UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 8-K

_____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (or date of earliest event reported): ~~November~~December 1419, 2025

_____________________

loanDepot, Inc.

(Exact Name of Registrant as Specified in its Charter)

_____________________

Delaware

001-40003

85-3948939

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

6561 Irvine Center Drive

Irvine, California 92618

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (888) 337-6888

_____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, $0.001 Par Value

LDI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01 Entry into a Material Definitive Agreement.

On ~~November~~December 1419, 2025, loanDepot.com, LLC (the “Company”), an indirect subsidiary of loanDepot, Inc., and the Company’s wholly-owned subsidiary loanDepot FAMSR Master Trust (the “Issuer”) entered into athe ~~participation~~Series ~~agreement~~2025-FT1 ~~pursuant~~Indenture toSupplement ~~which~~(the “Series 2025-FT1 Indenture Supplement”), by and among the ~~Company~~Issuer, Citibank, N.A., as ~~initial~~indenture ~~participant~~trustee, ~~was~~calculation ~~issued~~agent, apaying ~~participation~~agent ~~certificate~~and ~~representing~~securities ~~beneficial~~intermediary ~~interests~~ (in ~~excess~~all ~~spread~~such (capacities, the “~~Excess~~Indenture ~~Spread PC~~Trustee”), ~~relating~~the toCompany, ~~Fannie~~as ~~Mae~~servicer ~~mortgage~~(the ~~servicing~~“Servicer”) ~~rights~~and administrator (the “~~FNMA MSRs~~Administrator”), ~~owned~~Nomura byCorporate ~~the~~Funding ~~Company. The~~Americas, ~~Company~~LLC, ~~entered~~as ~~into~~administrative aagent ~~master~~(the ~~repurchase~~“Administrative ~~agreement~~Agent”), ~~with~~related ~~one~~to ofthe ~~its~~Base ~~wholly-owned subsidiaries~~Indenture, ~~loanDepot~~dated ~~FAMSR~~as ~~Master~~of ~~Trust~~November 14, 2025 (the “~~Issuer~~Base Indenture”), ~~pursuant~~as toamended ~~which~~by ~~the~~Amendment ~~Company~~No. ~~sold~~1, ~~all~~dated as of ~~its~~December ~~rights~~19, ~~title~~2025 ~~and~~(“Amendment ~~interest~~No. in1 to the ~~Excess~~Base ~~Spread~~Indenture”), PCby and ~~pledged~~among the ~~FNMA~~Issuer, ~~MSRs~~the toIndenture Trustee, the ~~Issuer~~Servicer, ~~which~~the inAdministrator, ~~turn~~and ~~entered~~the ~~into~~Administrative aAgent. Amendment ~~base~~No. ~~indenture~~1 (to the “Base Indenture”) toamends ~~finance~~ the ~~Excess~~definition ~~Spread~~of PC“Borrowing ~~and~~Base ~~the~~Deficiency” ~~FNMA~~among ~~MSRs~~other items. Pursuant to the ~~terms~~Series of2025-FT1 ~~the Base~~ Indenture Supplement, the Issuer ~~may,~~issued ~~from~~Series ~~time~~2025-FT1 toterm ~~time,~~notes ~~pursuant~~(the to“Notes”) in the ~~terms~~aggregate principal amount of ~~any~~$200 ~~supplemental~~million. The ~~indenture,~~Notes ~~issue~~are tomainly ~~institutional~~secured ~~investors~~by ~~variable~~a ~~funding~~participation ~~notes~~certificate orrepresenting ~~one~~a orparticipation ~~more~~interest ~~series~~in ofthe ~~term~~portfolio ~~notes,~~excess inspread ~~each~~relating ~~case~~to ~~secured~~Fannie Mae mortgage servicing rights owned by the Company. The Notes are priced at a ~~pledge~~variable ofrate ~~the~~based ~~Excess~~on ~~Spread~~SOFR PCplus a margin per annum and are expected to mature on December 19, 2030. The Notes will be paid on the ~~FNMA~~25th ~~MSRs~~day ~~(collectively~~of each calendar month, or, if such 25th day is not a business day, the ~~“FNMSR~~next ~~Facility”)~~business day.

