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 (Date of Earliest Event Reported): February 16, 2021 (February 11, 2021)

loanDepot, Inc.

(Exact Name of Registrant as Specified in its Charter)

26642 Towne Centre Drive

Foothill Ranch, California 92610

(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:

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

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.  ☐

In connection with the initial public offering by loanDepot, Inc. (the “Company”) of its Class A common stock, $0.001 par value per share (the “Class A Common Stock”), described in the Registration Statement on Form S-1 (File No. 333-252024), as amended (the “Registration Statement”), the Company entered into the following agreements:

The terms of these agreements are substantially the same as the terms set forth in the forms of such agreements filed as exhibits to the Registration Statement and as described therein.

In connection with the consummation of the Company’s initial public offering of Class A Common Stock, the Company issued to the Parthenon Stockholders 121,368,600 shares of Class D Common Stock, $0.001 par value per share in exchange of LD Investment Holdings, Inc.’s equity interests in LD Holdings Group LLC. Additionally, the Company issued 201,422,212 shares of Class C Common Stock, $0.001 par value per share to certain of the continuing members under the LLC Agreement. The issuances in this paragraph were made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.

The description in Item 5.03 below of the Certificate of Incorporation and Bylaws (each as defined below) is incorporated herein by reference.

Upon consummation of the initial public offering, the Company entered into employment agreements (the “Employment Agreements”) with several of its executive officers, including (i) Anthony Hsieh to serve as its Chairman and Chief Executive Officer, (ii) Patrick Flanagan to serve as its Chief Financial Officer, (iii) Jeff DerGurahian to serve as its Executive Vice President, Chief Capital Markets Officer, and (iv) Jeff Walsh to serve as its Senior Executive Vice President, Chief Revenue Officer.

Hsieh Agreement

The term of Mr. Hsieh’s employment agreement (the “Hsieh Agreement”) is for an initial three year period and will automatically extend for successive one-year periods unless (i) written notice of non-renewal is given by either party at least 60 days in advance of the renewal date or (ii) Mr. Hsieh’s employment is otherwise terminated pursuant to the Hsieh Agreement. The Hsieh Agreement provides for an initial annual base salary of $850,000, subject to increase in the sole discretion of the Company’s board of directors (the “Board”) or a committee of the Board. Under the terms of the Hsieh Agreement, Mr. Hsieh is also (A) eligible to receive an annual bonus targeted at 250% of his base salary (the “Hsieh Target Bonus”), with a maximum payout of 300% of the Hsieh Target Bonus, subject to the determination of the Board (or a committee of the Board) in its sole discretion, (B) eligible to receive equity incentive grants as determined by the Board (or a committee of the Board) in its sole discretion, and (C) entitled to the benefits and compensation practices that may be in effect from time to time and are provided by the Company to its executive employees generally, as well as any additional benefits provided to Mr. Hsieh consistent with past practice.

The Hsieh Agreement also subjects Mr. Hsieh to the following restrictive covenants: (i) perpetual confidentiality, (ii) employment term non-competition, (iii) employment term and 24 months post-employment non-solicitation of customers and employees, and (iv) perpetual and mutual non-disparagement.

Pursuant to the Hsieh Agreement, Mr. Hsieh would be entitled to receive certain payments and benefits in connections with certain terminations of employment, as follows:

Flanagan Agreement

The term of Mr. Flanagan’s employment agreement (the “Flanagan Agreement”) is for an initial three year period and will automatically extend for successive one-year periods unless (i) a written notice of non-renewal is given by either party at least 60 days in advance of the renewal date or (ii) Mr. Flanagan’s employment is otherwise terminated pursuant to the Flanagan Agreement. The Flanagan Agreement provides for an initial annual base salary of $600,000, subject to increase in the sole discretion of the Board or a committee of the Board. Under the terms of the Flanagan Agreement, Mr. Flanagan is also (A) eligible to receive an annual bonus targeted at 150% of his base salary (the “Flanagan Target Bonus”), with a maximum payout of 200% of the Flanagan Target Bonus, subject to the determination of the Board (or a committee of the Board) in its sole discretion, (B) eligible to receive equity incentive grants as determined by the Board (or a committee of the Board) in its sole discretion, and (C) entitled to the benefits and compensation practices that may be in effect from time to time and are provided by the Company to its executive employees generally, as well as any additional benefits provided to Mr. Flanagan consistent with past practice.

The Flanagan Agreement also subjects Mr. Flanagan to the following restrictive covenants: (i) perpetual confidentiality, (ii) employment term non-competition, (iii) employment term and 24 months post-employment non-solicitation of customers and employees, and (iv) perpetual and mutual non-disparagement.

