Form 4: loanDepot CEO Converts Equity to Class A Shares

loanDepot's Executive Chair and CEO, Anthony Li Hsieh, converted 1.3 million Class C Common Stock and Common Units into Class A Common Stock, effective January 1, 2026.

Summary

• Anthony Li Hsieh, Executive Chair, CEO & President, and 10% Owner of loanDepot, Inc., reported a change in beneficial ownership.
• The transaction involved the disposition of 1,300,000 shares of Class C Common Stock and 1,300,000 Common Units.
• Concurrently, 1,300,000 shares of Class A Common Stock were acquired.
• This exchange was made pursuant to a Rule 10b5-1 plan.
• The transaction date was December 21, 2025, with the exchange becoming effective on January 1, 2026.
• The Class C Common Stock corresponding to the Common Units exchanged for Class A Common Stock was cancelled for no consideration.
• The exchange was a one-for-one conversion of Common Units (and corresponding Class C shares) into Class A Common Stock.
• Following the transaction, Anthony Li Hsieh's indirect beneficial ownership through Trilogy Mortgage Holdings, Inc. of Class C Common Stock is 24,945,633 shares.
• His indirect beneficial ownership through JLSSAA Trust of Class A Common Stock is 1,300,000 shares, and Class C Common Stock is 3,114,521 shares.
• Indirect beneficial ownership through JLSA, LLC of Class C Common Stock is 4,310,497 shares.
• Indirect beneficial ownership through Trilogy Management Investors Six, LLC of Class C Common Stock is 66,404,880 shares.

Sentiment

Score: 6

Explanation: The transaction is an internal equity conversion by the CEO, increasing his direct ownership in the publicly traded Class A shares. This is generally viewed as a positive signal of management's confidence in the company's future, though it's not a market purchase.

Positives

• Increased direct ownership of Class A Common Stock by the Executive Chair and CEO, Anthony Li Hsieh, signaling confidence in the company's future.
• The transaction was made pursuant to a Rule 10b5-1 plan, indicating a pre-planned and orderly conversion of equity.

Future Outlook

NA

Management Comments

• The reporting person elected to cause Trilogy Mortgage Holdings, Inc. to exchange a portion of the Common Units held for the reporting person's benefit by such entity for an equal number of shares of Class A Common Stock.

Industry Context

This type of equity conversion is a standard mechanism for founders and insiders in companies that went public via an 'Up-C' structure, common in various industries including financial services. It allows for the conversion of indirect equity interests (Common Units in an operating company plus corresponding Class C shares in the public entity) into direct equity (Class A shares in the public company).

Comparison to Industry Standards

• This type of equity conversion (Common Units + Class C to Class A) is a standard mechanism for founders and early investors in companies that went public via an "Up-C" structure, similar to those seen in private equity-backed or founder-led companies.
• Companies like Blackstone (BX) or KKR (KKR) have utilized similar structures where partnership units convert to publicly traded shares.
• The one-for-one exchange ratio for such conversions is typical and aligns with industry practices for these types of equity structures.

Corporate Governance

Related Party Transactions

• The transaction involves entities (Trilogy Mortgage Holdings, Inc., JLSSAA Trust) over which the reporting person, Anthony Li Hsieh, has voting and investment power, making it an internal restructuring of his beneficial ownership rather than an arm's-length transaction.

Stakeholder Impact

• Shareholders: The conversion increases the CEO's direct ownership of Class A shares, potentially signaling increased alignment with public shareholders and long-term commitment.
• Management: The CEO's direct stake in the publicly traded entity is enhanced, consolidating his economic and voting interests.

Next Steps

• The exchange of Common Units and Class C Common Stock for Class A Common Stock will become effective on January 1, 2026.

Key Dates

Keywords

loanDepot, LDI, Anthony Li Hsieh, Insider Transaction, Form 4, Class A Common Stock, Class C Common Stock, Common Units, Equity Conversion, CEO, Executive Chair, 10b5-1 Plan