InThe ~~connection~~Issuer ~~with~~sold the ~~FNMSR~~Notes ~~Facility, the Company has entered into~~ to: ~~(i)~~ the ~~Participation Agreement, dated as of November 14, 2025, between the Company, as company, and as the Company, as~~ initial ~~participant,~~purchaser asin ~~the~~an ~~same~~offering ~~may be amended, restated, supplemented or otherwise modified from time to time;~~ (~~ii)~~ the ~~Base Indenture, dated as of November 14, 2025, by and among the Issuer, Citibank, N.A., as indenture trustee (the~~ “~~Indenture Trustee~~Offering”), ~~calculation~~that ~~agent~~was ~~(the~~exempt ~~“Calculation~~from ~~Agent”), paying agent (~~the ~~“Paying~~registration ~~Agent”)~~requirements ~~and~~of ~~securities intermediary (~~the “Securities ~~Intermediary”),~~Act ~~the~~of ~~Company~~1933, as ~~servicer~~amended ~~and administrator, and Nomura Corporate Funding Americas, LLC~~ (~~“NCFA”), as administrative agent (in such capacity,~~ the “~~Administrative~~Securities ~~Agent~~Act”),. The asNotes ~~the~~were ~~same~~offered ~~may~~for beresale ~~amended, restated, supplemented or otherwise modified from time~~ to ~~time;~~purchasers ~~(iii)~~reasonably ~~the~~believed ~~Series 2025-VF1 Indenture Supplement, dated as of November 14, 2025,~~ by ~~and among~~ the ~~Issuer,~~initial ~~the~~purchaser Indenture Trustee, the Calculation Agent, the Paying Agent, the Securities Intermediary, the Company, as servicer and administrator, and the Administrative Agent, as the same may be amended, restated, supplemented or otherwise modified from time to ~~time; (iv) the Master Repurchase Agreement, dated as of November 14, 2025, by and between the Issuer, as buyer, and the Company, as seller, as the same may~~ be ~~amended,~~“qualified ~~restated,~~institutional ~~supplemented~~buyers” ~~or otherwise modified from time to time; and (v) the Series 2025-VF1 Master Repurchase Agreement, dated~~ as ofdefined ~~November~~in ~~14,~~Rule ~~2025,~~144A byunder ~~and between NCFA, as administrative agent and buyer, and~~ the ~~Company,~~Securities ~~as seller, as the same may be amended, restated, supplemented or otherwise modified from time to time~~Act.

~~Pursuant~~The toforegoing ~~the~~descriptions ~~terms~~do ofnot ~~the~~purport ~~Series~~to ~~2025-VF1~~be ~~Indenture~~complete ~~Supplement,~~and ~~the~~are ~~Series~~qualified ~~2025-VF1~~in ~~Notes~~their ~~(the~~entirety ~~“Series~~by ~~2025-VF1~~reference ~~Notes”)~~to ~~were issued in~~ the ~~name~~full oftext ~~NCFA and loanDepot sold all~~ of ~~its~~the ~~rights~~Base Indenture, ~~title~~Amendment ~~and~~No. ~~interest~~1 into the ~~Series~~Base ~~2025-VF1~~Indenture ~~Notes to,~~ and the Series 2025-~~VF1~~FT1 ~~Notes~~Indenture ~~are financed by~~Supplement, ~~NCFA~~copies ~~pursuant~~of towhich ~~the~~are ~~Series~~attached ~~2025-VF1~~hereto ~~Master~~as ~~Repurchase~~Exhibits ~~Agreement~~10. ~~The Series 2025-VF1 Notes have a maximum purchase price of $300 million~~1, ~~which~~10.1.1 ~~will~~and ~~be reduced to $150 million after the issuance of the initial series of term notes~~10. ~~The~~1.2, ~~2025-VF1~~respectively, ~~Notes are priced at a variable rate based on daily simple SOFR plus a margin per annum~~ and ~~are~~incorporated ~~expected~~herein toby ~~mature on May 29, 2026~~reference.