Pursuant to the Flanagan Agreement, Mr. Flanagan would be entitled to receive certain payments and benefits in connection with certain terminations of employment, as follows:

DerGurahian Agreement

The term of Mr. DerGurahian’s employment agreement (the “DerGurahian Agreement”) is for an initial three year period and will automatically extend for successive one-year periods unless (i) a written notice of non-renewal is given by either party at least 60 days in advance of the renewal date or (ii) Mr. DerGurahian’s employment is otherwise terminated pursuant to the DerGurahian Agreement. The DerGurahian Agreement provides for an initial annual base salary of $600,000, subject to increase in the sole discretion of the Board or a committee of the Board. Under the terms of the DerGurahian Agreement, Mr. DerGurahian is also (a) eligible to receive an annual bonus targeted at 150% of his base salary (the “DerGurahian Target Bonus”), with a maximum payout of 300% of the DerGurahian Target Bonus, subject to the determination of the Board (or a committee of the Board) in its sole discretion, (B)eligible to receive equity incentive grants as determined by the Board (or a committee of the Board) in its sole discretion, and (C) entitled to the benefits and compensation practices that may be in effect from time to time and are provided by the Company to its executive employees generally, as well as any additional benefits provided to Mr. DerGurahian consistent with past practice.

The DerGurahian Agreement also subjects Mr. DerGurahian to the following restrictive covenants: (i) perpetual confidentiality, (ii) employment term non-competition, (iii) employment term and 24 months post-employment non-solicitation of customers and employees, and (iv) perpetual and mutual non-disparagement.

Pursuant to the DerGurahian Agreement, Mr. DerGurahian would be entitled to receive certain payments and benefits in connection with certain terminations of employment, as follows:

Walsh Agreement

The term of Mr. Walsh’s employment agreement (the “Walsh Agreement”) is for an initial three year period and will automatically extend for successive one-year periods unless (i) written notice of non-renewal is given by either party at least 60 days in advance of the renewal date, or (ii) Mr. Walsh’s employment is otherwise terminated pursuant to the Walsh Agreement. The Walsh Agreement provides for an initial annual base salary of $750,000, subject to increase in the sole discretion of the Board or a committee of the Board. Under the terms of the Walsh Agreement, Mr. Walsh is also (A) eligible to receive an annual bonus targeted at 200% of his base salary (the “Walsh Target Bonus”), with a maximum payout of 300% of the Walsh Target Bonus, subject to the determination of the Board (or a committee of the Board) in its sole discretion. (B) eligible to receive equity incentive grants as determined by the Board (or a committee of the Board) in its sole discretion, and (C) entitled to the benefits and compensation practices that may be in effect from time to time and are provided by the Company to its executive employees generally, as well as any additional benefits provided to Mr. Walsh consistent with past practice.

The Walsh Agreement also subjects Mr. Walsh to the following restrictive covenants: (i) perpetual confidentiality, (ii) employment term non-competition, (iii) employment term and 24 months post-employment non-solicitation of customers and employees, and (iv) perpetual and mutual non-disparagement.

Pursuant to the Walsh Agreement, Mr. Walsh would be entitled to receive certain payments and benefits in connection with certain terminations of employment, as follows:

The foregoing descriptions of the material terms of the Employment Agreements are not complete and are qualified in their entirety by reference to the full text of the Employment Agreements, copies of which are filed as Exhibits 10.4 to 10.7 to this Current Report on Form 8-K and are incorporated herein by reference.

On February 11, 2021, the Company filed an Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware and the Company’s Amended and Restated Bylaws (the “Bylaws”) became effective on such date. The Certificate of Incorporation and the Bylaws are filed herewith as Exhibits 3.1 and 3.2 respectively, and are incorporated herein by reference. The descriptions and forms of the Certificate of Incorporation and Bylaws are substantially the same as the descriptions and forms set forth in and filed as exhibits to the Registration Statement.

On February 11, 2021, the Company announced the pricing of its initial public offering of 3,850,000 shares of its Class A Common Stock at a price to the public of $14.00 per share. The offering consisted of 2,394,000 shares of Class A Common Stock being sold by the Company and 1,456,000 shares of Class A Common Stock being sold by the Parthenon Stockholders. In addition, the Company granted the underwriters a 30-day option to purchase up to 577,500 additional shares of Class A Common Stock (the “Additional Shares”) at the public offering price, less underwriting discounts and commissions. The Additional Shares consisted of up to 359,100 shares of Class A Common Stock offered by the Company and up to 218,400 shares of Class A Common Stock offered by the Parthenon Stockholders.

On February 16, 2021, the Company completed its initial public offering of Class A Common Stock. The Company and Parthenon Stockholders sold 4,427,500 shares of Class A Common Stock, including 577,500 shares of Class A Common Stock after the underwriters fully exercised their option to purchase additional Class A Common Stock from the Company.

A copy of the Company’s press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein in its entirety.

(d) Exhibits.

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.

Date: February 16, 2021