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66M loanDepot (LDI) insider shares shift from Class C to B

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

Rhea-AI Filing Summary

loanDepot, Inc. insider Anthony Hsieh reported a large automatic share-class conversion. On February 11, 2026, multiple indirect holdings of Class C common stock converted on a one-for-one basis into Class B common stock at a stated price of $0 per share.

The filing shows 66,404,880 shares converting through Trilogy Management Investors Six, LLC, 24,945,633 through Trilogy Mortgage Holdings, Inc., 4,310,497 through JLSA, LLC, and 3,114,521 through the JLSSAA Trust. Hsieh has voting and investment power over these entities and the trust.

Footnotes explain that Class C shares were originally issued in connection with LD Holdings Group LLC Common Units and, under loanDepot’s charter, automatically converted into Class B shares on that date. Common Unit holders can later request redemptions for Class A shares or cash, at the company’s election.

Positive

  • None.

Negative

  • None.
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*
Hsieh Anthony Li

(Last) (First) (Middle)
C/O LOANDEPOT, INC.
6561 IRVINE CENTER DR.

(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Executive Chair, CEO & Pres.
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 66,404,880 D $0 0 I By Trilogy Management Investors Six, LLC(2)
Class B Common Stock(1) 02/11/2026 C 66,404,880 A $0 66,404,880 I By Trilogy Management Investors Six, LLC(2)
Class C Common Stock(1) 02/11/2026 C 3,114,521 D $0 0 I By JLSSAA Trust(3)
Class B Common Stock(1) 02/11/2026 C 3,114,521 A $0 3,114,521 I By JLSSAA Trust(3)
Class C Common Stock(1) 02/11/2026 C 24,945,633 D $0 0 I By Trilogy Mortgage Holdings, Inc.(2)
Class B Common Stock(1) 02/11/2026 C 24,945,633 A $0 24,945,633 I By Trilogy Mortgage Holdings, Inc.(2)
Class C Common Stock(1) 02/11/2026 C 4,310,497 D $0 0 I By JLSA, LLC(2)
Class B Common Stock(1) 02/11/2026 C 4,310,497 A $0 4,310,497 I By JLSA, 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 66,404,880 66,404,880 I By Trilogy Management Investors Six, LLC(2)
Common Units(1) (4) (4) (4) Class A Common Stock 3,114,521 3,114,521 I By JLSSAA Trust(3)
Common Units(1) (4) (4) (4) Class A Common Stock 24,945,633 24,945,633 I Trilogy Mortgage Holdings, Inc.(2)
Common Units(1) (4) (4) (4) Class A Common Stock 4,310,497 4,310,497 I By JLSA, LLC(2)
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 4.
2. The reporting person has voting and investment power over the shares of Class B Common Stock held by Trilogy Mortgage Holdings, Inc., JLSA, LLC and Trilogy Management Investors Six, LLC.
3. As trustee, Anthony Hsieh has voting and investment power over the assets of The JLSSAA Trust ("JLSSAA Trust").
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 Anthony Li Hsieh 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.

FAQ

What insider transaction did Anthony Hsieh report for loanDepot (LDI)?

Anthony Hsieh reported an automatic conversion of multiple blocks of Class C common stock into Class B common stock on February 11, 2026, at a stated price of $0 per share, reflecting a share-class change rather than an open-market purchase or sale.

How many loanDepot shares were affected by the February 11, 2026 conversion?

The filing shows 66,404,880 Class C shares converting via Trilogy Management Investors Six, LLC, 24,945,633 via Trilogy Mortgage Holdings, Inc., 4,310,497 via JLSA, LLC, and 3,114,521 via the JLSSAA Trust, all moving into the same number of Class B shares.

Was any cash paid in the reported loanDepot (LDI) insider transactions?

No cash consideration was reported. Each conversion of Class C common stock into Class B common stock occurred at a stated price of $0 per share, indicating a structural share-class change rather than a cash purchase or sale in the market.

What role do Trilogy entities and the JLSSAA Trust play in Hsieh’s loanDepot holdings?

The converted shares are held indirectly through Trilogy Management Investors Six, LLC, Trilogy Mortgage Holdings, Inc., JLSA, LLC, and the JLSSAA Trust. The filing states Anthony Hsieh has voting and investment power over these entities and, as trustee, over the JLSSAA Trust’s assets.

How are loanDepot Class B shares linked to LD Holdings Common Units?

Footnotes explain that LD Holdings Group LLC Common Units are paired with equal numbers of loanDepot Class B shares. Holders can request LD Holdings to redeem units and corresponding Class B shares for Class A common stock on a one-for-one basis or for cash, at loanDepot’s election.

Why did loanDepot Class C shares convert into Class B shares on February 11, 2026?

According to the Amended and Restated Certificate of Incorporation, each outstanding Class C share automatically converted into one Class B share on February 11, 2026, without further action by loanDepot or Anthony Hsieh, as part of the company’s post-IPO capital structure design.
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