LDI Form 4: 1.3M Common Units exchanged for Class A shares by CEO
Rhea-AI Filing Summary
Anthony Li Hsieh, Executive Chair and CEO of loanDepot, Inc. (LDI), reported related-party exchanges converting Class C Common Stock/Common Units into Class A Common Stock. The report shows an election to exchange 1,300,000 Common Units (and corresponding Class C shares) for 1,300,000 newly issued Class A shares, with the exchange effective on 10/01/2025. Following the transactions, the reporting person and affiliated entities hold 30,545,633 Class C shares indirectly through Trilogy Mortgage Holdings and combined indirect holdings of 74,830,898 Class A shares and common units across affiliated entities and trusts. The transactions were non-cash exchanges executed under LD Holdings’ unit exchange provisions.
Positive
- None.
Negative
- None.
Insights
TL;DR: Insider converted common units into Class A shares via intra-group exchanges; material to cap structure but not a cash liquidity event.
The filing documents related-party reorganizational exchanges where the reporting person caused Trilogy Mortgage Holdings and affiliated entities to convert Common Units/Class C shares into Class A Common Stock on a one-for-one basis. This increases the count of publicly tradable Class A shares tied to the reporting person’s economic group while cancelling corresponding Class C shares for no consideration. For investors, the action alters share-class composition and increases indirect beneficial ownership in Class A shares, but it does not represent a sale for cash or immediate market disposition. Impact on voting power and float should be analyzed in conjunction with the issuer’s capital structure provisions governing conversions.
TL;DR: Transaction follows contractual redemption/exchange provisions; governance and dilution implications are procedural rather than disruptive.
The disclosures reference LD Holdings’ LLC agreement mechanisms allowing holders to require redemption of Common Units in exchange for Class A shares or cash. The reported exchanges were effectuated under those contractual rights and resulted in cancellation of corresponding Class C shares when converted. This is a governance-driven reclassification of ownership interests among affiliated entities and a trust for which the reporting person is trustee. It is important to confirm whether any director independence or related-party approval thresholds were observed, but the filing itself records an allowed, non-dispositive corporate mechanism rather than an ad hoc transfer to the public markets.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Common Units | 1,300,000 | $0.00 | -- |
| Other | Class C Common Stock | 1,300,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 1,300,000 | $0.00 | -- |
| 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 October 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").
