Form 4: DerGurahian Jeffrey Michael reports acquisition/exercise transactions in LDI

Rhea-AI Filing Summary

DerGurahian Jeffrey Michael reported acquisition or exercise transactions in a Form 4 filing for LDI. The filing lists transactions totaling 3,196,780 shares. Following the reported transactions, holdings were 1,598,390 shares.

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

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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^*

DerGurahian Jeffrey Michael

(Last) (First) (Middle)

C/O LOANDEPOT, INC.

6561 IRVINE CENTER DRIVE

(Street)

IRVINE CA 92618

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Investment Officer

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)

X	Form filed by One Reporting Person
	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 C Common Stock(1)	02/11/2026		C		1,598,390	D	$0	0	I	Trilogy Management Investors Seven, LLC(2)(3)
Class B Common Stock(1)	02/11/2026		C		1,598,390	A	$0	1,598,390	I	Trilogy Management Investors Seven, LLC(2)

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
Common Units(1)	(4)							(4)	(4)	Class A Common Stock	1,598,390		1,598,390	I	Trilogy Management Investors Seven, LLC(2)(3)

Explanation of Responses:

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 Issuer's Amended and Restated Certificate of Incorporation, dated February 11, 2021, each outstanding share of Class C Common Stock, automatically and without further action on the part of the Issuer or the Reporting Person, converted into one fully paid and non-assessable share of Class B Common Stock, par value $0.001 ("Class B Common Stock"), on February 11, 2026. Shares of Class B Common Stock may be converted, together with the corresponding Common Units, for shares of the Issuer's Class A Common Stock, par value $0.001 ("Class A Common Stock") as described in footnote 2.

2. The Reporting Person has an indirect interest in a portion of the securities of the Class B Common Stock and the Common Units held by Trilogy Management Investors Seven, LLC ("Trilogy Seven"). The Reporting Person is disclosing only his indirect interest in these securities and disclaims beneficial ownership of all other securities held by Trilogy Seven.

3. The reported shares of Class C Common Stock were previously reported by Trilogy Seven through its manager, Anthony Hsieh. In a Form 4 filed on July 25, 2024, Anthony Hsieh changed his reporting methodology. In addition, the Reporting Person previously reported all of the Common Units held by Trilogy Seven. The Reporting Person is now only reporting his interests in Trilogy Seven. Further, the reported shares and units were previously incorrectly reported as having been indirectly owned by the reporting person through Trilogy Management Investors Six, LLC instead of through Trilogy Seven.

4. 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 B 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 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.

Remarks:

	/s/ Greg Smith, as Attorney-in-Fact for Jeffrey Michael DerGurahian	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.
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FAQ

What insider transaction did LDI’s Chief Investment Officer report?

The Chief Investment Officer reported an automatic conversion of 1,598,390 Class C common shares into 1,598,390 Class B common shares at $0 per share. The holdings are indirect, through Trilogy Management Investors Seven, LLC, reflecting a class change rather than a market trade.

How many LDI Class B shares does the insider indirectly hold after this Form 4?

After the transaction, the insider is reported with 1,598,390 shares of Class B common stock indirectly owned through Trilogy Management Investors Seven, LLC. This mirrors the prior Class C position and is tied to corresponding LD Holdings common units on a one-for-one basis.

Was the LDI insider transaction a market buy or sell of shares?

No, the transaction was not a market buy or sell. It was an automatic conversion of 1,598,390 Class C common shares into an equal number of Class B shares at $0 per share, driven by loanDepot’s charter terms rather than an open-market trade.

What is Trilogy Management Investors Seven, LLC’s role in this LDI Form 4?

Trilogy Management Investors Seven, LLC holds the Class B shares and LD Holdings common units reported on the Form 4. The Chief Investment Officer reports only his indirect interest in these securities and expressly disclaims beneficial ownership of other securities held by Trilogy Seven.

How are LD Holdings common units related to LDI Class B and Class A stock?

Each LD Holdings common unit is paired with a corresponding LDI Class B share. Holders may require LD Holdings to redeem units, with the issuer electing either newly issued Class A shares one-for-one or a cash amount equal to the average market price per Class A share.

Why did LDI’s Class C shares convert into Class B shares on February 11, 2026?

Under loanDepot’s amended and restated certificate of incorporation, each outstanding Class C common share automatically converted into one fully paid, non-assessable Class B share on February 11, 2026. This automatic conversion required no additional action by the issuer or the reporting person.