Form 4: PCP Managers convert 3.39M units to Class A at loanDepot (LDI)

Rhea-AI Filing Summary

loanDepot, Inc. (LDI) reporting persons from Parthenon Capital filed a Form 4 disclosing reorganization exchanges tied to the issuer's IPO. On 09/22/2025 reporting persons elected to exchange 3,388,886 LD Holdings Common Units/Class C shares for an equal number of Class A Common Stock shares, effective October 1, 2025. The Class C shares corresponding to the exchanged units were cancelled for no consideration. Following the reported transactions, the reporting entities beneficially own 6,382,763 shares of Class A Common Stock. Reporting persons include PCP Managers GP, LLC, PCP Managers, L.P., Brian P. Golson and Andrew C. Dodson; Golson and Dodson serve as directors.

Positive

• Clear disclosure of the number of Common Units exchanged: 3,388,886
• Resulting Class A beneficial ownership is quantified at 6,382,763 shares
• Effective date of exchange explicitly stated as October 1, 2025

Negative

• Class C shares cancelled for no consideration for the exchanged units
• Reporting persons disclaim beneficial ownership except for pecuniary interests, limiting clarity on control attribution

Insights

Financial Analyst

TL;DR: Reporting persons converted 3,388,886 units into Class A shares, raising Class A beneficial ownership to 6,382,763 shares.

The filing documents a structural conversion tied to the issuer's IPO where holders of LD Holdings Common Units exchanged units and associated Class C shares for Class A Common Stock on a one-for-one basis. The exchange date was elected 09/22/2025 and will be effective 10/01/2025. The Class C shares tied to the exchanged units were cancelled for no consideration. The filing quantifies the exact number of units exchanged and the resulting Class A beneficial ownership, providing clear ownership metrics for modeling potential vote and share counts.

Corporate Governance Expert

TL;DR: Governance change via conversion of units to Class A shares; two reporting persons are directors with disclosed pecuniary disclaimers.

The Form 4 clarifies relationships: PCP Managers GP, LLC is general partner of PCP Managers, L.P., an affiliate of Parthenon Capital, and Messrs. Golson and Dodson serve as directors. The filing includes standard disclaimers that reporting persons disclaim beneficial ownership except for pecuniary interests. It also documents cancellation of Class C Common Stock issued in the reorganization for no consideration when exchanged for Class A shares, a legal and record-level detail relevant to cap table reconciliation.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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)
09/22/2025

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 C Common Stock(1)	09/22/2025(2)		J(3)		3,388,886	D	$0	0	I	By PCP Managers, L.P.(4)(5)
Class A Common Stock	09/22/2025(2)		C(3)		3,388,886	A	$0	6,382,763	I	See Footnotes(4)(5)

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)	09/22/2025(2)		C(3)			3,388,886	(1)	(1)	Class A Common Stock	3,388,886	$0	0	I	By PCP Managers, L.P.(4)(5)

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^*

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^*

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^*

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. 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.

2. The transaction date is the date the reporting persons elected to make the exchange described in footnotes 1 and 3, which exchange will occur effective as of October 1, 2025.

3. PCP Managers, L.P. elected to exchange the Common Units held by it 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.

4. PCP Managers GP, LLC is the general partner of PCP Managers, L.P., a registered investment adviser under the Investment Advisers Act of 1940, as amended, and an affiliate of Parthenon Capital Partners ("Parthenon Capital"). Messrs. Golson and Dodson serve as directors of the issuer. Mr. Golson is the Co-CEO and Managing Partner at Parthenon Capital and Mr. Dodson is a Managing Partner at Parthenon Capital.

5. PCP Managers GP, LLC and certain of the reporting persons and their affiliates may be deemed to beneficially own the securities owned of record by PCP Managers, L.P. Each of the reporting persons and their affiliates 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.

Remarks:

	/s/ Greg Smith, as Attorney-in-Fact for Joseph Taveira, Chief Financial Officer of PCP Managers GP, LLC and PCP Managers, L.P.	09/23/2025
	/s/ Greg Smith, as Attorney-in-Fact for Brian P. Golson	09/23/2025
	/s/ Greg Smith, as Attorney-in-Fact for Andrew C. Dodson	09/23/2025
	** Signature of Reporting Person	Date
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FAQ

What transaction did the Form 4 for LDI report?

The filing reports that reporting persons elected on 09/22/2025 to exchange 3,388,886 LD Holdings Common Units/Class C shares for an equal number of Class A Common Stock shares, effective 10/01/2025.

How many Class A shares does the reporting group beneficially own after the transaction?

Following the reported transactions the reporting persons beneficially own 6,382,763 shares of Class A Common Stock.

Who are the reporting persons listed on the Form 4?

The reporting persons include PCP Managers GP, LLC, PCP Managers, L.P., and individuals Brian P. Golson and Andrew C. Dodson; Golson and Dodson are directors of the issuer.

Were any shares cancelled as part of the exchange?

Yes. The Class C Common Stock corresponding to the Common Units exchanged was cancelled for no consideration.

When was the Form 4 signed and filed?

The filing includes signatures dated 09/23/2025 by an attorney-in-fact on behalf of the reporting persons.