DR: Insider executed planned exchanges and sold roughly 2.2M Class A shares under a 10b5-1 plan, modestly reducing trust-held Class A exposure.
The transactions combine organizational exchanges tied to the issuer's IPO reorganization with pre-arranged open-market sales under a 10b5-1 plan. The 4,000,000 Class A shares recorded as acquired via exchange are offset by the cancellation of corresponding Class C shares. Material sales from the JLSSAA Trust totaled 2,201,306 Class A shares at weighted average prices near $2.04, lowering the trust's reported beneficial ownership from 12,782,222 to 10,580,916 shares. Holdings remain substantially concentrated across related entities, indicating continued significant indirect ownership despite the dispositions.
TL;DR: Transactions reflect internal reorganization mechanics and rule-compliant insider selling, not an unexpected governance change.
The filing documents standard conversion mechanics from LD Holdings Common Units to issuer Class A shares and cancelation of Class C shares, per the LLC agreement and board-determined election. Sales were effected pursuant to a 10b5-1 plan adopted 11/20/2024, providing an affirmative defense to insider trading claims. Reporting highlights concentrated indirect control via Trilogy entities and trustee arrangements, which remains relevant for governance and voting influence even after the disclosed sales.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 1,017,198 | $2.043 | $2.08M |
| Conversion | Common Units | 4,000,000 | $0.00 | -- |
| Other | Class C Common Stock | 4,000,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 4,000,000 | $0.00 | -- |
| Sale | Class A Common Stock | 1,184,108 | $2.038 | $2.41M |
| holding | Common Units | -- | -- | -- |
| holding | Common Units | -- | -- | -- |
| holding | Common Units | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class C Common Stock | -- | -- | -- |
| holding | Class C Common Stock | -- | -- | -- |
| holding | Class C Common Stock | -- | -- | -- |
Footnotes (1)
- In the reorganization transactions related to Issuer's IPO, shares of Issuer's Class C Common Stock, par value $0.001 ("Class C Common Stock"), were issued to certain holders of LD Holdings Group LLC ("LD Holdings") Class A Common Units ("Common Units") equal to the number of Common Units held by such holders. Pursuant to the Fourth Amended and Restated Limited Liability Company Agreement of LD Holdings, holders of Common Units may, subject to certain exceptions, from time to time require LD Holdings to redeem all or a portion of their Common Units (together with an equal number of shares of Class C Common Stock) in exchange for, at the Issuer's election (determined solely by a majority of the Issuer's directors who are disinterested), newly issued shares of Class A Common Stock, par value $0.001 ("Class A Common Stock") of the Issuer on a one-for-one basis or a cash payment equal to an average market price of one share of Class A Common Stock for each Common Unit so redeemed. The transaction date is the date the Reporting Person elected to make the exchange described in footnotes 1 and 3, which exchange will occur effective as of September 1, 2025. The reporting person elected to cause Trilogy Mortgage Holdings, Inc. to exchange a portion of the Common Units held for the reporting person's benefit by such entity for an equal number of shares of Class A Common Stock. The shares of Class C Common Stock corresponding to the Common Units that were exchanged for Class A Common Stock were cancelled for no consideration. The reporting person has voting and investment power over the shares of Class C Common Stock held by Trilogy Mortgage Holdings, Inc., JLSA, LLC and Trilogy Management Investors Six, LLC. As trustee, Anthony Hsieh has voting and investment power over the assets of The JLSSAA Trust ("JLSSAA Trust"). Effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 20, 2024. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2.00 to $2.15. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, specific trade amounts and pricing within the ranges set forth in this footnote of this Form 4 at which the respective transactions were affected. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2.00 to $2.145. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, specific trade amounts and pricing within the ranges set forth in this footnote of this Form 4 at which the respective transactions were affected.
