loanDepot Insider Filing — 2M Performance Units, 146K RSUs to CDO

Rhea-AI Filing Summary

Dominick Edilio Marchetti, Chief Digital Officer of loanDepot, Inc. (LDI), received equity awards on 09/15/2025. The filing shows 2,000,000 performance share units that convert one-for-one into Class A common stock if specified LDI stock price targets are met, and 146,370 restricted stock units (RSUs) that vest ratably on 09/15/2026, 09/15/2027 and 09/15/2028. Both awards are reported as acquired (A) with an effective grant price of $0, and the reporting person beneficially owns 2,146,370 underlying Class A shares following these transactions. The RSUs may be settled in shares or, at the Compensation Committee’s option, cash. The performance units only vest upon achieving specified per-share price thresholds.

Positive

• Large performance award of 2,000,000 PSUs ties executive compensation to specified stock-price targets
• RSUs vest ratably over three years (09/15/2026, 09/15/2027, 09/15/2028), supporting retention
• RSUs may be settled in shares or cash, providing settlement flexibility disclosed in the filing
• Post-transaction beneficial ownership of 2,146,370 shares is clearly reported

Negative

• None.

Insights

Compensation Analyst

TL;DR: Substantial long-term equity grants emphasizing performance-based vesting align executive pay with share-price targets.

The award package comprises 2,000,000 performance share units and 146,370 RSUs, both recorded 09/15/2025. The performance share units vest only if LDI reaches specified share-price milestones, establishing a direct link between pay and stock performance. The RSUs vest ratably over three years, providing time-based retention. Both awards show a grant price of $0, reflecting typical stock-settlement awards rather than market purchases. For shareholders, the key elements are the magnitude of the performance award and the multi-year vesting horizon, which are intended to incentivize long-term value creation.

Corporate Governance Expert

TL;DR: Filing documents routine executive equity grants with performance and time-based components; material but not unusual.

The Form 4 discloses that Marchetti, as Chief Digital Officer and an officer of LDI, received both performance-contingent and time-based restricted units on 09/15/2025. The conversion terms are explicit: each performance unit represents one share if price targets are met, and each RSU converts to one share or cash at the Compensation Committee’s option. The disclosure includes the post-transaction beneficial ownership total of 2,146,370 Class A shares. From a governance perspective, the filing provides the necessary detail on grant mechanics and vesting schedule; it does not indicate amendments, derivative exercises, or sales.

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
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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^*

Marchetti Dominick Edilio

(Last) (First) (Middle)

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 Digital Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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

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
Performance Share Units	(1)	09/15/2025		A		2,000,000		(1)	09/15/2028	Class A Common Stock	2,000,000	$0	2,000,000	D
Restricted Stock Units	(2)	09/15/2025		A		146,370		(2)	(2)	Class A Common Stock	146,370	$0	146,370	D

Explanation of Responses:

1. Each performance restricted stock unit represents a contingent right to receive one share of LDI Class A Common Stock. The performance rights vest upon LDI's Class A Common Stock achieving specified prices per share.

2. 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 September 15, 2026, September 15, 2027, and September 15, 2028.

Remarks:

	/s/ Greg L. Smith, as Attorney-in-Fact for Dominick Edilio Marchetti	09/16/2025
	** 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.

FAQ

What equity awards did Dominick Marchetti receive according to the LDI Form 4?

The Form 4 reports 2,000,000 performance share units and 146,370 restricted stock units (RSUs) granted on 09/15/2025.

When do the RSUs granted to Marchetti vest?

The RSUs are scheduled to vest ratably on 09/15/2026, 09/15/2027 and 09/15/2028.

What conditions apply to the 2,000,000 performance share units?

Each performance restricted stock unit converts to one share of LDI Class A common stock only if specified Class A share price targets are achieved.

How many shares does Marchetti beneficially own after these transactions?

Following the reported transactions, the filing shows beneficial ownership of 2,146,370 Class A common shares.

Were these awards reported as purchased at a price?

The filing lists an effective grant price of $0 for these awards, indicating equity awards rather than market purchases.