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): ~~December~~February 1911, ~~2025~~2026

_____________________

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 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

OnPursuant ~~December~~to ~~19,~~the ~~2025,~~Amended ~~loanDepot.com,~~and ~~LLC~~Restated ~~(the~~Certificate ~~“Company”),~~of anIncorporation ~~indirect subsidiary~~ of loanDepot, Inc., ~~and the Company’s wholly-owned subsidiary loanDepot FAMSR Master Trust~~ (the “~~Issuer”~~Company’) ~~entered into the Series 2025-FT1 Indenture Supplement (the “Series 2025-FT1 Indenture Supplement”)~~, bydated ~~and~~February ~~among the Issuer~~11, ~~Citibank~~2021, ~~N.A.,~~each asoutstanding ~~indenture~~share ~~trustee,~~of ~~calculation agent, paying agent and securities intermediary (in all such capacities,~~ the ~~“Indenture Trustee”), the~~ Company,’s asClass ~~servicer~~C ~~(the~~Common ~~“Servicer”) and administrator (the “Administrator”)~~Stock, ~~Nomura~~par ~~Corporate~~value ~~Funding~~$0.001 ~~Americas,~~per ~~LLC,~~share ~~as administrative agent~~ (~~the~~ “~~Administrative~~Class ~~Agent”),~~C ~~related~~Common ~~to the Base Indenture, dated as of November 14, 2025 (the “Base Indenture~~Stock”), asand ~~amended~~Class byD ~~Amendment~~Common ~~No. 1~~Stock, ~~dated~~par asvalue of$0.001 ~~December~~per ~~19,~~share ~~2025~~ (“~~Amendment~~Class ~~No.~~D 1Common ~~to the Base Indenture~~Stock”), byautomatically and ~~among~~without ~~the~~further ~~Issuer,~~action on the ~~Indenture~~part ~~Trustee,~~of the ~~Servicer,~~Company ~~the~~or ~~Administrator,~~any ~~and~~holder ~~the~~of ~~Administrative~~Class ~~Agent. Amendment~~C ~~No.~~Common 1Stock toor ~~the~~Class ~~Base~~D ~~Indenture~~Common ~~amends~~Stock, ~~the~~converted ~~definition~~into ofone ~~“Borrowing~~fully ~~Base~~paid ~~Deficiency”~~and ~~among~~non-assessable ~~other~~share ~~items.~~of ~~Pursuant~~Class toB ~~the~~Common ~~Series 2025-FT1 Indenture Supplement~~Stock, ~~the~~par ~~Issuer~~value ~~issued~~$0.001 ~~Series~~per ~~2025-FT1~~share ~~term~~(“Class ~~notes~~B ~~(the~~Common ~~“Notes~~Stock”), inor ~~the~~Class ~~aggregate~~A ~~principal~~Common ~~amount~~Stock, ofpar ~~$200~~value ~~million~~$0. ~~The~~001 ~~Notes~~per ~~are~~share ~~mainly~~(“Class ~~secured~~A byCommon aStock”), ~~participation~~respectively. ~~certificate~~Holders ~~representing~~of ashares ~~participation~~of ~~interest~~our inClass ~~the~~A ~~portfolio~~Common ~~excess~~Stock ~~spread~~and ~~relating~~Class toB ~~Fannie~~Common ~~Mae~~Stock ~~mortgage~~are ~~servicing~~entitled ~~rights~~to ~~owned~~one byvote ~~the~~for ~~Company.~~each ~~The~~share ~~Notes~~held ~~are~~of ~~priced~~record aton aall ~~variable~~matters ~~rate based~~ on ~~SOFR~~which ~~plus~~stockholders ~~a margin per annum and~~ are ~~expected~~entitled to ~~mature~~vote ~~on December 19~~generally, ~~2030.~~including ~~The Notes will be paid on~~ the ~~25th~~election ~~day of each calendar month,~~ or, ifremoval ~~such~~of ~~25th~~directors ~~day~~elected isby ~~not~~our astockholders ~~business day, the next business day~~generally.

~~The~~As ~~Issuer~~of ~~sold~~February ~~the~~11, ~~Notes~~2026, to228,569,593 ~~the~~shares ~~initial~~of ~~purchaser in an offering (~~the ~~“Offering”)~~Company’s ~~that~~Class ~~was~~A ~~exempt~~Common ~~from~~Stock ~~the~~and ~~registration~~106,207,433 ~~requirements~~shares of the ~~Securities~~Company’s ~~Act~~Class ofB ~~1933,~~Common asStock ~~amended~~were ~~(the “Securities Act”)~~outstanding. ~~The~~No ~~Notes~~shares ~~were~~of ~~offered for resale to purchasers reasonably believed by~~ the ~~initial~~Company’s ~~purchaser~~Class toC beCommon ~~“qualified~~Stock ~~institutional~~or ~~buyers”~~Class asD ~~defined~~Common inStock ~~Rule~~were ~~144A under the Securities Act~~outstanding.

The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the Base Indenture, Amendment No. 1 to the Base Indenture and the Series 2025-FT1 Indenture Supplement, copies of which are attached hereto as Exhibits 10.1, 10.1.1 and 10.1.2, respectively, and incorporated herein by reference.

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, 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*#			Amendment No. 1 to the Base Indenture, dated December 19, 2025, among Citibank, N.A., Nomura Corporate Funding Americas, LLC, loanDepot FAMSR Master Trust, and loanDepot.com, LLC.
10.1.2*#			Series 2025-FT1 Indenture Supplement, dated December 19, 2025, to the Base Indenture, among Citibank, N.A., Nomura Corporate Funding Americas, LLC, loanDepot FAMSR Master Trust, and loanDepot.com, LLC.
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.

* 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: February ~~December 23~~12, ~~2025~~2026

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