LD Holdings Group LLC delivered a Guaranty, dated as of November 14, 2025, in favor of NCFA, as further credit enhancement with respect to the Series 2025-VF1 Master Repurchase Agreement.

The foregoing descriptions of the FNMSR MSR Facility and other program documents do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the documents, copies of which are attached to hereto as Exhibits 10.1 through 10.1.5 and incorporated herein by reference.

Item 1.02 Termination of Material Definitive Agreement.

On November 14, 2025, in connection with the issuance of the Series 2025-VF1 Notes by the Issuer, the Company and loanDepot FA Agency MSR, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of the Company, as borrower, terminated a revolving line of credit provided by NCFA, as administrative agent and sole lender. The terminated facility provided for a revolving line of credit of up to $300 million available to the Company that was secured by certain of the Company’s mortgage servicing rights with respect to mortgage loans serviced for Fannie Mae pursuant to the Fannie Mae servicing contract and other collateral listed in the Credit Agreement, dated as of December 15, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"). The maturity date of the Credit Agreement was May 29, 2026.

The outstanding principal balance owed under the Credit Agreement on the termination date was $291,200,00 and such borrowings were transferred to the FNMSR Facility described in 1.01 above. The Company did not incur any termination penalties as a result of the termination of this facility.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

All information set forth in Item 1.01 of this Form 8-K is incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
10.1*#			Base Indenture, dated November 14, 2025, by and among loanDepot FAMSR Master Trust, as issuer, Citibank, N.A., as indenture trustee, calculation agent, paying agent and securities intermediary, Nomura Corporate Funding Americas, LLC, as administrative agent, and loanDepot.com, LLC, as servicer and administrator.
10.1#			Base Indenture, dated November 14, 2025, among Citibank, N.A., as indenture trustee, calculation agent, paying agent and securities intermediary; Nomura Corporate Funding Americas, LLC, as administrative agent; loanDepot FAMSR Master Trust, as issuer; and loanDepot.com, LLC, as servicer and administrator (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed November 20, 2025).
10.1.1*#			~~Series~~Amendment ~~2025-VF1~~No. ~~Indenture~~1 ~~Supplement~~to the Base Indenture, dated asDecember ~~November 14~~19, 2025, ~~by and~~ among ~~loanDepot FAMSR Master Trust, as issuer~~ Citibank, N.A., ~~as indenture trustee, calculation agent, paying agent and the securities intermediary,~~ Nomura Corporate Funding Americas, LLC, asloanDepot ~~administrative~~FAMSR ~~agent~~Master Trust, and loanDepot.com, LLC~~, as servicer and administrator~~.
10.1.2*#			~~Master~~Series ~~Repurchase~~2025-FT1 ~~Agreement~~Indenture Supplement, dated asDecember of19, ~~November~~2025, 14to the Base Indenture, ~~2025~~among Citibank, byN.A., ~~and~~Nomura ~~between~~Corporate Funding Americas, LLC, loanDepot FAMSR Master Trust, ~~as buyer,~~ and loanDepot.com, LLC~~, as seller~~.
10.1.3*#			Series 2025-VF1 Master Repurchase Agreement, dated as of November 14, 2025, by and between Nomura Corporate Funding Americas, LLC, as administrative agent and buyer, and loanDepot.com, LLC, as seller.
10.1.4*#			Participation Agreement, dated as of November 14, 2025, between loanDepot.com, LLC, as company and as initial participant.
10.1.5*#			Guaranty of LD Holdings Group LLC made in favor of Nomura Corporate Funding Americas, LLC, dated as of November 14, 2025.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

# Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. ~~The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.~~

* Filed herewith

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



loanDepot, Inc.

By:			/s/ David Hayes
Name: David Hayes
Title: Chief Financial Officer

Date: ~~November~~December 2023, 2025

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