SCHEDULE: loanDepot Founder Sells 2M Shares; Owns 46.6%

Anthony Hsieh disclosed sale of 2,000,000 loanDepot Class A shares under a Rule 10b5-1 plan after converting an equal number from Class C, and now reports 46.63% beneficial ownership.

Summary

• Anthony Hsieh reported beneficial ownership of 110,138,762 shares of loanDepot Class A Common Stock, representing 46.63% of the class (as calculated under SEC rules).
• Sole voting and dispositive power: 143,677 shares; shared voting and dispositive power: 109,995,085 shares.
• Hsieh converted 2,000,000 shares of Class C Common Stock into 2,000,000 Class A shares on 2025-10-20; the corresponding Class C shares were cancelled for no consideration.
• Subsequently sold 2,000,000 Class A shares via a Rule 10b5-1 plan dated 2024-11-20 across three days: 700,000 shares on 2025-11-12 at a $2.8747 weighted average; 1,121,499 shares on 2025-11-14 at $2.4988; and 178,501 shares on 2025-11-17 at $2.5046.
• Sales were executed in multiple transactions within stated price ranges: $2.785–$3.035 (Nov 12), $2.435–$2.610 (Nov 14), and $2.475–$2.540 (Nov 17).
• Unvested awards reported: 73,819 RSUs and 1,500,000 PSUs.
• Ownership percentages are based on 126,394,171 Class A shares outstanding as of 2025-11-05, as referenced from the issuer’s 2025-11-07 Form 10-Q.

Sentiment

Score: 4

Explanation: Net-negative due to the sale of 2,000,000 shares by the founder, partially offset by the transparency of a 10b5-1 plan and continued significant ownership indicating ongoing alignment.

Positives

• Clear disclosure of current beneficial ownership: 110,138,762 shares (46.63%).
• Structured, pre-arranged selling via a Rule 10b5-1 plan dated 2024-11-20 reduces informational asymmetry concerns around insider trades.
• Conversion of 2,000,000 Class C shares to Class A on 2025-10-20 modestly simplifies the capital structure and increases Class A float.
• Retention of significant aligned interest by the founder, with shared voting/dispositive power over 109,995,085 shares.

Negatives

• Insider selling of 2,000,000 Class A shares between 2025-11-12 and 2025-11-17 at weighted average prices of $2.8747, $2.4988, and $2.5046, which can be perceived as a bearish signal.
• Continued high concentration of voting power (shared voting power over 109,995,085 shares) may limit governance influence by public shareholders.

Future Outlook

No guidance or forward-looking statements provided; disclosure is limited to beneficial ownership, conversions, and stock sales under a Rule 10b5-1 plan.

Industry Context

Founder-level insider selling and incremental increases in public float are common across mortgage originators following periods of strategic repositioning. Compared with peers like Rocket Companies and UWM, founder control at loanDepot remains significant, which can influence governance and strategic flexibility but also concentrates decision-making.

Comparison to Industry Standards

• Founder control: At 46.63% beneficial ownership, founder influence remains high though below founder control levels at Rocket Companies (Dan Gilbert) and UWM (Mat Ishbia), where control stakes exceed simple majorities.
• Insider selling via 10b5-1: Prearranged plan-based sales align with best-practice governance norms and are common among large insiders at mortgage peers to manage liquidity and diversification.
• Share class simplification: Conversion of 2,000,000 Class C to Class A is consistent with gradual float increases seen post-IPO in multi-class structures, though the overall dual/multi-class structure persists.

Related Party Transactions

• On 2025-10-20, Trilogy Mortgage Holdings, Inc. (for the reporting person’s benefit) exchanged 2,000,000 LD Holdings Common Units (and corresponding Class C) for 2,000,000 Class A shares; Class C shares were cancelled for no consideration.

Stakeholder Impact

• Public float increased by 2,000,000 Class A shares due to the October 20 conversion, and these shares were sold into the market on November 12–17, potentially adding short-term supply pressure.
• Founder retains substantial influence with 46.63% beneficial ownership and shared voting/dispositive power over 109,995,085 shares, which may limit public shareholder influence.
• Use of a Rule 10b5-1 plan provides trading transparency for investors and reduces informational asymmetry concerns.

Next Steps

• Under LD Holdings LLC’s agreement, Common Unit holders (including affiliates of the reporting person) may from time to time require redemptions/exchanges for Class A shares or cash at the issuer’s election.

Key Dates

Recommendation

Insider selling by the founder is a modest negative signal, but the trades were executed under a 10b5-1 plan and he maintains a substantial 46.63% beneficial stake. Without new operating or financial information, a neutral stance is appropriate while monitoring future insider activity and any further conversions or sales.

Keywords

loanDepot, Schedule 13D/A, Anthony Hsieh, insider ownership, insider selling, Rule 10b5-1 plan, Class A Common Stock, Class C Common Stock, beneficial ownership, LD Holdings Group LLC, Trilogy Mortgage Holdings, Inc., CUSIP 53946R106, mortgage lending