Form 4: loanDepot: PCP Managers Convert Class D to Class A Stock
Insider Transaction Disclosure
PCP Managers GP, LLC and affiliated entities converted 97,026,671 shares of loanDepot Class D Common Stock into Class A Common Stock on February 11, 2026, as per a pre-existing agreement.
Summary
- PCP Managers GP, LLC and affiliated entities converted 97,026,671 shares of loanDepot, Inc. Class D Common Stock into Class A Common Stock.
- The conversion occurred automatically on February 11, 2026, as stipulated by the Issuer's Amended and Restated Certificate of Incorporation, dated February 11, 2021.
- Following the transaction, PCP Managers GP, LLC and its affiliates beneficially own 103,458,646 shares of Class A Common Stock indirectly.
- The reporting persons, including PCP Managers GP, LLC, PCP Managers, L.P., Brian P. Golson, and Andrew C. Dodson, are directors and/or 10% owners of loanDepot, Inc.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral event. A Form 4 detailing a pre-scheduled, automatic share class conversion is a routine corporate governance disclosure and does not inherently indicate positive or negative operational performance or strategic shifts for the company.
Future Outlook
NA
Industry Context
StockSavvy.ai notes that Form 4 filings are routine disclosures of insider transactions and do not typically provide broader industry insights. This specific filing details a pre-scheduled conversion of share classes, which is a corporate governance event rather than an operational or strategic one, and is unlikely to reflect broader industry trends.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Share Class Structure | Automatic conversion of 97,026,671 shares of Class D Common Stock to Class A Common Stock as per the Amended and Restated Certificate of Incorporation. | 02/11/2026 | Simplifies the capital structure by eliminating Class D shares, potentially increasing liquidity and transparency for the converted shares. |
Related Party Transactions
- The conversion of 97,026,671 shares of Class D Common Stock to Class A Common Stock involved entities managed or controlled by PCP Managers GP, LLC, including Parthenon Investors funds. These entities are considered related parties due to their significant ownership and representation on loanDepot's board of directors through individuals like Brian P. Golson and Andrew C. Dodson.
Stakeholder Impact
- Shareholders: The automatic conversion of Class D shares to Class A shares simplifies the company's capital structure, potentially improving transparency and liquidity for the converted shares.
Key Dates
| Date | Description |
|---|---|
| 02/11/2021 | Date of Issuer's Amended and Restated Certificate of Incorporation, which outlines the automatic conversion of Class D Common Stock. |
| 02/11/2026 | Transaction Date: Automatic conversion of 97,026,671 shares of Class D Common Stock into Class A Common Stock. |
| 02/13/2026 | Filing Date of the Form 4 statement. |
Recommendation
holdThe filing details a pre-scheduled, automatic conversion of Class D to Class A common stock by significant shareholders. This is a routine corporate governance event and does not provide new operational or financial performance data to warrant a change in investment stance. Investors should hold and await further operational updates.
Keywords
loanDepot, LDI, SEC Form 4, insider transaction, stock conversion, Class A Common Stock, Class D Common Stock, Parthenon Capital Partners, beneficial ownership
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