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loanDepot (NYSE: LDI) cancels CIO PSUs, grants three-year service-based RSUs

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

loanDepot, Inc. reported equity award changes for Chief Investment Officer Jeffrey Michael DerGurahian. On August 5, 2026, 157,232 performance share units were canceled and replaced with 157,232 restricted stock units that vest in three equal annual installments starting March 16, 2027. The compensation committee also approved an additional grant of 750,000 RSUs, expected to be granted on September 15, 2026, vesting in two equal annual installments.

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Insider DerGurahian Jeffrey Michael
Role Chief Investment Officer
Type Security Shares Price Value
Disposition Performance Share Units F1, F2 157,232 $0.00 $0.00
Grant/Award Restricted Stock Units F3, F2 157,232 $0.00 $0.00
Grant/Award Restricted Stock Units F4, F5 750,000 $0.00 $0.00
Holdings After Transaction: Performance Share Units — 0 shares (Direct); Restricted Stock Units — 907,232 shares (Direct)
Footnotes (5)
  1. F1. Each performance restricted stock unit ("PSU") represented a contingent right to receive one share of the issuer's Class A Common Stock. The PSUs were originally subject to vesting upon the issuer's Class A Common Stock achieving specified prices per share.
  2. F2. On August 5, 2026, the issuer's compensation committee amended the terms of the PSUs originally granted to the reporting person on March 16, 2026, to modify the PSU award to provide for ratable vesting over a three-year period, exclusively based on the reporting person's continuous services. For Form 4 reporting purposes, the amendment is reported as the cancellation of the original PSUs and the concurrent grant of replacement restricted stock units ("RSUs").
  3. F3. Each RSU represents a contingent right to receive, at settlement, one share of the issuer's Class A Common Stock. The RSUs vest in three equal annual increments commencing March 16, 2027, the first anniversary of the original PSU grant.
  4. F4. Each RSU represents a contingent right to receive, at settlement, one share of the issuer's Class A Common Stock. The RSUs vest in two equal annual increments on the first and second anniversaries of the grant date, which is expected to be September 15, 2026.
  5. F5. The transaction date is the date that the RSU terms were approved by the issuer's compensation committee. The RSUs are expected to be granted on September 15, 2026.
PSUs canceled 157232 units Performance share units canceled on 2026-08-05 and returned to issuer
Replacement RSUs granted 157232 units RSUs vest in three equal annual installments commencing March 16, 2027
Additional RSUs approved 750000 units RSUs expected to be granted on September 15, 2026, vesting over two years
Original PSU grant date March 16, 2026 Date of the PSU award that was amended and effectively replaced by RSUs
PSU expiration date 2029-03-16 Expiration date shown for the canceled performance share unit award
Performance Share Units financial
"Each performance restricted stock unit ("PSU") represented a contingent right to receive one share"
Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.
restricted stock units financial
"concurrent grant of replacement restricted stock units ("RSUs")"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
ratable vesting financial
"to modify the PSU award to provide for ratable vesting over a three-year period"
compensation committee financial
"On August 5, 2026, the issuer's compensation committee amended the terms of the PSUs"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What equity award modification did loanDepot (LDI) disclose for its CIO?
loanDepot changed its CIO’s equity mix by canceling 157,232 performance share units and granting 157,232 replacement restricted stock units. These RSUs now vest purely based on continued service in three equal annual installments starting March 16, 2027, instead of stock-price performance conditions.

How many PSUs were canceled and what replaced them for LDI’s CIO?
The company canceled 157,232 performance share units originally granted on March 16, 2026, and concurrently issued 157,232 replacement restricted stock units. Each RSU represents a right to one share of Class A Common Stock, vesting over three years based on continuous service.

What is the vesting schedule for the 157,232 replacement RSUs at LDI?
The 157,232 replacement RSUs for loanDepot’s CIO vest in three equal annual installments starting March 16, 2027. Vesting is described as ratable over a three-year period and is exclusively conditioned on the executive’s continuous service with the company during that time.

What additional RSU grant was approved for loanDepot (LDI)’s CIO?
loanDepot’s compensation committee approved an additional 750,000 restricted stock units for its CIO. These RSUs are expected to be granted on September 15, 2026, and will vest in two equal annual installments on the first and second anniversaries of that grant date.

Are the new RSUs for LDI’s CIO performance-based or service-based?
The replacement RSUs tied to the 157,232 units vest solely on continuous service, not stock-price targets. Footnotes state ratable vesting over three years based exclusively on service, while the additional 750,000 RSUs vest over two years after the expected grant date.

What role did loanDepot (LDI)’s compensation committee play in these awards?
loanDepot’s compensation committee amended the March 16, 2026 PSU award on August 5, 2026, converting it into service-based RSUs. The committee also approved the terms of the separate 750,000-unit RSU grant, with that grant expected to occur on September 15, 2026.
SEC Form 4
FORM 4UNITED 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*
DerGurahian Jeffrey Michael
(Last)(First)(Middle)
C/O LOANDEPOT, INC.
6561 IRVINE CENTER DRIVE
(Street)
IRVINE CALIFORNIA 92618
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
loanDepot, Inc. [ LDI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Investment Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/05/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Share Units(1)08/05/2026D(2)157,232 (1)03/16/2029Class A Common Stock157,232$0(2)0D
Restricted Stock Units(3)08/05/2026A(2)157,232 (3) (3)Class A Common Stock157,232$0157,232D
Restricted Stock Units(4)08/05/2026(5)A750,000 (4) (4)Class A Common Stock750,000$0750,000D
Explanation of Responses:
1. Each performance restricted stock unit ("PSU") represented a contingent right to receive one share of the issuer's Class A Common Stock. The PSUs were originally subject to vesting upon the issuer's Class A Common Stock achieving specified prices per share.
2. On August 5, 2026, the issuer's compensation committee amended the terms of the PSUs originally granted to the reporting person on March 16, 2026, to modify the PSU award to provide for ratable vesting over a three-year period, exclusively based on the reporting person's continuous services. For Form 4 reporting purposes, the amendment is reported as the cancellation of the original PSUs and the concurrent grant of replacement restricted stock units ("RSUs").
3. Each RSU represents a contingent right to receive, at settlement, one share of the issuer's Class A Common Stock. The RSUs vest in three equal annual increments commencing March 16, 2027, the first anniversary of the original PSU grant.
4. Each RSU represents a contingent right to receive, at settlement, one share of the issuer's Class A Common Stock. The RSUs vest in two equal annual increments on the first and second anniversaries of the grant date, which is expected to be September 15, 2026.
5. The transaction date is the date that the RSU terms were approved by the issuer's compensation committee. The RSUs are expected to be granted on September 15, 2026.
Remarks:
/s/ Greg Smith, as Attorney-in-Fact for Jeffrey Michael DerGurahian08/07/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR