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LDI Insider Report: PCP Managers Receives 49,212 RSUs With Staggered Vesting

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

Rhea-AI Filing Summary

PCP Managers GP, LLC and affiliated reporting persons reported receipt of 49,212 restricted stock units (RSUs) of loanDepot, Inc. (LDI) on 08/29/2025. The RSUs convert to one share of Class A common stock at settlement or cash at the Compensation Committee's option. After the transaction, the filing shows 4,316,143 shares beneficially owned indirectly and 147,638 shares underlying RSUs beneficially owned indirectly. The RSUs are scheduled to vest ratably on November 28, 2025, February 27, 2026, and May 29, 2026. The filing discloses that the directors holding the RSUs do so for the benefit of PCP Managers, L.P., and that the Reporting Persons disclaim beneficial ownership except for pecuniary interests. The Form 4 was signed by an attorney-in-fact on behalf of the reporting persons.

Positive

  • 49,212 RSUs granted on 08/29/2025 with clear vesting schedule (Nov 28, 2025; Feb 27, 2026; May 29, 2026)
  • Disclosure of indirect ownership showing 4,316,143 shares beneficially owned following the transaction and 147,638 shares underlying RSUs
  • Filing includes explicit assignment and disclaimer language clarifying that directors hold RSUs for the benefit of PCP Managers, L.P.

Negative

  • None.

Insights

TL;DR: Insider award of 49,212 RSUs is a routine compensation event with scheduled vesting and limited immediate dilution.

The grant of 49,212 RSUs on 08/29/2025 increases the reported indirect economic interest but does not reflect an open-market purchase or sale. RSUs convert to Class A shares or cash at settlement and vest over three dates in late 2025 and mid-2026, which phases potential equity transfer into the market. The filing shows 4,316,143 shares beneficially owned following the transaction and 147,638 shares represented by outstanding RSUs, indicating significant existing indirect holdings by PCP-affiliated entities. This is a disclosure of compensation-related equity rather than a market liquidity event.

TL;DR: Governance disclosure clarifies holding relationships and disclaimers but raises no governance red flags from available text.

The Form 4 explains that directors Golson and Dodson hold RSUs for the benefit of PCP Managers, L.P., and that the general partner and affiliates are involved, with explicit disclaimers of beneficial ownership except for pecuniary interest. The filing includes an Assignment and Acknowledgement framework and signatures by an attorney-in-fact, meeting procedural disclosure standards. No departures from standard Section 16 reporting practices are evident in the content provided.

Insider PCP MANAGERS GP, LLC, Golson Brian P., Dodson Andrew C, PCP MANAGERS, L.P.
Role Director, 10% Owner | Director | Director | Director, 10% Owner
Type Security Shares Price Value
Exercise Restricted Stock Units 49,212 $0.00 --
Grant/Award Class A Common Stock 49,212 $0.00 --
Holdings After Transaction: Restricted Stock Units — 147,638 shares (Indirect, See Footnotes); Class A Common Stock — 4,316,143 shares (Indirect, See Footnotes)
Footnotes (1)
  1. Each restricted stock unit ("RSU") represents a contingent right to receive, at settlement, one share of Class A Common Stock or, at the option of the Compensation Committee, the cash value of one share of Class A Common Stock. The RSUs are scheduled to vest ratably on November 28, 2025, February 27, 2026, and May 29, 2026. Each of the Reporting Persons expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4. Pursuant to Assignment and Acknowledgement Agreements, dated as of May 6, 2021, Messrs. Golson and Dodson (the "Directors") serve as directors of loanDepot, Inc. (the "Issuer") and hold the RSUs for the benefit of PCP Managers, L.P. The Directors disclaim all right, title and interest in the RSUs. PCP Managers GP, LLC is the general partner of PCP Managers, L.P, an affiliate of Parthenon Capital Partners ("Parthenon Capital"). Mr. Golson is the Co-CEO and Managing Partner at Parthenon Capital and Mr. Dodson is a Managing Partner at Parthenon Capital. PCP Managers GP, LLC and certain of the Reporting Persons' affiliates may be deemed to be a director by deputization of the Issuer.
Form 4 Insider Transactions: What Each Field Means →
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*
PCP MANAGERS GP, LLC
(Last) (First) (Middle)
FOUR EMBARCADERO CENTER
SUITE 3610
(Street)
SAN FRANCISCO CA 94111
(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 A Common Stock 08/29/2025 A 49,212 A (1) 4,316,143 I See Footnotes(2)(3)
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
Restricted Stock Units (1) 08/29/2025 M 49,212 (1) (1) Class A Common Stock 49,212 $0 147,638 I See Footnotes(2)(3)
1. Name and Address of Reporting Person*
PCP MANAGERS GP, LLC
(Last) (First) (Middle)
FOUR EMBARCADERO CENTER
SUITE 3610
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Golson Brian P.
(Last) (First) (Middle)
FOUR EMBARCADERO CENTER
SUITE 3610
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Dodson Andrew C
(Last) (First) (Middle)
FOUR EMBARCADERO CENTER
SUITE 3610
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PCP MANAGERS, L.P.
(Last) (First) (Middle)
FOUR EMBARCADERO CENTER
SUITE 3610
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Each restricted stock unit ("RSU") represents a contingent right to receive, at settlement, one share of Class A Common Stock or, at the option of the Compensation Committee, the cash value of one share of Class A Common Stock. The RSUs are scheduled to vest ratably on November 28, 2025, February 27, 2026, and May 29, 2026.
2. Each of the Reporting Persons expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.
3. Pursuant to Assignment and Acknowledgement Agreements, dated as of May 6, 2021, Messrs. Golson and Dodson (the "Directors") serve as directors of loanDepot, Inc. (the "Issuer") and hold the RSUs for the benefit of PCP Managers, L.P. The Directors disclaim all right, title and interest in the RSUs. PCP Managers GP, LLC is the general partner of PCP Managers, L.P, an affiliate of Parthenon Capital Partners ("Parthenon Capital"). Mr. Golson is the Co-CEO and Managing Partner at Parthenon Capital and Mr. Dodson is a Managing Partner at Parthenon Capital. PCP Managers GP, LLC and certain of the Reporting Persons' affiliates may be deemed to be a director by deputization of the Issuer.
Remarks:
/s/ Greg Smith, as Attorney-in-Fact for Andrew C. Dodson 09/02/2025
/s/ Greg Smith, as Attorney-in-Fact for Joseph Taveira, Chief Financial Officer of PCP Managers GP, LP and PCP Managers L.P. 09/02/2025
/s/ Greg Smith, as Attorney-in-Fact for Brian P. Golson 09/02/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many RSUs did PCP Managers GP, LLC report on Form 4 for LDI?

The filing reports 49,212 restricted stock units (RSUs) acquired on 08/29/2025.

What shares are reported as beneficially owned after the transaction for LDI?

The Form 4 shows 4,316,143 shares beneficially owned indirectly and 147,638 shares underlying RSUs beneficially owned indirectly following the reported transactions.

When do the RSUs vest according to the Form 4 for LDI?

The RSUs vest ratably on November 28, 2025, February 27, 2026, and May 29, 2026.

Do the RSUs convert to shares or cash for LDI?

Each RSU represents a contingent right to receive one share of Class A common stock or, at the Compensation Committee's option, the cash value of one share.

Who filed the Form 4 for the reported LDI transactions?

The filing lists PCP Managers GP, LLC; PCP Managers, L.P.; Brian P. Golson; Andrew C. Dodson and includes signatures by Greg Smith as attorney-in-fact on 09/02/2025.